T3 Defense Inc. Cancels Project 35 Acquisition

What Happened T3 Defense Inc. announced on August 28, 2026 that it executed a Cancellation Agreement with Project 35 Ltd. and X S.A. Security and Defense Ltd., reversing the previously announced acquisition. Under the agreement the 60% equity interest in Project 35 was returned to the seller, and the seller returned 168,479 shares of T3 common stock and a $1,250,000 promissory note to T3. The note bore 12% interest and would have matured on July 5, 2027. The parties released each other from all liabilities and claims related to the contemplated acquisition and said they may continue discussions on a possible joint venture, product purchases, or another transaction.

Key Details

• Cancellation Agreement executed and delivered: August 28, 2026.
• Equity returned: 60% interest in Project 35 returned to the seller.
• Stock returned: 168,479 shares of T3 common stock returned and are now authorized but unissued.
• Note cancelled: $1,250,000 note at 12% interest (maturity July 5, 2027) cancelled in full.
• Share count update (separate filing): As of Aug 14, 2026 T3 reported 1,663,806 shares outstanding; after aggregate issuances of 1,344,969 shares (S-8, conversion of Series B preferred, warrant exercises), T3 now reports 3,008,775 shares outstanding.

Why It Matters For investors, the acquisition reversal removes the Company’s ownership stake in Project 35 and cancels the $1.25M note and related dilution from the 168,479 shares issued to the seller. The mutual release of claims reduces potential contingent liabilities tied to that transaction. However, the company’s total outstanding share count has increased to 3,008,775 following other recent issuances, which is relevant for ownership percentages and per-share metrics. The parties indicated they may pursue alternative commercial arrangements, but no new transaction was announced in this filing.