T3 Defense Inc. 8-K

What Happened

• On February 16, 2026, T3 Defense Inc. (through its indirectly wholly‑owned subsidiary Star Twenty Six Ltd.) acquired 51% of the fully diluted equity of I.T.S. Industrial Tecno-logic Solutions Ltd. (“ITS”) pursuant to an agreement dated June 8, 2025. ITS and its subsidiary Positech Ltd. design and manufacture integrated electro-mechanical machines, assembly lines and motion control systems for military and civilian customers. The company issued a press release on February 17, 2026 announcing the transaction.

Key Details

• Ownership: 51% acquired on February 16, 2026; Star has an exclusive 3‑year option to buy the remaining 49%.
• Option price for the remaining 49%: 25 million NIS if exercised in year 1, 30 million NIS in year 2, or 35 million NIS in year 3.
• Financing/Consideration: As of February 15, 2026, Star has lent ITS NIS 10,000,000 (~$3.24 million) at interest = Israeli CPI + 4%. In exchange for the loan, Star received the 51% equity; no additional consideration is required now.
• Repayment conditions: Loans are repayable only after January 1, 2027 and only if (a) ITS’s assets are at least 150% of liabilities for 6 continuous months and (b) total bank credit to ITS and Positech is less than three months of their income for 6 continuous months.
• Disclosure: The Agreement is attached as Exhibit 10.50 and a press release as Exhibit 99.1; required financial statements of the acquired business will be filed later.

Why It Matters

• The acquisition gives T3 Defense a controlling stake in an Israeli engineering and manufacturing business that complements its defense-related product capabilities (electro‑mechanical systems and motion control).
• The structure (equity received in exchange for a loan with conditional repayment and a multi‑year call option on the remaining shares) limits immediate cash outlay but creates potential future purchase obligations (25–35 million NIS) if the option is exercised.
• Investors should note upcoming filings: the company will provide the financial statements required for the acquired business, which will help assess ITS’s contribution to revenue, margins and cash flow.