Form 8-K

8-K — T3 Defense Inc.

Accession: 0001213900-26-076711

Filed: 2026-07-09

Period: 2026-07-06

CIK: 0001787518

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — ea0297536-8k_t3defense.htm (Primary)

EX-4.19 — PROMISSORY NOTE DATED JULY 6, 2026 ISSUED BY T3 DEFENSE LTD. TO X S.A. SECURITY AND DEFENSE LTD (ea029753601ex4-19.htm)

EX-10.51 — STOCK PURCHASE AGREEMENT DATED AS OF JULY 6, 2026, AMONG T3 DEFENSE LTD., PROJECT 35 LTD. AND X S.A. SECURITY AND DEFENSE LTD (ea029753601ex10-51.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297536-8k_t3defense.htm · Sequence: 1

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2026-07-06

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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 6, 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 2.01 Completion of Acquisition or Disposal of Assets.

On July 6, 2026, T3 Defense Inc., a Delaware corporation

(the “Company”), acquired 60% of the outstanding equity capital of Project 35, an Israeli corporation (“Project 35”)

on a fully diluted basis. In consideration for the 60 ordinary shares of Project 35, the Company issued 21,059,871 shares of common stock

and a $1,250,000 note for the shares of Project 35. The note bears interest at the rate of 12% and matures July 5, 2027. The Company also

has an obligation to invest $2,500,000 in Project 35 during the next 12 months.

Project35 is a trusted supplier to the region’s

leading defense organizations, including Israel Aerospace Industries (IAI), ELTA Systems, Rafael Advanced Defense Systems, and Elbit Systems,

as well as the Israel Ministry of Defense. Project35’s unmanned aerial platforms are field-proven and already in active operational

use. Over the past three and a half years, Project 35 has focused on developing the HY-380, an autonomous, man-portable aerial interceptor

designed to neutralize hostile drones within seconds of detection using a dual-sensor guidance system that combines RF and optical AI

tracking. The interceptor has recently completed a series of successful initial live-fire field trials, validating its performance and

accuracy for high-intensity conflict environments. Project35’s aerial platforms range from heavy-lift multirotor cargo drones and

long-endurance fixed-wing VTOL aircraft for intelligence, surveillance, and reconnaissance to high-speed, AI-guided tactical FPV systems.

Complementing these is a dedicated counter-UAV suite comprising the HY-380 autonomous interceptor, radar and GNSS countermeasure systems,

RF jamming and direction-finding, and cybersecure, anti-jam mesh data links. The company’s systems are built from composite materials

and aerospace-grade structures, hold AS9100 aviation quality certification, and are engineered to Western supply-chain standards, including

Blue UAS and NDAA compliance.

The acquisition was made pursuant to the Stock

Purchase Agreement dated as of July 6, 2026 among the Company, Project 35 and X S.A. Security and Defense Ltd., as the seller of the shares

of Project35. The above description of the Agreement and the Promissory Note are qualified in their entirety by reference to the Agreement

and Promissory Note, a copy of which is attached hereto as Exhibit 10.51 and 4.19, respectively.

Forward Looking Statements

This filing includes “forward-looking statements.”

All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual

results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such

expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that may affect our operations,

financial performance, and other factors as discussed in our filings with SEC. Among the factors that could cause results to differ materially

are those risks discussed in the periodic reports we file with the SEC. You are urged to carefully review and consider the cautionary

statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” We do not undertake

any duty to update any forward-looking statement except as required by law.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses

Acquired.

The Company intends to file the financial statements

required by Item 9.01(a) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this

Report.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial

information required by Item 9.01(b) as part of an amendment to this Report no later than 71 days after the required filing date for this

Report.

(d) Exhibits

Exhibit No.

Description

4.19

Promissory Note dated July 6, 2026 issued by T3 Defense Ltd. to X S.A. Security and Defense Ltd.

10.51

Stock Purchase Agreement dated as of July 6, 2026, among T3 Defense Ltd., Project 35 Ltd. and X S.A. Security and Defense Ltd.

