T3 Defense Inc. 8-K

What Happened T3 Defense Inc. (DFNS) announced on June 29, 2026 (filing date) that at its special meeting of stockholders held June 24, 2026, shareholders approved proposals related to securities from a February 24, 2026 private placement. As of the May 21, 2026 record date, 60,270,525 shares were outstanding and 35,716,531 shares (59.26%) were present or represented by proxy. Each proposal was approved by a majority of shares present or represented.

Key Details

• Special meeting date: June 24, 2026; proxy statement previously filed June 1, 2026.
• Approved issuance actions required for compliance with Nasdaq rules involving: (a) shares issuable on exercise of certain restricted common stock purchase warrants issued/issuable in the February 2026 Private Placement (Securities Purchase Agreement dated Feb 24, 2026); and (b) shares issuable on conversion of Series B Convertible Preferred Stock issued/issuable in that same placement (Nasdaq Listing Rule 5635(d)).
• Shareholders granted the Board 18 months of discretionary authority to amend the charter to effect a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-250; the Board will choose the specific ratio if it acts.

Why It Matters These approvals clear the company to issue common shares tied to the February 2026 private placement (warrants and convertible preferred), which can increase the number of outstanding shares if exercised or converted. The reverse split authorization gives the Board the power to consolidate shares within a wide ratio range (1-for-2 to 1-for-250) over the next 18 months; a reverse split would reduce share count and increase the per-share price proportionally, but would not by itself change each shareholder’s proportional ownership. Investors should watch for any future Board action and related filings disclosing the chosen split ratio or subsequent issuances/conversions.