Form 8-K

8-K — T3 Defense Inc.

Accession: 0001213900-26-044073

Filed: 2026-04-15

Period: 2026-04-15

CIK: 0001787518

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 15, 2026

T3 DEFENSE INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39341

38-3912845

(State or other jurisdiction

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification Number)

575

Fifth Avenue, 14th Floor

New York, New York 10017

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant

to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par

value per share

DFNS

The Nasdaq Stock Market

LLC

Warrants, each warrant exercisable

for one Share of Common Stock for $92.00 per share

DFNSW

The Nasdaq Stock Market

LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operation and Financial

Condition

On April 15, 2026, T3 Defense Inc. issued a press

release announcing the results of operations for the quarter ended March 31, 2026 as well as the amounts of backlog and other information.

A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of

Form 8-K, the information set forth in Item 2.02 and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the

Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release dated April 15, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

T3 DEFENSE INC.

Date: April 15, 2026

By:

/s/ Menachem

Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED APRIL 15, 2026

EX-99.1

Filename: ea028627201ex99-1.htm · Sequence: 2

Exhibit 99.1

T3 Defense Announces Unaudited Preliminary Key

Financial and Operational

Metrics for Q1 2026, Its First Reporting Quarter as a Defense-Focused Holding Company

● Expects

Q1 2026 Revenue to be Approximately $4.2 Million

● Ended

Q1 2026 with a Backlog of Over $12.0 Million

● Reafirms

Full Year 2026 Revenue Guidance of $26 Million

● Heightened

Demand for Defense Drove Strong RFP Activity Across all Subsidiaries

New York, NY and Netanya, Israel – April

15, 2026 - T3 Defense

Inc. (Nasdaq: DFNS) (“T3 Defense” or the “Company”), a holding company that acquires and operates

mission-critical defense businesses, today announces key financial and operational metrics for the first quarter (“Q1”) of

2026 and updates its full-year revenue outlook.

All numbers reported in this news release are

unaudited and preliminary. The Company expects to announce its full financial results for Q1 2026 on or about May 14, 2026.

Key

Financial and Operational Highlights

● Expects Q1 2026 consolidated revenue to be approximately

$4.2 million, generated by defense-related orders across all subsidiaries.

● Reafirms full-year 2026 revenue guidance of $26 million,

reflecting expectations for strong organic growth and operational momentum.

● Strong backlog of $12.1 million as of March 31, 2026, across

all subsidiaries, providing solid revenue visibility for the remainder of 2026.

● Incoming Requests for Proposals (RFPs) across all subsidiaries

reaches $12.0 million, driven by escalating global defense spending and heightened geopolitical tension.

Q1 2026 Marks a Landmark Quarter as T3 Defense

Begins Operating as a Defense-Focused Holding Company

T3 Defense’s Q1 2026 results mark the Company’s

first full operating quarter as a defense-focused holding company, following the successful completion of several strategic acquisitions,

the establishment of multiple key partnership agreements, and significant capital investments to expand its operational footprint. These

initiatives have strengthened the Company’s position across critical segments of the defense sector, enhanced its technological

capabilities, and accelerated integration across its portfolio of businesses.

During the quarter, T3 Defense focused on aligning

its newly acquired entities under a unified strategic vision, streamlining operations, and leveraging synergies to drive efficiency and

scalability. The Company also advanced its relationships with government and commercial partners, positioning itself to capture emerging

opportunities in defense modernization, advanced systems development, and mission-critical support services.

As a result, Q1 2026 represents a foundational

period of transformation, setting the stage for sustained growth, improved margins, and long-term value creation for shareholders.

T3 Defense’s operating subsidiaries, spanning

anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems, collectively

generated $4.2 million in revenue during the quarter, establishing a strong operational baseline as the Company enters its next phase

of growth.

REAFIRMS

Full-Year 2026 Revenue Guidance

Building on the first quarter momentum, T3 Defense

projects full-year 2026 consolidated revenue of $26 million. This outlook reflects the Company’s expanding contract base,

increasing production cadence, and deepening engagement with defense agencies and prime contractors across both the U.S. and Israel. Management

believes the revenue trajectory from the first quarter through year-end demonstrates the scalability of its operating platform and the

growing earnings potential of T3 Defense’s diversified portfolio. Together, these trends reinforce confidence in the Company’s

ability to execute on its strategic priorities and deliver sustained, long-term growth.

● Backlog

of Over $12.1 Million Underpins Revenue Visibility

The Company’s consolidated backlog

has grown to $12.1 million, providing solid near-term revenue visibility. This increase reflects new contract awards, broadened scopes

on existing programs, and the successful integration of recently acquired subsidiaries into T3 Defense’s centralized business development

infrastructure. The Company expects continued backlog growth throughout 2026 as additional contracts currently in advanced negotiation

are formalized.

● Robust

RFP Pipeline Driven by Global Defense Demand

In addition, the Company has received

$12.0 million in RFPs over the past several months, reflecting the direct commercial impact of heightened geopolitical tensions and accelerating

global defense spending.

