T3 Defense Inc. 8-K

What Happened

• On July 6, 2026, T3 Defense Inc. (DFNS) announced it acquired 60% of the fully diluted equity of Project 35, an Israeli defense contractor, pursuant to a Stock Purchase Agreement dated July 6, 2026. Consideration for the 60 ordinary shares: 21,059,871 shares of DFNS common stock and a $1,250,000 promissory note (12% interest, maturing July 5, 2027). The Company also agreed to invest an additional $2,500,000 in Project 35 over the next 12 months. The seller is X S.A. Security and Defense Ltd.

Key Details

• Ownership acquired: 60% of Project 35 (on a fully diluted basis).
• Consideration: 21,059,871 DFNS common shares + $1,250,000 promissory note (12% interest; maturity July 5, 2027).
• Additional commitment: $2,500,000 investment in Project 35 within 12 months.
• Target business: Project 35 supplies unmanned aerial platforms and counter‑UAV systems (including the HY-380 autonomous, man‑portable interceptor); holds AS9100 certification and is engineered to Western/Blue UAS and NDAA standards; customers include major Israeli defense firms and the Israel Ministry of Defense.
• Filing note: DFNS indicated it will file the financial statements for the business acquisition as required (Item 9.01).

Why It Matters

• Immediate financial impact: the deal involves substantial equity issuance (21M+ shares) and near‑term cash/credit commitments ($1.25M note plus $2.5M promised investment), which can affect dilution and short-term cash needs.
• Strategic impact: adds an Israeli drone and counter‑UAV business with recent live‑fire test validation (HY‑380) and established defense customers, expanding DFNS’s product portfolio and defense market exposure.
• Investors should watch for the forthcoming financial statements for Project 35 (to assess revenues, profitability, and integration costs) and any updates on the promised $2.5M funding and note repayment status.

Note: The filing includes standard forward‑looking statement cautions; details of the Stock Purchase Agreement and promissory note are attached as exhibits to the 8‑K.