Form 8-K

8-K — T3 Defense Inc.

Accession: 0001185185-26-004951

Filed: 2026-10-23

Period: 2026-10-23

CIK: 0001787518

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Regulation FD Disclosure

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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):

October 23, 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 $11,500.00 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 7.01 Regulation FD Disclosure.

T3 Defense Inc., a Delaware corporation (the “Company”)

announces it has regained compliance with Nasdaq’s Stockholders' Equity Requirement.

As previously disclosed,

on August 20, 2026, the Company, received a written notice (the “Notice”) from the Listing

Qualifications Department of The Nasdaq Stock Market, LLC ("Nasdaq") notifying the Company that it is not in compliance with

the minimum stockholders' equity requirement set forth in Nasdaq Listing Rule 5450(b)(1)(A) for continued listing on The Nasdaq Global

Market (the “Stockholders' Equity Requirement”). Nasdaq Listing Rule 5450(b)(1)(A) requires listed securities to maintain

a minimum stockholders' equity of $10,000,000. Based on the stockholders' equity reported in the Form 10-Q for the period ended June

30, 2026, the Company no longer satisfied the minimum stockholders' equity requirement.

The Company subsequently

submitted to Nasdaq a plan to regain compliance with the Stockholders' Equity Requirement. Notwithstanding that the Company requested

an extension of up to 180 calendar days from the date of the Notice to evidence compliance, the Company explained that the common warrants

issued in the $20 million February 24, 2026 private placement resulted in the warrants being recorded as a liability-classified instrument.

Such classification resulted in the warrants being remeasured at fair value each reporting quarter – the reported carrying amount

of the warrant liability was approximately $24.5 million at December 31, 2025 and approximately $124.4 million as of June 30, 2026. The

corresponding effect on the equity section was to move stockholders' equity from approximately $42.5 million at March 31, 2026 to a deficit

of approximately $19.7 million at June 30, 2026.

As of September 30,

2026, the holders of the warrants had exercised approximately 96% of the outstanding warrants. Accordingly, the deficiency

identified in the Notice has been substantially eliminated by an event that has already occurred. The non-cash liability that drove

reported stockholders' equity negative as of June 30, 2026 is no longer carried on the Company's balance sheet other than to the de

minimis residual. After giving effect to the exercise of the warrants, the Company's total stockholder's equity as of said date was

approximately $99.9 million on a pro forma basis. The amount is significantly in excess of the Stockholders' Equity Requirement.

Based on management’s assessment of the

Company’s financial condition, the Company believes that as of the date of this Current Report on Form 8-K, it has regained compliance

with the Stockholders' Equity Requirement. The Company has requested that Nasdaq resolve the previously disclosed stockholders’

equity deficiency and confirm the Company’s compliance.

Nasdaq will continue to monitor the Company’s

ongoing compliance with the Stockholders’ Equity Requirement and, if at the time of its next periodic report the Company does not

evidence compliance, the Company may be subject to delisting. The Company’s next periodic report will be its Quarterly Report on

Form 10-Q for the quarter ending September 30, 2026. The Company intends to submit this Current Report on Form 8-K in support of a determination

that the Company has regained compliance with the Stockholders’ Equity Requirement. This report is being provided in connection

with the Company’s request to Nasdaq for a favorable determination, and does constitute Nasdaq confirmation that the deficiency

has been resolved or that the delisting proceedings have been terminated.

There can be no assurance that Nasdaq will determine

that the Company has regained compliance, that any such determination will not be subject to conditions or a monitoring period, or that

the Company will be able to maintain compliance with the Stockholders’ Equity Requirement or Nasdaq’s other continued listing

requirements.

The information in this Item 7.01 is furnished

and 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. It shall not be incorporated by reference into any filing under the

Securities Act of 1933, as amended, or the Exchange Act, except to the extent expressly incorporated by specific reference in that filing.

This report does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking

statements. To the extent applicable, the Company intends these statements to be covered by the safe harbor provisions of Section 27A

of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”). Forward-looking statements include expectations regarding final financial reporting and accounting

treatment; the timing and outcome of Nasdaq’s review; the Company’s ability to regain and maintain compliance with Nasdaq’s

continued listing requirements; impairment of goodwill and future stockholders’ equity, financial condition and capital needs. Words

such as “believes,” “expects,” “estimates,” “anticipates,” “intends” and “may”

and similar expressions may identify such statements.

These statements are based on current expectations

and assumptions and involve risks and uncertainties that may cause actual outcomes to differ materially. Those risks include adjustments

identified during the audit review and audit procedures; changes to the classification, valuation or accounting treatment of the preferred

stock, warrants or related contractual provisions; differences between estimated and actual offering costs; additional operating losses,

preferred dividends and other charges; Nasdaq’s exercise of discretion in evaluating both current equity and the ability to sustain

compliance; additional conditions or information required by Nasdaq; an adverse Nasdaq determination; the Company’s ability to satisfy

other listing standards, obtain required stockholder approvals and comply with its financing and registration rights obligations; and

the availability of additional capital if needed. Additional risks are described in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2025, and its subsequent reports and other filings with the Securities and Exchange Commission.

Forward-looking statements are not guarantees

of future performance or of a favorable Nasdaq determination and speak only as of the date made. Except as required by applicable law,

the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future

events or otherwise.

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: October 23, 2026

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

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