Form 8-K
8-K — T3 Defense Inc.
Accession: 0001213900-26-078551
Filed: 2026-07-16
Period: 2026-07-16
CIK: 0001787518
SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — ea0298224-8k_t3defense.htm (Primary)
EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (ea029822401ex3-1.htm)
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8-K — CURRENT REPORT
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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):
July 16, 2026
T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39341
38-3912845
(State or other jurisdiction of
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 3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
T3
Defense Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding
shares of common stock (“Common Stock”), at a ratio of 1-for-50 as disclosed on the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on July 13, 2026. The Board of Directors of the Company has determined to increase
the amount of the reverse stock split of the Company's issued and outstanding Common Stock at a ratio of 1-for-125 (the “Reverse
Stock Split”). The Reverse Stock Split was duly approved in a special meeting of the stockholders held on June 24, 2026. On July
15, 2026, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated
Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will
become effective as of 12:01 a.m., Eastern Time, on July 20, 2026, and the Company’s Common Stock will begin trading on the Nasdaq
Stock Market on a split-adjusted basis when the market opens on July 20, 2026.
Reasons for the Reverse
Stock Split
The
Company is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share
and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company’s
Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with
notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve the desired effects
or that, if achieved, such desired effects will be sustained.
Effects of the Reverse
Stock Split
Effective Date; Symbol;
CUSIP Number
The
Reverse Stock Split will become effective on July 20, 2026 (the “Effective Date”). The Common Stock will begin trading on
a split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “DFNS.”
The new CUSIP number for the Common Stock following the Reverse Stock Split will be 67054R302.
Split Adjustment;
Treatment of Fractional Shares
On
the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number
of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately
prior to the Reverse Stock Split, divided by one-hundred twenty-five (125), with such resulting number of shares rounded up to the nearest
whole share. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration
shall be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company does
not intend to round up fractional shares at the beneficial level and will instead round any such fractional shares up at the participant
level. Also on the Effective Date, all equity awards outstanding immediately prior to the Reverse Stock Split will be adjusted to reflect
the Reverse Stock Split.
1
Certificated and Non-Certificated
Shares
Each
certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the
Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate
or book entry have been combined, subject to the treatment of fractional shares as described above.
Stockholders
who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will
automatically be reflected in their brokerage accounts.
Delaware State Filing
The
Reverse Stock Split will be effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State
of the State of Delaware. A copy of the form of the Certificate is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Capitalization
The
Company is authorized to issue 150,000,000 shares of Common Stock and 10,000,000 shares of preferred stock (the “Preferred Stock”).
There will be no change to the number of authorized capital stock of the Company or to the rights limitations and privileges, including
voting rights, of the Company’s designated and outstanding shares of Preferred Stock. The Reverse Stock Split will have no effect
on the par value of the Common Stock or the Preferred Stock.
Immediately
after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and proportional
voting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will result from
the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected by the Reverse
Stock Split.
Item 9.01 Exhibits
(d) Exhibits.
Exhibit No.
Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation
104
Cover Page Interactive Data File (formatted as inline XBRL)
2
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: July 16, 2026
By:
/s/ Menachem Shalom
Name:
Menachem Shalom
Title:
Chief Executive Officer
3
EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-3.1
Filename: ea029822401ex3-1.htm · Sequence: 2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
T3 Defense Inc.
a Delaware corporation
T3 Defense Inc., a Delaware corporation, organized
and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify that:
FIRST: The name of the corporation is T3 Defense
Inc. (the “Corporation”).
SECOND: The Board of Directors of the Corporation
(the “Board of Directors”) has duly adopted resolutions proposing and declaring advisable the following amendment to the Amended
and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), directing that said amendment
be submitted to the stockholders of the Corporation for consideration thereof, and authorizing the Corporation to execute and file with
the Secretary of State of the State of Delaware this Certificate of Amendment of Amended and Restated Certificate of Incorporation (this
“Certificate of Amendment”).
THIRD: Upon the effectiveness of this Certificate
of Amendment pursuant to the DGCL, Article IV of the Certificate of Incorporation is hereby amended by adding the following paragraph
to the end of Article IV:
“(4) Reverse Stock Split. Effective
12:01 a.m. Eastern Standard Time on July 20, 2026 (the “Effective Time”), each one hundred twenty-five (125) shares of Common
Stock then issued and outstanding, or held in the treasury of this Corporation, immediately prior to the Effective Time, shall automatically
be reclassified and converted into one (1) share of Common Stock, without any further action by this Corporation or the respective holders
of such shares (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split.
A holder of Common Stock who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive
one whole share of Common Stock in lieu of such fractional share.”
FOURTH: This Certificate of Amendment has been
duly approved by the Board of Directors in accordance with the applicable provisions of Section 242 of the DGCL.
FIFTH: This Certificate of Amendment has been
duly approved by the stockholders of the Corporation in accordance with the applicable provisions of Section 228 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused
this Certificate of Amendment to be executed by the undersigned, and the undersigned has executed this Certificate of Amendment and affirms
the foregoing as true under penalty of perjury this 15th day of July, 2026.
T3 DEFENSE INC.
By:
/s/ Menachem Shalom
Name:
Menachem Shalom
Title:
Chief Executive Officer
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Entity File Number
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Entity Registrant Name
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Entity Central Index Key
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Entity Tax Identification Number
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DE
Entity Address, Address Line One
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Entity Address, Address Line Two
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