Menny Shalom, CEO of T3 Defense noted, “Q1

2026 was a defining quarter for T3 Defense, as it represents our first true operating quarter as a defense company. During the quarter,

our vision of building a diversified, revenue-generating defense technology holding company became a reality. With $4.2 million in revenue,

a backlog of $12.1 million, and a $26 million full-year revenue projection, we are demonstrating meaningful progress in executing our

strategy and delivering on our commitments to shareholders.”

“Demand across the defense sector has never

been stronger. Escalating global geopolitical tensions have created an unprecedented demand environment for defense technologies, and

we are seeing a significant surge in RFP activity across all our subsidiaries. From tactical power systems supporting deployed forces,

to counter-drone solutions protecting critical infrastructure, to advanced navigation platforms and missile defense components, each of

our businesses is well positioned to benefit from the accelerating global rearmament cycle. We believe this dynamic represents a multi-year

structural tailwind and expect continued conversion of this pipeline into long-term contracts that will support sustained growth well

beyond 2026.”

Operating

Subsidiary Highlights

B. Rimon

(T3 Defense wholly owned subsidiary)

● Rimon,

an exclusive distributor and manufacturer of components for priority missile defense programs, including the Iron Dome, is experiencing

increased engagement from both existing and new customers seeking reliable, high-quality manufacturing partners capable of meeting stringent

performance and delivery requirements, further reinforcing its position as a trusted supplier within the defense ecosystem.

● During

Q1 2026, Rimon secured approximately $4.1 million in new multi-year contracts to support Israel’s national missile defense and

homeland security architecture and has a backlog of $4.8 million.

Tiltan Software

Engineering (T3 Defense wholly owned subsidiary)

● Tiltan,

a 30-year-old defense technology firm specializing in AI-driven simulation, synthetic data generation, and GPS-denied navigation systems

is actively bidding on several significant projects with Tier-1 defense companies in Israel. Demand for Tiltan’s capabilities is

being driven by the growing operational need for training environments and navigation solutions that function in GPS-contested theaters.

● During

Q1 2026, Tilan received RFPs totaling $5.4 million.

Nimbus Drones

Technologies (T3 Defense wholly owned subsidiary)

● Nimbus,

a designer and manufacturer of fully customized unmanned aerial systems for professional applications in critical industries and services,

has seen accelerating demand for its advanced drone platforms across defense and homeland security markets, driven by growing requirements

for ISR (intelligence, surveillance, and reconnaissance), force protection, and rapid-response capabilities. Customer activity has increased

materially, with a focus on proven, field-ready systems and scalable deployment.

ITS (Industrial

Techno-Logic Solutions) (T3 Defense holds 51% controlling stake)

● ITS,

a provider of advanced electro-mechanical manufacturing capabilities serving land, air, and naval defense platforms, is experiencing

demand from government and commercial customers seeking reliable, scalable, and secure technology platforms.

● ITS

has a backlog of $2.1 million.

Positech

(T3 Defense wholly owned subsidiary)

● Positech,

a developer of precision motion-control and stabilization systems integrated into radars, sensors, and mission payloads, recently established

Robolynx Ltd., a new subsidiary targeting the growing demand for robotic solutions and remotely driven vehicles on the modern battlefield.

● Positech

has a backlog of $4.6 million and significant RFPs for its robotics products.

About T3 Defense Inc.

T3 Defense Inc. (NASDAQ: DFNS), is a holding company

that acquires and operates mission-critical defense businesses involved in national security programs. It focuses on manufacturers with

strong customer relationships and solid order backlogs, often capacity-and resource-constrained and specialized areas such as drones and

autonomous vehicles, counter-drone systems, advanced manufacturing, tactical robotics, and AI software and system integration. Through

disciplined acquisitions, centralized capital and strategy, and decentralized day-to-day operations, T3 Defense aims to strengthen essential

defense capabilities and build long-term value.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. These statements include, but are not limited to, statements regarding projected revenue, backlog conversion expectations, anticipated

demand for the Company’s products and services, and the expected impact of geopolitical developments on the Company’s business.

Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy,

and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks,

and changes in circumstances that are difficult to predict, including risks related to the Company’s ability to integrate acquired

businesses, retain key customers, manage supply chain constraints, and maintain adequate funding for operations. Readers are encouraged

to review the Risk Factors contained in the Annual Report for the year ended December 31, 2025 filed with the Securities and Exchange

Commission and the Company’s other filings with the Securities and Exchange Commission for a discussion of these and other risk

factors. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. The Company

undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events,

or otherwise, except as required by law.

Investor Relations Contacts:

T3 Defense Inc.

575 5th Avenue

New York, NY 10017

contact@t3dfns.com

www.t3dfns.com

The Equity Group Inc.

Lena Cati

lcati@equityny.com

+1 (212) 836-9611

Val Ferraro

vferraro@theequitygroup.com

+1 (212) 836-9633

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