T3 Defense Inc. 8-K

What Happened

• T3 Defense Inc. announced on April 27, 2026 that it entered a Note Exchange Agreement with CEO and director Menachem Shalom to cancel $2,138,962 (principal plus accrued interest) of notes held by Mr. Shalom in exchange for 4,174,399 restricted shares of common stock.
• The exchange used a conversion price of $0.5124 per share, which equals the last consolidated bid price on the Nasdaq. The Exchange Shares are restricted and cannot be sold without registration or an applicable exemption.
• On the same date the Board approved reducing the exercise price of the warrant (originally issued to Star 26 and allocated to Mr. Shalom) from $1.50 to $0.5124 per share. Mr. Shalom’s warrant covers 7,175,662 shares.

Key Details

• Date of action: April 27, 2026; Note Exchange Agreement executed that day.
• Debt cancelled: $2,138,962 (notes assigned to Mr. Shalom from Star 26 plus accrued interest).
• Shares issued: 4,174,399 restricted common shares at $0.5124 per share.
• Warrant change: Star Warrant exercise price reduced from $1.50 to $0.5124; Mr. Shalom’s warrant = 7,175,662 shares.
• Related agreements: notes were assigned from Star 26 under the Star Purchase Agreement and tied to a Call Option from Esousa Group Holdings LLC.

Why It Matters

• For investors, the transaction eliminates roughly $2.14M of the company’s debt owed to the CEO, improving reported liabilities, while issuing shares increases the company’s outstanding equity base (dilution).
• The reduced warrant exercise price creates potential for additional future dilution if warrants are exercised at the lower strike, and it makes conversion/exercise more likely at current market prices.
• The Exchange Shares are restricted, limiting immediate resale; full terms of the Note Exchange Agreement are filed as Exhibit 10.53 in the 8-K for investors who want the complete legal details.