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: July 9, 2026

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

EX-4.19 — PROMISSORY NOTE DATED JULY 6, 2026 ISSUED BY T3 DEFENSE LTD. TO X S.A. SECURITY AND DEFENSE LTD

EX-4.19

Filename: ea029753601ex4-19.htm · Sequence: 2

Exhibit 4.19

PROMISSORY NOTE

$1,250,000

July 6, 2026

FOR VALUE RECEIVED, T3

Defense Inc., a Delaware corporation (the “Maker”), hereby promises to pay to the order of X S.A. Defense Security &

Defense Ltd., an Israeli corporation, or its registered assigns (the “Holder”), the principal sum of One Million One

Hundred Twenty-Five Thousand Dollars ($1,250,000) (the “Principal Amount”), together with interest thereon as provided

below, on the terms and conditions set forth in this Promissory Note (this “Note”).

This Note is the Note referred

to in, and issued in connection with, that certain Stock Purchase Agreement dated as of the date hereof (the “Effective Date”)

among the Maker, the Holder, and the Subsidiaries named therein (the “Purchase Agreement”). Capitalized terms used but not

defined in this Note have the meanings given to them in the Purchase Agreement.

1. Interest.

The Principal Amount shall bear interest at a rate of 12% per annum, computed on the basis of a 360-day year of twelve 30-day months,

from the Effective Date until paid in full.

2. Maturity; Payment.

Unless earlier prepaid in accordance with Section 3, the entire unpaid Principal Amount, together with all accrued and unpaid

interest thereon, shall be due and payable in a single payment on the date that is three hundred sixty-four (364) days after the Effective

Date, i.e. July 5, 2027 (the “Maturity Date”).

3. Prepayment.

The Maker may prepay this Note, in whole or in part, at any time without premium or penalty. Any partial prepayment shall be applied first

to accrued and unpaid interest and then to the outstanding Principal Amount.

4. Default.

Each of the following shall constitute an “Event of Default” under this Note: (a) the Maker fails to pay any amount due under

this Note within five (5) Business Days of the date such amount is due; or (b) the Maker becomes insolvent, makes an assignment for the

benefit of creditors, or becomes subject to any bankruptcy, receivership or similar proceeding that is not dismissed within sixty (60)

days.

Upon the occurrence of an

Event of Default, the Holder may, by written notice to the Maker, declare the entire unpaid Principal Amount and all accrued interest

immediately due and payable. together with all attorneys’ fees, costs and expenses incurred by the Holder in collecting or enforcing

payment thereof and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided

to the Holder at law or in equity. Commencing on the date of the Event of Default, interest on this Note shall accrue at an interest rate

equal to the lesser of 15% per annum or the maximum rate permitted under applicable law.

5. Waiver.

The Maker waives presentment, demand for payment, notice of dishonor, and all other notices or demands in connection with the delivery,

acceptance, performance, default or enforcement of this Note.

6. Governing Law.

This Note shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflicts of law

principles.

7. Amendment.

This Note may be amended only by a written instrument signed by both the Maker and the Holder.

8. Assignment.

The Holder shall have the right to assign or transfer this Note or any rights hereunder, in full or in part, without the prior written

consent of the Maker.

IN WITNESS WHEREOF, the Maker

has caused this Note to be executed as of the Effective Date.

T3 DEFENSE INC.

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

EX-10.51 — STOCK PURCHASE AGREEMENT DATED AS OF JULY 6, 2026, AMONG T3 DEFENSE LTD., PROJECT 35 LTD. AND X S.A. SECURITY AND DEFENSE LTD

EX-10.51

Filename: ea029753601ex10-51.htm · Sequence: 3

Exhibit 10.51

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”)

is made and entered into as of July 6, 2026 (the “Effective Date”), among T3 Defense Inc., a Delaware corporation (“Buyer”

or “T3”), Project 35 Ltd., an Israeli corporation (the “Company”), and X S.A. Security and Defense

Ltd., an Israeli corporation (“Seller” or “XSA”, and together with the Buyer and the Company, the

“Parties” and each, a “Party”).

RECITALS

WHEREAS, the Seller is the record and beneficial

holder of 60 shares in the Company, representing 60% equity interest in the Company on a fully diluted

basis;

WHEREAS, the Buyer is a Delaware corporation

whose shares of common stock are listed on The Nasdaq Stock Market LLC under the symbol “DFNS”; and

WHEREAS, the Buyer desires to purchase

from the Seller, and the Seller desires to sell to the Buyer, the 60 shares of the Company held by the Seller (the “Purchased

Shares”) on the terms and conditions provided for herein.

NOW, THEREFORE, in consideration of the

mutual covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt

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

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means

with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with,

such Person.

