Form 8-K

8-K — T3 Defense Inc.

Accession: 0001213900-26-077658

Filed: 2026-07-13

Period: 2026-07-13

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 — ea0297890-8k_t3defense.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (ea029789001ex3-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 13, 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 ☐

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.

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 (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 13, 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 Global Market (“Nasdaq”)

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

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 fifty (50), 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.

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 of Amendment 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 stockholder’s percentage of 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

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:

July 13, 2026

By:

/s/

Menachem Shalom

Name:

Menachem

Shalom

Title:

Chief

Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.1

Filename: ea029789001ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

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 fifty (50) 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 13th day of July, 2026.

T3 DEFENSE INC.

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

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T3 DEFENSE INC.

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