Welcome to our dedicated page for T3 Defense SEC filings (Ticker: DFNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
T3 Defense Inc. filings document material events for a Nasdaq-listed defense technology holding company, including operating results, acquisitions and dispositions, financing arrangements, debt exchanges, governance matters, capital-structure changes, and exchange-listing compliance. Recent Form 8-K disclosures identify the company's common stock and warrants, emerging growth company status, and securities registered on Nasdaq.
The filing record includes disclosures on note exchanges for common stock, cancellation of indebtedness, private-placement and material-agreement categories, shareholder voting matters, operating and financial results, and a Nasdaq minimum-bid compliance notice. It also documents portfolio-related transactions involving subsidiaries and investments, including Star 26 Capital, Water IO, and Zorronet-related asset disposition activity.
T3 Defense Inc. postponed its special stockholder meeting, originally set for June 18, 2026, to June 24, 2026 at 12 p.m. Eastern time. The record date and all proposals to be voted on remain unchanged, as previously detailed in proxy statements filed on June 1 and June 16, 2026. The meeting will be held in a virtual format via an online shareholder meeting website.
T3 Defense Inc. reported that on June 12, 2026 it sold 15,187,265 shares of common stock to Esousa Group Holdings, LLC for aggregate gross proceeds of $3,805,929 under a previously declared effective registration statement.
The company and the investor also completed earlier equity line purchases between April 20 and June 4, 2026, bringing total recent share sales under this arrangement to 17,294,784 shares for $4,545,236 in gross proceeds. The investor waived a prohibition on issuing purchase notices for this June 12 transaction, but there is no assurance of future waivers, and further sales under the equity line depend on conditions in a February 24, 2026 Securities Purchase Agreement. As of this report, T3 Defense has 94,832,476 common shares outstanding and 200 shares of Series B Convertible Preferred Stock.
T3 Defense Inc. has identified Cohen Roy as its Chief Financial Officer and a reporting insider. The data show no reportable stock transactions, with zero buys, sells, exercises, gifts, or other trades and no derivative positions listed. This appears to be an initial baseline disclosure of his status rather than an active trading report.
T3 Defense Inc. appointed Roy Cohen as its new Chief Financial Officer, effective June 1, 2026, to serve at the Board’s discretion until a successor is appointed and qualified. Cohen has more than 25 years of financial leadership experience across global public and private companies, including senior roles at NASDAQ-listed businesses and responsibility for consolidated US GAAP reporting and Sarbanes-Oxley compliance.
He will receive monthly compensation of NIS 55,000 through September 2026, rising to NIS 65,000 per month thereafter. The company states he has no relevant related-party transactions, no recent bankruptcy affiliations, and no familial ties to its directors or executive officers.
T3 Defense Inc. has filed a resale registration covering up to 30,000,000 shares of common stock, including 26,666,667 shares issuable upon conversion of Series B Convertible Preferred Stock and 3,333,333 shares issuable upon exercise of Common Warrants. All registered shares may be sold from time to time by the selling stockholders, and the company will not receive proceeds from these resales.
The company would receive cash only if the Common Warrants are exercised for cash, with potential proceeds of about $15 million earmarked for working capital and general corporate purposes. Shares outstanding were 68,270,525 as of May 29, 2026, and would be 98,270,525 assuming full conversion and exercise. Extensive risk disclosures highlight substantial potential dilution, complex anti-dilution and blocker provisions, going concern pressures, a high‑risk pivot from fintech to defense, dependence on Israeli operations amid active conflict, and challenges around export controls, security clearances, and intense defense‑industry competition.
T3 Defense Inc. is soliciting stockholder approval at a virtual Special Meeting on to approve four proposals: (1) authorization for issuance of Common Stock upon exercise of Warrants issued in the February 24, 2026 private placement, (2) waiver of the Preferred Exchange Cap to permit conversion of Series B Preferred Stock, (3) a Board-authorized reverse stock split within a 1-for-2 to 1-for-250 range, and (4) an adjournment authorization to solicit additional proxies.
The proxy materials state there were 60,270,525 shares of Common Stock and 200 shares of Series B Preferred Stock outstanding as of the Record Date, and that the February 2026 transaction involved 400 units for aggregate proceeds of $20,000,000. The Board unanimously recommends voting FOR all proposals.
T3 Defense Inc. is asking stockholders to approve several capital actions tied to a February 2026 $20 million private placement and its Nasdaq listing status. Investors will vote on issuing up to 14,084,506 shares of common stock upon warrant exercise and allowing conversion of Series B preferred stock above a 19.99% Nasdaq dilution cap.
The company also seeks authority for a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑250 to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after receiving a deficiency notice. A fourth proposal would allow adjournment of the special meeting to solicit additional votes if needed. The board unanimously recommends voting “FOR” all four proposals.
VisionWave Holdings, Inc. reported beneficial ownership of 6,000,000 shares of T3 Defense Inc. common stock, representing approximately 9.96% of the class. The filing states VisionWave has sole power to vote and sole dispositive power over 6,000,000 shares. The filing includes CUSIP 67054R203 and is signed by Douglas Davis, CEO, on 05/21/2026.
T3 Defense Inc. reported first‑quarter 2026 revenue of $3.7 million, reflecting new defense operations at Rimon, ITS and Tiltan. Despite this, the company posted a net loss attributable to stockholders of $27.1 million, driven largely by a $26.6 million loss from the change in fair value of stock purchase warrant liabilities.
Total assets rose to $315.5 million, including $100.2 million of goodwill from recent acquisitions such as Star 26, Nimbus and ITS, while stockholders’ equity improved to $42.5 million from a deficit a year earlier. Operating loss was $3.8 million, and cash used in operating activities was $4.9 million, partly offset by $12.5 million of financing inflows from a private placement, loans and ELOC share sales.
Management acknowledges negative working capital of about $69 million but concludes that existing cash, an equity line of credit and cash‑positive subsidiaries alleviate substantial doubt about continuing as a going concern. Subsequent events include a Nasdaq minimum bid‑price deficiency notice, a sale of Zorronet for BiomX stock and a note, debt‑for‑equity exchanges, and a share swap with VisionWave.
T3 Defense Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company cites the geopolitical and security situation in Israel as the reason and states it intends to file the Report on or prior to the fifth calendar day following the prescribed due date.
The registrant disclosed anticipated results for the quarter: approximately $3,610,000 in revenues and an estimated $3,565,000 net loss from operations, compared with no revenues and an approximate $500,000 net loss for the same period in 2025.