“Business Day” means

any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York or Tel Aviv, Israel are authorized

or required by law to close.

“Buyer Common Stock”

means shares of common stock, par value $0.0001 per share, of the Buyer.

“Closing” means the

closing of the transactions contemplated by this Agreement, which shall occur simultaneously with the execution and delivery of this Agreement.

“Closing Date” means

the date on which the Closing occurs, which shall be the Effective Date.

“Encumbrance” means

any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, proxy, voting

trust or agreement, transfer restriction or any other encumbrance, restriction or limitation whatsoever.

“Exchange Act” means

the Securities Exchange Act of 1934, as amended.

“Founders” means

Gandi Kokton ID no. 306404880, Parpara David, ID no. 028001329 and Noa Bomshtain ID no. 314139528.

“Fully-Diluted Basis”

means the aggregate number of ordinary shares that would be outstanding assuming the exercise, conversion or exchange of all options,

warrants, convertible securities and other rights to acquire ordinary shares that are outstanding as of the applicable date of determination.

“Governmental Authority”

means any federal, state, local, municipal, foreign or other government, governmental department, commission, board, bureau, agency, regulatory

or administrative authority, court, tribunal, arbitrator or self-regulatory organization.

“Knowledge” means

with respect to any Person, the actual knowledge of such Person’s executive officers after reasonable inquiry.

“Laws” means all

laws, statutes, rules, regulations, codes, ordinances and orders of any Governmental Authority.

“Material Adverse Effect”

means, with respect to any Person, any event, circumstance, change or effect that, individually or in the aggregate, has had or would

reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets, liabilities or results of operations

of such Person and its subsidiaries, taken as a whole, or (b) the ability of such Person to consummate the transactions contemplated by

this Agreement; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be

taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic conditions; (ii)

changes in the financial or securities markets generally; (iii) changes affecting the industry in which such Person operates generally;

(iv) changes in applicable Laws or accounting standards; (v) acts of war, terrorism, natural disasters or public health emergencies; or

(vi) the announcement or pendency of the transactions contemplated hereby, except in each case of clauses (i) through (v), to the extent

such changes disproportionately affect such Person relative to other participants in the industry in which such Person operates.

“Note” means the

Promissory Note in the original principal amount of $1,250,000 attached hereto as Exhibit A.

“Person” means any

individual, corporation, partnership, limited liability company, trust, estate, association, joint venture, Governmental Authority or

other entity.

“SEC” means the United

States Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended.

ARTICLE II

PURCHASE AND SALE OF SHARES

Section 2.1 Purchase and Sale of Purchased

Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey

and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Purchased Shares, free and

clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that

the Purchased Shares are “restricted securities” as defined in the Securities Act.

Section 2.2 Purchase

Price. In consideration for the Purchased Shares, the Buyer shall issue to the Seller (i) 21,059,871 shares of Buyer Common Stock,

which shares shall not exceed 19.9% of the voting shares of the Buyer and (ii) the Note.

Section 2.3 Closing.

The Closing shall take simultaneously with the execution and delivery of this Agreement.

Section 2.4 Closing

Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:

(a) a deed transfer or book-entry confirmation evidencing the Purchased Shares, registered in the name of

the Buyer;

(b) certified copies of resolutions of the Seller’s Board of Directors and stockholders authorizing

the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and

Section 2.5 Closing

Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller:

(a) evidence of the issuance to the Seller of 21,059,871 shares of Buyer Common Stock in book-entry form or

stock certificate(s), registered in the name of the Seller;

(b) a duly executed Note;

delivery of this Agreement, the issuance of the shares of Buyer Common Stock, the Note and the consummation of the transactions contemplated

hereby; and

(d) such other documents as the Seller may reasonably request.

Section 2.6 Commissions.

The Buyer agrees and acknowledges that the Founders are entitled to commissions from the Company at the rate of 10% of each transaction,

order, contract or agreement actually concluded through their activities which generate revenue for the Company. The commission shall

be calculated based on the full value of the relevant transaction, order, contract or agreement and shall be paid to the Founders within

30 days from the date of receipt of the proceeds therefrom in the Company’s account.

For the avoidance of doubt, entitlement of the

commission shall apply separately with respect to each transaction, order, contract or agreement.

