Form 8-K

8-K — T3 Defense Inc.

Accession: 0001185185-26-003774

Filed: 2026-08-31

Period: 2026-08-28

CIK: 0001787518

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Termination of a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dfns8k082626.htm (Primary)

EX-10.52 — EXHIBIT 10.52 (dfnsex10-52.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: dfns8k082626.htm · Sequence: 1

false

0001787518

2026-08-28

0001787518

DFNS:CommonStock0.0001ParValuePerShareMember

2026-08-28

0001787518

DFNS:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor11500.00PerShareMember

2026-08-28

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): August 28, 2026

DEFENSE INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39341

38-3912845

(State or other jurisdiction

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 ☐

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 1.02 Termination of Material Definitive Agreement.

On August 28, 2026, T3 Defense Inc. (the “Company”)

executed and delivered the Cancellation Agreement with Project 35 Ltd. (“Project 35”) and X S.A. Security and Defense Ltd. (the

“Seller”). Pursuant to the terms of Cancellation Agreement, the 60% equity interest acquired by the Company in Project 35 was

returned to the Seller and the 168,479 shares of common stock of the Company (the “Shares”) and the issuance of a $1,250,000

note bearing interest at the rate of 12% maturing July 5, 2027 (the “Note”) were returned by the Seller to the Company. The

acquisition was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission

on July 9, 2026.

As a result of the transaction contemplated by

the Cancellation Agreement, the parties have returned to their positions prior to the execution and delivery of the acquisition. The parties

released each other from any and all liabilities and claims arising from the contemplated acquisition, including without limitation the

obligation of the Company to fund Project 35. Accordingly, the Shares have been returned to being authorized but unissued shares of the

Company and the Note has been cancelled in its entirety. Notwithstanding the termination of the acquisition, the parties are continuing

to discuss a possible joint venture, purchases of the products of Project 35 or another type of transaction.

The above description of the Cancellation Agreement

is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.52.

Item 8.01 Other Events.

As reported on the Form 10-Q for the quarter

ended June 30, 2026 which was filed by the Company with the Securities and Exchange Commission on August 18, 2026, the Company had 1,663,806

shares issued and outstanding as of August 14, 2026. As a result of the aggregate issuance of 1,344,969 shares of common stock, including

shares: (i) pursuant to the Registration Statement on Form S-8, (ii) issued from the conversion of outstanding Series B Convertible Preferred

Shares, and (iii) issued from the exercise of Common and Pre-Funded warrants, the Company currently has 3,008,775 shares issued and outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.52

Cancellation Agreement is entered into as of August 28, 2026 among T3 Defense Inc., Project 35 Ltd. and X S.A. Security and Defense Ltd.

104

Cover Page Interactive Data File (formatted as inline XBRL)

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:

August 31, 2026

By:

/s/

Menachem Shalom

Name:

Menachem

Shalom

Title:

Chief

Executive Officer

EX-10.52 — EXHIBIT 10.52

EX-10.52

Filename: dfnsex10-52.htm · Sequence: 2

Exhibit 10.52

CANCELLATION AGREEMENT

This Cancellation Agreement

is entered into as of August 28, 2026 (this “Agreement”), among T3 Defense Inc., a Delaware corporation (“T3”),

Project 35 Ltd. (the “Company”) and X S.A. Security and Defense Ltd. (“XSA”).

WHEREAS, pursuant to the terms

and provisions of the Stock Purchase Agreement dated as of July 6, 2026 (the “Purchase Agreement”; capitalized terms

used in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein) among

the parties hereto, T3 purchased a 60% equity interest in the Company from XSA; and

WHEREAS, the Parties desire

to unwind the acquisition and cancel the Purchase Agreement in its entirety, including without limitation, T3 returning the Purchased

Shares to XSA and XSA returning the Buyer Common Stock and cancelling the Note.

NOW, THEREFORE, for good and valuable consideration,

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

1. Cancellation of Acquisition. The Parties

desire to restore each other to the position they were prior to the consummation of the transactions described in the Purchase Agreement.

Accordingly, simultaneous with the execution and delivery of this Agreement,

(a) T3 shall deliver the Purchased

Shares to XSA with a duly executed share transfer deed and any other instrument necessary to register the Purchased Shares in the name

of XSA on the register of shareholders of the Company; and

(b) XSA shall deliver (i)

168,479 shares of Buyer Common Stock (representing the post-reverse stock of the Buyer Common Stock effective July 20, 2026) to T3, along

with any documentation required by the transfer agent for T3 to have such shares returned to the treasury of T3 and (ii) the Note, marked

cancelled, or if the original cannot be located, an affidavit and indemnity in form reasonably satisfactory to T3.

2. Release. Each Party hereby releases

and forever discharges the other and its respective officers, directors, employees, agents and affiliates from any and all claims, liabilities,

and obligations of any kind, whether known or unknown, arising out of or relating to the Purchase Agreement or the transactions contemplated

thereby, including any claim for breach of representation, warranty, or covenant thereunder, other than the obligations of the Parties

in this Agreement.

3. No Further Obligations. T3 shall have

no further obligations to either XSA or the Company or its shareholders. The Purchase Agreement is hereby terminated in its entirety and

the purchase and sale of the Purchased Shares effected thereunder is unwound in its entirety.

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/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

PROJECT 35 LTD.

By:

/s/ Noa Bomshtein

Name:

Noa Bomshtein

Title:

Chief Executive Officer

X S.A. SECURITY & DEFENSE LTD.

By:

/s/ Elad Shohat

Name:

Elad Shohat

Title:

Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 28, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 28, 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

Entity Address, Address Line Two

Entity Address, Address Line Three

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

false

Entity Information, Former Legal or Registered Name

Not

Applicable

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 $11,500.00 per share

Title of 12(b) Security

Warrants, each warrant exercisable

for one Share of Common Stock for $11,500.00 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

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

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

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

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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_WarrantsEachWarrantExercisableForOneShareOfCommonStockFor11500.00PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: