8-K
T3 Defense Inc. (DFNS)
UNITED STATESSECURITIES 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
Date of Report (Date of earliest event reported):February 9, 2026
T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39341 | 38-3912845 |
|---|---|---|
| (State or other jurisdiction ofincorporation or organization) | (Commission File Number) | (IRS EmployerIdentification Number) |
575Fifth Avenue**, 14^th^ Floor**
New York, New York 10017
(Address of principal executive offices)
212-791-4663
(Registrant’s telephone number, including area code)
Nukkleus Inc.
(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant 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 Stock, $0.0001 par value per share | DFNS | The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share | DFNSW | The 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 5.03 Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.
Effective February 9, 2026, Nukkleus Inc. (the “Company”) changed its name by the filing of a certificate of correction to the Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company to “T3 Defense Inc.”. The change in the name of the Company was effectuated pursuant to Section 242(d)(1) of the Delaware General Corporation Law.
As a result of the name change, the new ticker of the Company will be “DFNS”. The Company will commence trading under the new ticker symbol on The Nasdaq Stock Market LLC on February 9, 2026. There is no change to the CUSIP of the Company.
Item 7.01 Regulation FD Disclosure.
On February 9, 2026, Nukkleus Inc. issued a press release regarding the name change of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.8.1 | Certificate of Correction. |
| 3.8.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. |
| 99.1 | Press Release dated February 9, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: February 9, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer |
2
Exhibit 3.8.1
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
The corporation organized and existing under the General Corporate Law of the State of Delaware, hereby certifies as follows:
ONE: The name of the corporation is Nukkleus Inc.
TWO: A Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation was filed by the Secretary of State of Delaware on February 2, 2026. Said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware
THREE: The inaccuracy or defect of said Certificate is as follows:
Due to a clerical error, the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation shall become effective on February 9, 2026, not February 4, 2026.
FOUR: Article Five of the Certificate is corrected to read as follows:
That such amendment has been duly adopted by the unanimous written consent of the Board of Directors of the Corporation in accordance with the provisions of 242 of the General Corporate Law of the State of Delaware.
This Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation shall be effective as of 12:01 a.m. Eastern time on February 9, 2026.
Dated: February 3, 2026
| Nukkleus Inc. | |
|---|---|
| By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom |
| Title: | President and CEO |
Exhibit 3.8.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NUKKLEUS INC.
Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware
The undersigned, being a duly authorized officer of Nukkleus Inc. (the “Corporation”), a corporation duly formed and currently existing under the laws of the State of Delaware, does hereby certify as follows:
ONE: The name of this corporation is Nukkleus Inc. and the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 22, 2023.
TWO: The Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation was amended on October 11, 2024.
THREE: The Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation was amended on October 16, 2024.
FOUR: The Certificate of Amendment to the Certificate of Correction to the Amended and Restated Certificate of Incorporation of the Corporation was amended on October 18, 2024.
The Certificate of Amendment to the Amended and Restated Certificate of Incorporation is hereby amended as follows:
FIRST: That Article I of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the sentence contained therein and inserted the following in its stead:
“The name of the Corporation is T3 Defense Inc.”
SECOND: That such amendment has been duly adopted by the unanimous written consent of the Board of the Directors of the Corporation in accordance with the provisions of 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective as of 12:01 a.m. Eastern time on February 4, 2026.
Dated: February 2, 2026
| Nukkleus Inc. | |
|---|---|
| By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom |
| Title: | President and Chief Executive Officer |
Exhibit 99.1
Nukkleus Inc. Announces Corporate Rebranding:Changes Name to T3 Defense Inc. and Ticker Symbol to DFNS
The name and ticker change reflects the company’sstrategic focus on acquiring and operating mission-critical defense businesses that are deeply embedded in long-cycle national securityprograms
TEL AVIV / NEW YORK – February 9, 2026 – T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc. (NASDAQ: NUKK), today announced a corporate rebrand that formalizes the company’s strategy as a holding entity focused on building the asymmetric edge that shapes the future of defense by acquiring and scaling defense businesses positioned at structurally constrained points of the industrial base. The rebrand to T3 Defense and the adoption of the DFNS ticker is intended to clarify the company’s positioning for investors, customers, and its current and future strategic partners. The company’s common stock will continue to trade on the NASDAQ under the new ticker symbol DFNS, effective February 9, 2026. No action is required by shareholders as a result of the name or ticker symbol change.
Menny Shalom, CEO of T3 Defense noted, “Defense bottlenecks don’t show up in headlines; they show up on factory floors, in qualification queues, and in programs that can’t afford delays. We’ve built a portfolio of defense businesses with long-term contracts, deep qualifications, and real operating constraints. T3 Defense is focused on scaling that execution across a federated portfolio, relieving pressure at critical choke points and strengthening the industrial foundation required to support military readiness and operational effectiveness.”
As global defense spending accelerates, production delays increasingly originate below the prime-contractor level, specifically specialized suppliers operating at program-critical points across the defense industrial base, including suppliers supporting OEM platforms. This is where strategic value exists as they are difficult to replace and slow to scale. Several of T3 Defense’s subsidiaries already operate at these pressure points, supporting programs tied to air defense, homeland security, and AI for defense, among others. This includes participation in Israel’s national missile defense and air-defense architecture, such as Iron Dome, alongside other multi-year defense contracts that provide revenue visibility and operational continuity.
T3 Defense applies a disciplined, repeatable M&A framework built around three distinct acquisition vectors: time-to-value execution, consisting of already-operating businesses where performance improvements can be realized rapidly through pricing discipline, productivity gains, procurement optimization, and improved capacity utilization; bottleneck and capacity, defined by scarce, difficult-to-replace production nodes and specialized processes that are critical to program delivery; and qualification and access, comprising companies embedded in defense programs with established prime-contractor relationships, compliance maturity, and customer trust that reduce switching risk and accelerate growth.
The new identity reflects an operating model the company has been executing across its portfolio of defense subsidiaries, which support long-cycle national security programs and maintain active contracts with leading defense original equipment manufacturers. These subsidiaries operate across engineering, manufacturing, and software, supplying mission-critical components, systems, and capabilities embedded deep within defense programs where reliability, qualification, and delivery certainty are paramount. By strengthening these critical industrial capabilities, T3 Defense aims to improve OEM reliability, accelerate delivery timelines, and ensure defense forces receive mission-ready systems when operational demand requires them.
Therefore, each acquisition is viewed as a building block in a compounding system where existing contracts, qualifications, and operational experience increase the value and reduce the risk of future acquisitions. By expanding scarce industrial capacity and deepening program-level access, the portfolio is designed to become more scalable over time.
###
About T3 Defense Inc.
T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc., is a federated holding company focused on acquiring and operating mission-critical defense businesses embedded in long-cycle national security programs. The company targets defense businesses operating at constrained, qualification-driven, or execution-critical points across the industrial base where strategic value exists and where qualification, capacity, and execution are decisive. Through disciplined M&A, centralized capital and strategy, and decentralized operating autonomy, T3 Defense seeks to strengthen critical defense capabilities and compound long-term value.
Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements” within the meaning of federal securities laws. In some cases, forward-looking statements can be identified by terminology such as “will,” “would,” “expect,” “intend,” “plan,” “believe,” “objective,” or comparable terms referring to future events, conditions, or circumstances, or the negative of such terms.
Although T3 Defense Inc., formerly Nukkleus Inc., believes that it has a reasonable basis for the forward-looking statements contained in this press release, such statements are based on management’s current beliefs, assumptions, and expectations regarding future events and circumstances and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Forward-looking statements include, but are not limited to, statements regarding the Company’s strategy, acquisition plans, operating model, ability to execute disciplined M&A, expectations regarding subsidiary performance, long-term contracts, revenue visibility, capacity expansion, and the anticipated benefits of the Company’s federated holding company structure.
Actual results, performance, or achievements may differ materially from those expressed or implied by forward-looking statements as a result of various factors, including but not limited to: the Company’s ability to successfully integrate and operate acquired businesses; the performance and execution of contracts by the Company’s subsidiaries; the availability and sufficiency of working capital to execute business plans and strategic initiatives; the Company’s ability to identify and complete future acquisitions on acceptable terms; market acceptance of the Company’s offerings; changes in defense spending, procurement practices, or regulatory requirements; geopolitical developments; and other risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.
For more information, please contact:
Investor Relations (US)
Lena Cati
Tel: +1 212 836-9611
lcati@theequitygroup.com
Val Ferraro
Tel: +1 212 836-9612
vferraro@theequitygroup.com