Section 2.7 Commitment

to Capital. The Buyer shall invest $2,500,000 directly into the Company’s treasury during the 12 months following the Closing.

Such funds shall be used for the development, launch and sales of two projects relating to FPV loitering munitions and a designated interceptor,

or for other purposes as may be agreed between the Parties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the

Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby as follows:

Section 3.1 Organization

and Good Standing. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws

of the State of Israel. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets

and to carry on its business as presently conducted.

Section 3.2 Authorization;

Enforceability. The Seller has all requisite corporate power and authority to enter into and perform this Agreement and to consummate

the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Seller of the transactions

contemplated hereby have been duly authorized by the Seller’s members and managers and no further consent or authorization is required.

This Agreement has been duly executed and delivered by the Seller, and constitutes a legal, valid and binding obligation of the Seller,

enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights

and remedies or by other equitable principles of general application.

Section 3.3 No Conflicts.

The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby do

not and will not (a) violate or conflict with the Articles and Memorandum of Association of the Seller, (b) violate or conflict with any

Law applicable to the Seller, or (c) result in a breach of, or constitute a default under, any material contract or agreement to which

the Seller is a party, except in each case of clauses (b) and (c), where such violation, conflict, breach or default would not have a

Material Adverse Effect on the Seller.

Section 3.4 No Litigation,

Etc. There is no suit, action, or legal, administrative, arbitration or other proceeding or governmental investigation pending

or threatened against, affecting or which will affect, the property of the Seller.

Section 3.5 Brokers.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the

transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

Section 3.6 Ownership

of the Shares. The Seller is the record and beneficial owner of the Purchased Shares. The Seller holds the Purchased Shares free

and clear of any Encumbrance, and has the absolute right to sell and transfer the Purchased Shares to the Buyer as provided in this Agreement

without the consent of any other person or entity. Upon transfer of the Purchased Shares to Buyer hereunder, Buyer will acquire good and

marketable title to the Purchased Shares free and clear of any Encumbrance, other than applicable securities laws.

Section 3.7 Investment

Intent. The Seller is acquiring the shares of Buyer Common Stock and the Note being purchased pursuant to this Agreement for its

own account and for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring

or otherwise disposing of all or any part of the Buyer Common Stock except in compliance with all applicable provisions of the Securities

Act, the rules and regulations promulgated by the SEC thereunder, and applicable securities laws.

Section 3.8 Disclosure

of Information. The Seller has access to all the reports filed by the Buyer with the SEC and has had an opportunity to ask questions

of Buyer and its representatives.

Section 3.9 Restricted

Stock. The Seller understands that the Buyer Common Stock has not been, and will not be, registered under the Securities Act,

by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona

fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands

that the Buyer Common Stock constitutes “restricted securities” under applicable U.S. federal and state securities laws and

that, pursuant to these laws, the Seller must hold the shares of Buyer Common Stock indefinitely unless they are registered with

the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

Section 3.10 Qualifications.

The Seller is an accredited investor, as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act.

The Seller is (i) experienced in making investments in companies such as the Buyer, (ii) able, by reason of its business and financial

experience and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its affiliates) to protect

its own interests in connection with the receipt of the Buyer Common Stock and the Note and (iii) able to afford the entire loss of its

investment in the Buyer.

Section 3.11 Legend.

The Seller understands that all certificates representing securities of Buyer received by it pursuant to this Agreement shall bear the

following legend, or one substantially similar thereto:

“The securities

represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment

and may not be sold, transferred or assigned in the absence of an effective registration statement for those shares under the Securities

Act of 1933, as amended, or an opinion satisfactory to the Buyer’s counsel that registration is not required under said Act.”

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents

and warrants to the Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby,

as follows:

Section 4.1 Organization

and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State

of Israel. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry

on its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction

in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except

where the failure to be so qualified or licensed would not have a Material Adverse Effect on the Company.

Section 4.2 Authorization;

Enforceability. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate

the transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation

by the Company of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors and shareholders,

and no further consent or authorization is required. This Agreement has been duly executed and delivered by the Company, and constitutes

a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting

generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Section 4.3 Capitalization.

