DFNS 8-K
T3 Defense Inc. (DFNS)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of Material Definitive Agreement.
On August 28, 2026, T3 Defense Inc. (the “Company”) executed and delivered the Cancellation Agreement with Project 35 Ltd. (“Project 35”) and X S.A. Security and Defense Ltd. (the “Seller”). Pursuant to the terms of Cancellation Agreement, the 60% equity interest acquired by the Company in Project 35 was returned to the Seller and the 168,479 shares of common stock of the Company (the “Shares”) and the issuance of a $1,250,000 note bearing interest at the rate of 12% maturing July 5, 2027 (the “Note”) were returned by the Seller to the Company. The acquisition was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 9, 2026.
As a result of the transaction contemplated by the Cancellation Agreement, the parties have returned to their positions prior to the execution and delivery of the acquisition. The parties released each other from any and all liabilities and claims arising from the contemplated acquisition, including without limitation the obligation of the Company to fund Project 35. Accordingly, the Shares have been returned to being authorized but unissued shares of the Company and the Note has been cancelled in its entirety. Notwithstanding the termination of the acquisition, the parties are continuing to discuss a possible joint venture, purchases of the products of Project 35 or another type of transaction.
The above description of the Cancellation Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.52.
Item 8.01 Other Events.
As reported on the Form 10-Q for the quarter ended June 30, 2026 which was filed by the Company with the Securities and Exchange Commission on August 18, 2026, the Company had 1,663,806 shares issued and outstanding as of August 14, 2026. As a result of the aggregate issuance of 1,344,969 shares of common stock, including shares: (i) pursuant to the Registration Statement on Form S-8, (ii) issued from the conversion of outstanding Series B Convertible Preferred Shares, and (iii) issued from the exercise of Common and Pre-Funded warrants, the Company currently has 3,008,775 shares issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.52 | Cancellation Agreement is entered into as of August 28, 2026 among T3 Defense Inc., Project 35 Ltd. and X S.A. Security and Defense Ltd. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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: August 31, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.52
CANCELLATION AGREEMENT
This Cancellation Agreement is entered into as of August 28, 2026 (this “Agreement”), among T3 Defense Inc., a Delaware corporation (“T3”), Project 35 Ltd. (the “Company”) and X S.A. Security and Defense Ltd. (“XSA”).
WHEREAS, pursuant to the terms and provisions of the Stock Purchase Agreement dated as of July 6, 2026 (the “Purchase Agreement”; capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein) among the parties hereto, T3 purchased a 60% equity interest in the Company from XSA; and
WHEREAS, the Parties desire to unwind the acquisition and cancel the Purchase Agreement in its entirety, including without limitation, T3 returning the Purchased Shares to XSA and XSA returning the Buyer Common Stock and cancelling the Note.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Cancellation of Acquisition. The Parties desire to restore each other to the position they were prior to the consummation of the transactions described in the Purchase Agreement. Accordingly, simultaneous with the execution and delivery of this Agreement,
(a) T3 shall deliver the Purchased Shares to XSA with a duly executed share transfer deed and any other instrument necessary to register the Purchased Shares in the name of XSA on the register of shareholders of the Company; and
(b) XSA shall deliver (i) 168,479 shares of Buyer Common Stock (representing the post-reverse stock of the Buyer Common Stock effective July 20, 2026) to T3, along with any documentation required by the transfer agent for T3 to have such shares returned to the treasury of T3 and (ii) the Note, marked cancelled, or if the original cannot be located, an affidavit and indemnity in form reasonably satisfactory to T3.
2. Release. Each Party hereby releases and forever discharges the other and its respective officers, directors, employees, agents and affiliates from any and all claims, liabilities, and obligations of any kind, whether known or unknown, arising out of or relating to the Purchase Agreement or the transactions contemplated thereby, including any claim for breach of representation, warranty, or covenant thereunder, other than the obligations of the Parties in this Agreement.
3. No Further Obligations. T3 shall have no further obligations to either XSA or the Company or its shareholders. The Purchase Agreement is hereby terminated in its entirety and the purchase and sale of the Purchased Shares effected thereunder is unwound in its entirety.
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; Signature Page Follows
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| T3 DEFENSE INC. | ||
| By: | /s/ Menachem Shalom | |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
| PROJECT 35 LTD. | ||
| By: | /s/ Noa Bomshtein | |
| Name: | Noa Bomshtein | |
| Title: | Chief Executive Officer | |
| X S.A. SECURITY & DEFENSE LTD. | ||
| By: | /s/ Elad Shohat | |
| Name: | Elad Shohat | |
| Title: | Chief Executive Officer | |