T3 DEFENSE SEC Filings

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. 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. 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. 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. 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.

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.

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. 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.

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.

T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.

T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.

Shalom Menachem filed Amendment No. 1 to his Schedule 13D on T3 Defense Inc., reporting beneficial ownership of 14,859,080 shares of Common Stock, or about 25.4% of the company’s outstanding common shares on a partially diluted basis.

His position includes 7,683,418 shares of Common Stock and 7,175,662 shares issuable upon exercise of warrants. On April 27, 2026, he exercised a call option to purchase 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. The same day, he converted note balances totaling $2,138,962 (including accrued interest) into 4,174,399 shares at an exercise price of $0.5124 per share under amended 3‑month and 6‑month notes.

Shalom Menachem filed Amendment No. 1 to his Schedule 13D on T3 Defense Inc., reporting beneficial ownership of 14,859,080 shares of Common Stock, or about 25.4% of the company’s outstanding common shares on a partially diluted basis.

His position includes 7,683,418 shares of Common Stock and 7,175,662 shares issuable upon exercise of warrants. On April 27, 2026, he exercised a call option to purchase 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. The same day, he converted note balances totaling $2,138,962 (including accrued interest) into 4,174,399 shares at an exercise price of $0.5124 per share under amended 3‑month and 6‑month notes.