T3 Defense Inc. 8-K

What Happened

• T3 Defense Inc. (DFNS) announced a 1-for-50 reverse stock split, approved by stockholders on June 24, 2026. The company filed a Certificate of Amendment with the Delaware Secretary of State on July 13, 2026, and the reverse split will become effective at 12:01 a.m. ET on July 20, 2026. Trading of the company’s common stock on Nasdaq will be on a split-adjusted basis beginning at market open on July 20, 2026, under the existing ticker DFNS.

Key Details

• Reverse split ratio: 1-for-50; effective date: July 20, 2026 at 12:01 a.m. ET.
• Purpose: to raise the per-share bid price above $1.00 and regain compliance with Nasdaq Listing Rule 5550(a)(2); Nasdaq requires trading at or above $1.00 for 10 consecutive trading days to regain compliance.
• Administrative: new CUSIP will be 67054R302; total authorized capital remains 150,000,000 common and 10,000,000 preferred shares; par value and shareholder rights unchanged.
• Mechanics: outstanding shares and equity awards will be adjusted; resulting share counts after dividing by 50 will be rounded up to whole shares (no fractional shares issued), with rounding performed at the participant level; shareholders holding through brokers need take no action.

Why It Matters

• For investors, the reverse split reduces the number of shares outstanding and increases the per-share price proportionally, but does not materially change each holder’s percentage ownership (except for minor changes from rounding). The company’s stated goal is to satisfy Nasdaq’s minimum bid price requirement; however, T3 Defense cautions it cannot guarantee the reverse split will achieve or sustain the desired price level. Shareholders should note the new CUSIP and that their brokerage accounts will automatically reflect the split.