T3 Defense Inc. 8-K

What Happened

• T3 Defense Inc. (DFNS) filed a Form 8-K reporting that its stockholders approved a reverse stock split of the Company's common stock at a ratio of 1-for-125. The Board had earlier proposed a 1-for-50 split but increased the ratio; the split was approved at a special meeting on June 24, 2026. The Company filed a Certificate of Amendment with the Delaware Secretary of State on July 15, 2026, and the Reverse Stock Split becomes effective at 12:01 a.m. ET on July 20, 2026. The Company’s common stock will trade on Nasdaq on a split-adjusted basis under the existing symbol “DFNS” beginning at market open on July 20, 2026.

Key Details

• Reverse split ratio: 1-for-125 (approved June 24, 2026; filed July 15, 2026; effective July 20, 2026 at 12:01 a.m. ET).
• Nasdaq goal: raise per‑share bid price above $1.00 to regain compliance with Nasdaq Listing Rule 5550(a)(2); compliance requires the stock to trade ≥ $1.00 for 10 consecutive trading days.
• Fractional shares: resulting shares are rounded up to the nearest whole share so no fractional shares or cash payments will be issued; rounding will be handled at the participant level (not at the beneficial-holder brokerage level).
• Other effects: equity awards will be adjusted to reflect the split; CUSIP after the split will be 67054R302. Authorized shares remain 150,000,000 common and 10,000,000 preferred; par value and preferred rights unchanged.

Why It Matters

• For shareholders, the reverse split reduces the number of outstanding shares and increases the per‑share price proportionally, but does not materially change each holder’s percentage ownership (aside from minor rounding effects). The company’s stated objective is to restore compliance with Nasdaq’s $1.00 minimum bid-price rule. The filing expressly notes there is no assurance the reverse split will achieve or sustain the desired effect. Investors should expect share balances in brokerage accounts to be automatically adjusted when trading begins on July 20, 2026.