T3 Defense Inc. 8-K

What Happened

• T3 Defense Inc. announced on June 12, 2026 that it sold 15,187,265 shares of common stock to Esousa Group Holdings, LLC for $3,805,929 pursuant to a common stock purchase agreement dated September 19, 2025. The offering was made under a registration statement declared effective by the SEC on December 23, 2025 (Reg. No. 333-292209).
• The company and the investor also completed additional purchases on April 20, May 15, May 22, May 29 and June 4, 2026. Altogether the transactions total 17,294,784 shares for $4,545,236 in gross proceeds.

Key Details

• June 12, 2026 sale: 15,187,265 shares for $3,805,929.
• Other purchases: Apr 20 (74,880 shares, $42,232); May 15 (146,706, $61,925); May 22 (284,236, $96,299); May 29 (1,237,361, $425,652); Jun 4 (364,336, $113,199).
• Total issued to investor under these transactions: 17,294,784 shares for $4,545,236 gross proceeds.
• As of the filing date the company had 94,832,476 common shares outstanding and 200 shares of Series B Convertible Preferred Stock issued under the February 24, 2026 securities purchase agreement.
• The investor waived a prohibition (in a Feb. 24, 2026 securities purchase agreement) that would otherwise block the company from issuing purchase notices under its equity line program; however, there is no assurance future waivers will be granted and further sales under the equity line may be restricted until conditions in that agreement are satisfied.

Why It Matters

• The transactions raise cash for T3 Defense (about $4.55M gross) but also increase the number of outstanding shares, which dilutes existing shareholders.
• The investor’s waiver enabled these sales under the equity line arrangement, but the company notes future waivers are not guaranteed, which could limit the company’s ability to raise additional capital under the equity line until contractual conditions are met.
• Investors should note the updated share count and the reliance on private-investor purchases for near-term funding when assessing equity dilution and capital resources.