Form 8-K

8-K — T3 Defense Inc.

Accession: 0001213900-26-039725

Filed: 2026-04-03

Period: 2026-03-31

CIK: 0001787518

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0284541-8k_t3defense.htm (Primary)

EX-10.50 — CANCELLATION AGREEMENT DATED MARCH 31, 2026 BY AND BETWEEN T3 DEFENSE INC. AND STAR 26 CAPITAL, INC (ea028454101ex10-50.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0284541-8k_t3defense.htm · Sequence: 1

false

0001787518

2026-03-31

0001787518

DFNS:CommonStock0.0001ParValuePerShareMember

2026-03-31

0001787518

DFNS:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor92.00PerShareMember

2026-03-31

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 31, 2026

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 ☒

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 1.01 Entry into a Material Definitive Agreement.

On March 31, 2026, T3 Defense,

Inc., a Delaware corporation (the “Company” or “T3”), memorialized the termination of its obligation to pay $16,000,000

to its wholly-owned subsidiary Star 26 Capital, Inc., a Nevada corporation (“Star 26”).

Pursuant to the Cancellation

Agreement, (the “Cancellation Agreement”), while all terms and provisions of the Amended and Restated Securities Purchase

Agreement, dated September 15, 2025 (the “Acquisition Agreement”) remain in full force and effect, and the Company's

ownership of Star 26, including all assets, operations, and subsidiaries, is unaffected, the Company eliminated $16,000,000 of indebtedness,

effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders.

Pursuant to the terms of

the Cancellation Agreement, the entire $16,000,000 obligation to Star 26, including principal, accrued interest and any other amounts

owing with respect thereto, were cancelled, terminated and rendered of no further force or effect, effective immediately, at no cost,

no dilution, and with no offsetting obligation to the Company or its shareholders and while maintaining full ownership of Star 26

and all of its assets.

Strategic Rationale and Background

The $16,000,000

obligation (the “Indebtedness”) was originally structured in contemplation of T3’s acquisition of 51% of

the share capital of Star 26, at which time Star 26 was expected to continue operating as a standalone entity requiring independent

financial support.

Following the parties’

agreement to restructure the transaction as a full acquisition as fully contemplated in the Acquisition Agreement, T3 assumed complete

(100%) ownership of, and full operational and financial responsibility for, Star 26 and all of its assets. As Star 26 became a wholly-owned

subsidiary of the Company, the original commercial rationale for the Indebtedness—namely, to provide standalone financial support

to Star 26 as a partially-owned entity—was eliminated entirely. The Indebtedness was never memorialized in a promissory note,

the note was never executed or issued, and the parties determined that the obligation served no continuing business or commercial

purpose in furtherance of the acquisition.

The

above description of the Cancellation Agreement is qualified in its entirety by reference to the Cancellation Agreement, a copy of which

is attached hereto as Exhibit 10.50.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

10.50

Cancellation Agreement dated March 31, 2026 by and between T3 Defense Inc. and Star 26 Capital, Inc.

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.

DEFENSE INC.

Date:

April 3, 2026

By:

/s/

Menachem Shalom

Name:

Menachem

Shalom

Title:

Chief

Executive Officer

EX-10.50 — CANCELLATION AGREEMENT DATED MARCH 31, 2026 BY AND BETWEEN T3 DEFENSE INC. AND STAR 26 CAPITAL, INC

EX-10.50

Filename: ea028454101ex10-50.htm · Sequence: 2

Exhibit 10.50

CANCELLATION AGREEMENT

This Cancellation Agreement (this “Agreement”)

is entered into as of March 31, 2026, by and between T3 Defense Inc., a Delaware corporation (“T3”), and Star 26 Capital,

Inc., a Nevada corporation (“Star 26”).

WHEREAS, pursuant to the terms and provisions

of the Amended and Restated Securities Purchase Agreement dated September 15, 2025 among T3, Star 26 and the shareholders of Star 26,

T3 is indebted to Star 26 in the aggregate principal amount of $16,000,000 (the “Indebtedness”); and

WHEREAS, as of the date hereof, Star 26 is wholly-owned

subsidiary of T3; and

WHEREAS, the Indebtedness was included in contemplation

of T3's acquisition of 51% of the share capital of Star 26 as originally structured under the Agreement, at which time Star 26 was expected

to continue operating as a standalone entity requiring independent financial support; and

WHEREAS, following the parties' agreement to restructure

the transaction as a full (100%) acquisition of Star 26, pursuant to which T3 assumed complete ownership of, and operational and financial

responsibility for, Star 26 and its assets, the rationale underlying such Indebtedness is no longer applicable, and the Indebtedness serves

no continuing business or commercial purpose in furtherance of the acquisition;

WHEREAS, the parties agree and acknowledge that

notwithstanding that the Indebtedness was never memorialized, such note was never executed and never issued, the parties desire to cancel

the obligation with respect to said Indebtedness.

NOW, THEREFORE, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Cancellation of Indebtedness. The obligation

of T3 to pay Star 26, including all principal, accrued interest and any other amounts owing with respect to the Indebtedness, is hereby

cancelled, terminated and of no further force or effect.

2. Release. Star 26 hereby releases and

forever discharges T3 from any and all claims, demands, obligations and liabilities arising out of or related to the Indebtedness.

3. No Further Obligations. T3 shall have

no further obligations to Star 26 or its shareholders with respect to the Indebtedness.

4. Governing Law; Counterparts. This Agreement

shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Delaware and the

appropriate court located in the State of Delaware shall exclusive jurisdiction over any dispute relating to this Agreement. This Agreement

may be executed in one or more counterparts (including by facsimile or .pdf), all of which taken together will constitute one and the

same agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior communications, agreements

and understandings, written or oral, with respect to the subject matter hereof.

Remainder of Page Intentionally Omitted; Signature

Page Follows

IN WITNESS WHEREOF, the parties

have executed this Agreement as of the date first written above.

T3 DEFENSE INC.

By:

/s/ Reuven Yeganeh

Name:

Reuven Yeganeh

Title:

Member of the Board of Directors

STAR 26 CAPITAL, INC.

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Mar. 31, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 31, 2026

Entity File Number

001-39341

Entity Registrant Name

DEFENSE INC.

Entity Central Index Key

0001787518

Entity Tax Identification Number

38-3912845

Entity Incorporation, State or Country Code

Entity Address, Address Line One

575

Fifth Avenue

Entity Address, Address Line Two

14th

Floor

Entity Address, City or Town

New

York

Entity Address, State or Province

Entity Address, Postal Zip Code

10017

City Area Code

212

Local Phone Number

791-4663

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock, $0.0001 par value per share

Title of 12(b) Security

Common

Stock, $0.0001 par value per share

Trading Symbol

DFNS

Security Exchange Name

NASDAQ

Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share

Title of 12(b) Security

Warrants,

each warrant exercisable for one Share of Common Stock for $92.00 per share

Trading Symbol

DFNSW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=DFNS_CommonStock0.0001ParValuePerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=DFNS_WarrantsEachWarrantExercisableForOneShareOfCommonStockFor92.00PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: