8-K - DFNS - Equibles

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

of

the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): March 31, 2026

T3

DEFENSE INC. (Exact name of registrant as specified in its charter)

Delaware	001-39341	38-3912845
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

575Fifth Avenue**, 14^th^Floor**

NewYork, New York 10017

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including area code)

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant<br> to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.0001 par value per share	DFNS	The<br> Nasdaq Stock Market LLC
Warrants,<br> each warrant exercisable for one Share of Common Stock for $92.00 per share	DFNSW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2026, T3 Defense, Inc., a Delaware corporation (the “Company” or “T3”), memorialized the termination of its obligation to pay $16,000,000 to its wholly-owned subsidiary Star 26 Capital, Inc., a Nevada corporation (“Star 26”).

Pursuant to the Cancellation Agreement, (the “Cancellation Agreement”), while all terms and provisions of the Amended and Restated Securities PurchaseAgreement, dated September 15, 2025 (the “Acquisition Agreement”) remain in full force and effect, and the Company'sownership of Star 26, including all assets, operations, and subsidiaries, is unaffected, the Company eliminated $16,000,000 of indebtedness, effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders.

Pursuant to the terms of the Cancellation Agreement, the entire $16,000,000 obligation to Star 26, including principal, accrued interest and any other amounts owing with respect thereto, were cancelled, terminated and rendered of no further force or effect, effective immediately, at no cost,no dilution, and with no offsetting obligation to the Company or its shareholders and while maintaining full ownership of Star 26 and all of its assets.

Strategic Rationale and Background

The $16,000,000 obligation (the “Indebtedness”) was originally structured in contemplation of T3’s acquisition of 51% of the share capital of Star 26, at which time Star 26 was expected to continue operating as a standalone entity requiring independent financial support.

Following the parties’ agreement to restructure the transaction as a full acquisition as fully contemplated in the Acquisition Agreement, T3 assumed complete (100%) ownership of, and full operational and financial responsibility for, Star 26 and all of its assets. As Star 26 became a wholly-owned subsidiary of the Company, the original commercial rationale for the Indebtedness—namely, to provide standalone financial support to Star 26 as a partially-owned entity—was eliminated entirely. The Indebtedness was never memorialized in a promissory note,the note was never executed or issued, and the parties determined that the obligation served no continuing business or commercial purpose in furtherance of the acquisition.

The above description of the Cancellation Agreement is qualified in its entirety by reference to the Cancellation Agreement, a copy of which is attached hereto as Exhibit 10.50.

Item9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
10.50	Cancellation Agreement dated March 31, 2026 by and between T3 Defense Inc. and Star 26 Capital, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	T3 DEFENSE INC.
Date:<br> April 3, 2026	By:	/s/<br> Menachem Shalom
	Name:	Menachem<br> Shalom
	Title:	Chief<br> Executive Officer

Exhibit 10.50

CANCELLATION AGREEMENT

This Cancellation Agreement (this “Agreement”) is entered into as of March 31, 2026, by and between T3 Defense Inc., a Delaware corporation (“T3”), and Star 26 Capital, Inc., a Nevada corporation (“Star 26”).

WHEREAS, pursuant to the terms and provisions of the Amended and Restated Securities Purchase Agreement dated September 15, 2025 among T3, Star 26 and the shareholders of Star 26, T3 is indebted to Star 26 in the aggregate principal amount of $16,000,000 (the “Indebtedness”); and

WHEREAS, as of the date hereof, Star 26 is wholly-owned subsidiary of T3; and

WHEREAS, the Indebtedness was included in contemplation of T3's acquisition of 51% of the share capital of Star 26 as originally structured under the Agreement, at which time Star 26 was expected to continue operating as a standalone entity requiring independent financial support; and

WHEREAS, following the parties' agreement to restructure the transaction as a full (100%) acquisition of Star 26, pursuant to which T3 assumed complete ownership of, and operational and financial responsibility for, Star 26 and its assets, the rationale underlying such Indebtedness is no longer applicable, and the Indebtedness serves no continuing business or commercial purpose in furtherance of the acquisition;

WHEREAS, the parties agree and acknowledge that notwithstanding that the Indebtedness was never memorialized, such note was never executed and never issued, the parties desire to cancel the obligation with respect to said Indebtedness.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Cancellation of Indebtedness. The obligation of T3 to pay Star 26, including all principal, accrued interest and any other amounts owing with respect to the Indebtedness, is hereby cancelled, terminated and of no further force or effect.

2. Release. Star 26 hereby releases and forever discharges T3 from any and all claims, demands, obligations and liabilities arising out of or related to the Indebtedness.

3. No Further Obligations. T3 shall have no further obligations to Star 26 or its shareholders with respect to the Indebtedness.

4. Governing Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Delaware and the appropriate court located in the State of Delaware shall exclusive jurisdiction over any dispute relating to this Agreement. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf), all of which taken together will constitute one and the same agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter hereof.

Remainder of Page Intentionally Omitted; SignaturePage Follows

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

T3 DEFENSE INC.
By:	/s/ Reuven Yeganeh
Name:	Reuven Yeganeh
Title:	Member of the Board of Directors
STAR 26 CAPITAL, INC.
By:	/s/ Menachem Shalom
Name:	Menachem Shalom
Title:	Chief Executive Officer