The Seller is the owner of the Purchased Shares, which represent 60% of the Company’s authorized and issued share capital on a Fully

Diluted Basis, and there are no outstanding options, warrants, convertible securities or other rights to acquire shares of the Company,

other than the option granted to the Buyer for the 40%. All issued and outstanding shares of the Company have been duly authorized, validly

issued, fully paid and non-assessable. The Purchased Shares are duly authorized, validly issued, fully paid and non-assessable, and free

and clear of all Encumbrances, other than restrictions on transfer under applicable securities laws. The other shareholders of the Company

have no rights, including without limitation, rights of first refusal, tag-along rights or veto rights, in connection with the sale of

the Purchased Shares to the Buyer.

Section 4.4 No Conflicts.

The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby

do not and will not (a) violate or conflict with the articles of association or other organizational documents of the Company, (b) violate

or conflict with any Law applicable to the Company, or (c) result in a breach of, or constitute a default under, any material contract

or agreement to which the Company is a party, except in each case of clauses (b) and (c), where such violation, conflict, breach or default

would not have a Material Adverse Effect on the Company.

Section 4.5 Financial

Statements. The Seller has delivered to the Buyer complete and accurate copies of the Company’s internally prepared financial

statements for the fiscal years ended December 31, 2025 and December 31, 2024, and for the period ended March 31, 2026 (collectively,

the “Financial Statements”). The Financial Statements fairly present, in all material respects, the financial position

of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended.

Section 4.6 No Undisclosed

Liabilities. The Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)

that would be required to be reflected or reserved against on a balance sheet prepared in accordance with IFRS, except for (a) liabilities

reflected or reserved against in the most recent balance sheet included in the Financial Statements, (b) liabilities incurred in the ordinary

course of business since the date of such balance sheet, and (c) liabilities that would not, individually or in the aggregate, be material

to the Company.

Section 4.7 Absence

of Changes. Since the date of the most recent balance sheet included in the Financial Statements, (a) there has not been any Material

Adverse Effect on the Company, and (b) the Company has conducted its business in the ordinary course consistent with past practice.

Section 4.8 Intellectual

Property. The Company owns or has the right to use all intellectual property necessary for the conduct of its business as presently

conducted. To the Knowledge of the Company, the Company’s conduct of its business does not infringe, misappropriate or otherwise

violate the intellectual property rights of any third party.

Section 4.9 Compliance

with Laws. The Company is in compliance with all applicable Laws, including, without limitation, all Israeli defense export control

laws and regulations, except where the failure to comply would not have a Material Adverse Effect on the Company.

Section 4.10 Litigation.

There is no action, suit, proceeding, claim, arbitration or investigation pending or, to the Knowledge of the Seller or the Company, threatened

against the Company that would have a Material Adverse Effect on the Company or that seeks to prevent or delay the consummation of the

transactions contemplated hereby.

Section 4.11 Tax Matters.

The Company has timely filed all material tax returns required to be filed and has paid all taxes due and owing. There are no pending

or, to the Knowledge of the Company, threatened audits, investigations or claims for or relating to any liability in respect of taxes.

Section 4.12 Brokers.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the

transactions contemplated by this Agreement based upon arrangements made by or on behalf of either Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents

and warrants to the Seller as of the date hereof and as of the Closing Date as follows:

Section 5.1 Organization

and Good Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State

of Delaware. The Buyer has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry

on its business as presently conducted.

Section 5.2 Authorization;

Enforceability. The Buyer has all requisite corporate power and authority to enter into and perform this Agreement and to consummate

the transactions contemplated hereby and to issue the shares of Buyer Common Stock and the Note in accordance with the terms hereof. The

execution and delivery of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized

by the Buyer’s Board of Directors and no further consent or authorization is required, other than the filing of a Current Report

on Form 8-K with with the SEC. This Agreement has been duly executed and delivered by the Buyer, and constitutes a legal, valid and binding

obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of,

creditors’ rights and remedies or by other equitable principles of general application.

Section 5.3 Capitalization.

Upon issuance in accordance with this Agreement, the Buyer Common Stock will be duly authorized, validly issued, fully paid and non-assessable,

and free and clear of all Encumbrances, other than restrictions on transfer under applicable securities laws.

Section 5.4 No Conflicts.

The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do

not and will not (a) violate or conflict with the Certificate of Incorporation or Bylaws of the Buyer, (b) violate or conflict with any

Law applicable to the Buyer, (c) result in a breach of, or constitute a default under, any material contract or agreement to which the

Buyer is a party, or (d) violate or conflict with any applicable rules or regulations of The Nasdaq Stock Market LLC, except in each case

of clauses (b) and (c), where such violation, conflict, breach or default would not have a Material Adverse Effect on the Buyer.

