T3 Defense Inc. Executes $3M Short-Term Term Note

What Happened

• T3 Defense Inc. (DFNS) filed an 8‑K (Item 2.03) reporting that on September 8, 2026 it executed a Term Note and borrowed $3,000,000 from an institutional lender. The note requires repayment upon the earlier of (i) December 8, 2026; (ii) closing of a $10,000,000 Series B Convertible Preferred Stock sale as contemplated by a February 24, 2026 Securities Purchase Agreement with the lender; or (iii) the Company completing a financing generating at least $3,000,000. Interest accrues at 1% per month. The full agreement is filed as Exhibit 10.54.

Key Details

• Loan amount: $3,000,000 (Term Note executed Sept 8, 2026).
• Maturity/repayment triggers: earliest of Dec 8, 2026; closing of $10,000,000 Series B sale per Feb 24, 2026 SPA; or closing of a financing ≥ $3,000,000.
• Interest: 1% per month (about 12% on a simple annualized basis).
• Documentation: Term Note attached as Exhibit 10.54 to the 8‑K filed Sept 11, 2026.

Why It Matters

• This is a short‑term financing that increases the company’s near‑term obligations and will affect liquidity until repaid or refinanced. The interest rate and short maturity mean carrying costs can be material if not repaid quickly.
• Repayment is linked to a planned Series B convertible preferred sale or a new financing, so investors should watch for related filings that could affect capital structure or cause dilution if the Series B is issued.
• Retail investors should monitor subsequent 8‑Ks or SEC filings for updates on repayment, completion of the Series B sale, or other financing activity that addresses the Company’s cash needs.