T3 Defense Inc.: regains Nasdaq stockholders' equity compliance

What happened T3 Defense Inc. announced it has regained compliance with Nasdaq's stockholders' equity requirement. The Company said it received a notice from Nasdaq on Aug 20, 2026 that it was not in compliance with Nasdaq Listing Rule 5450(b)(1)(A), which requires minimum stockholders' equity of $10,000,000. The Company reported that common warrants issued in a $20,000,000 private placement on Feb 24, 2026 were classified as liabilities and were remeasured at fair value, which moved stockholders' equity from approximately $42,500,000 at Mar 31, 2026 to a deficit of approximately $19,700,000 at Jun 30, 2026. As of Sep 30, 2026, holders had exercised approximately 96% of the outstanding warrants; after giving effect to those exercises, the Company reported pro forma total stockholders' equity of approximately $99,900,000. The Company has requested that Nasdaq resolve the previously disclosed deficiency and confirm compliance.

Key details

• Nasdaq notice received Aug 20, 2026 for noncompliance with the $10,000,000 stockholders' equity requirement.
• $20,000,000 private placement on Feb 24, 2026 resulted in common warrants classified as liabilities.
• Warrant liability carrying amounts: approximately $24,500,000 at Dec 31, 2025 and approximately $124,400,000 at Jun 30, 2026.
• Approximately 96% of warrants were exercised by Sep 30, 2026, and pro forma stockholders' equity was approximately $99,900,000.

Why it may matter The filing reports Item 7.01 — Regulation FD Disclosure, which covers public disclosure of material information under Regulation FD. The Company said it believes it has regained compliance with Nasdaq's stockholders' equity requirement and has asked Nasdaq to confirm that determination; Nasdaq may continue to monitor compliance and could take action if the Company does not evidence compliance in its next periodic report (the Form 10-Q for the quarter ending Sep 30, 2026). This filing does not show why the company acted.