Section 5.5 SEC Filings.

The Buyer has filed all reports, schedules, forms, statements and other documents required to be filed by the Buyer with the SEC pursuant

to the reporting requirements of the Exchange Act (all of the foregoing and all exhibits included therein and financial statements and

schedules thereto, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects

with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

Section 5.6 Nasdaq Listing.

The Buyer Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “DFNS.” The Buyer is in compliance in all

material respects with the applicable listing and corporate governance rules of The Nasdaq Stock Market LLC other than as disclosed by

the Buyer on a Form 8-K filed with the SEC. The issuance of the Buyer Common Stock does not require stockholder approval under Nasdaq

Listing Rule 5635.

Section 5.7 No Material

Adverse Effect. Since the date of the most recent audited financial statements included in the SEC Reports, there has not been

any Material Adverse Effect on the Buyer.

Section 5.8 Brokers.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the

transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification

by the Seller. Subject to the limitations set forth in this Article VI, the Seller shall indemnify and hold harmless the Buyer

and its officers, directors, employees, agents and Affiliates (collectively, the “Buyer Indemnitees”) from and against

any and all losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys’ fees) (“Losses”)

arising out of or resulting from (a) any breach of any representation or warranty of the Seller or the Company contained in this Agreement,

or (b) any breach of any covenant or agreement of the Seller or the Company contained in this Agreement.

Section 6.2 Indemnification

by the Buyer. Subject to the limitations set forth in this Article VI, the Buyer shall indemnify and hold harmless the Seller

and its officers, directors, employees, agents and Affiliates (collectively, the “Seller Indemnitees”) from and against

any and all Losses arising out of or resulting from (a) any breach of any representation or warranty of the Buyer contained in this Agreement,

or (b) any breach of any covenant or agreement of the Buyer contained in this Agreement.

Section 6.3 Survival.

The representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of twenty-four (24)

months following the Closing Date

ARTICLE VII

MISCELLANEOUS

Section 7.1 Expenses.

Except as otherwise expressly provided herein, each Party shall be responsible for the payment of the expenses incurred by such Party

in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

Section 7.2 Notices.

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given (a)

when delivered personally, (b) when sent by confirmed electronic mail, (c) one (1) Business Day after being sent by a nationally recognized

overnight courier, or (d) five (5) Business Days after being mailed by registered or certified mail, return receipt requested, postage

prepaid, to the Parties at their respective addresses set forth on the signature pages hereto (or to such other address as a Party may

designate by notice to the other Parties).

Section 7.3 Entire Agreement.

This Agreement (including the Exhibits and Schedules hereto) constitutes the entire agreement among the Parties with respect to the subject

matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect

to the subject matter hereof.

Section 7.4 Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its

conflicts of law principles. Notwithstanding the foregoing, all matters relating to the authorization, validity, and enforceability of

the issuance of the Buyer Common Stock, including Section 2.2, Section 2.5, and Article V of this Agreement, shall be governed by and

construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

Section 7.5 Dispute

Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity

thereof, shall first be submitted to mediation in Tel Aviv, Israel. If such dispute is not resolved through mediation within sixty (60)

days, the dispute shall be finally resolved by the competent courts of Tel Aviv-Jaffa, Israel, applying the laws of the State of Israel.

Section 7.6 Amendment

and Waiver. This Agreement may be amended, modified or supplemented only by a written instrument signed by all of the Parties.

Any term or condition of this Agreement may be waived at any time by the Party entitled to the benefit thereof, but only by a written

instrument signed by such Party.

Section 7.7 Severability.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect,

and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties’ intent in entering into

this Agreement.

Section 7.8 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to

be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission

shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 7.9 No Third-Party

Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and

nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy

of any nature whatsoever under or by reason of this Agreement.

Section 7.10 Further

Assurances. Each Party shall execute and deliver such additional documents, instruments and conveyances and shall take such further

actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the Parties

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

T3 DEFENSE INC.

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

Address:

575 Fifth Avenue, 14th Floor

New York, New York 10017

PROJECT 35 LTD.

By:

/s/ Project 35 Ltd.

X S.A. SECURITY & DEFENSE LTD.

By:

/s/ X S.A. Security & Defense Ltd.

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