DFNS · T3 Defense Inc.
The latest filing states the doubt was alleviated.
“Absent any other action, the Company will require additional liquidity to continue its operations for the next 12 months. After evaluating these conditions, management concluded that its plans, when considered in aggregate, alleviate substantial doubt about the Company’s ability to continue as a going concern.”View the 10-Q filed May 20, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-06-11 | Cohen Roy |
Chief Financial Officer |
Other↑
|
No Securities Owned
|
0 |
| 2026-04-27 | Shalom Menachem |
Director, CEO, 10% Owner |
Other↑
Filing footnotes — Common Stock (Direct)
On April 27, 2026, the Reporting Person acquired 67,009 shares of Common Stock and 2,357,303 warrants upon the exercise of the option granted to him from Esousa Group Holdings LLC. |
Common Stock
|
67,009 |
| 2026-04-27 | Shalom Menachem |
Director, CEO, 10% Owner |
Other↑
Filing footnotes — Stock Purchase Warrant (Direct)
On April 27, 2026, the Reporting Person acquired 67,009 shares of Common Stock and 2,357,303 warrants upon the exercise of the option granted to him from Esousa Group Holdings LLC. |
Stock Purchase Warrant
|
2,357,303 |
| 2026-04-27 | Shalom Menachem |
Director, CEO, 10% Owner |
Other↑
Filing footnotes — Common Stock (Direct)
On April 27, 2026, the Reporting Person and the Issuer entered into a Note Exchange Agreement pursuant to which $2,138,962 in aggregate outstanding principal, which includes $42,962 in accrued and unpaid interest under promissory notes acquired by the Reporting Person in connection with the acquisition by the Issuer of Star 26 Capital, Inc. on January 12, 2026, were cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, representing the last consolidated bid price as reported by The Nasdaq Stock Market LLC on April 27, 2026. |
Common Stock
|
4,174,399 |
| 2026-01-29 | Shalom Menachem |
Director, CEO, 10% Owner |
Exercise↑
Filing footnotes — Common Stock $0.0001 par value per share (Direct)
The Reporting Person exercised a warrant for Cash to purchase 200,000 restricted shares of the Issuer's common stock at an exercise price of $1.50 per share. |
Common Stock $0.0001 par value per share
|
200,000 |
| 2026-01-29 | Shalom Menachem |
Director, CEO, 10% Owner |
Exercise↑
Filing footnotes — Common Stock Purchase Warrants (Direct)
The Reporting Person exercised a warrant for Cash to purchase 200,000 restricted shares of the Issuer's common stock at an exercise price of $1.50 per share. |
Common Stock Purchase Warrants
|
200,000 |
| 2026-01-16 | Shalom Menachem |
Director, CEO, 10% Owner |
Other↑
Filing footnotes — Common Stock$0.0001 par value per share (Direct)
The securities were issued to the reporting person upon completion of the acquisition by Nukkleus Inc of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc. (the "Star 26") As a result of being a shareholder of Star 26, the Reporting Person received the shares and warrants reported above. |
Common Stock$0.0001 par value per share
|
1,992,010 |
| 2026-01-15 | Shalom Menachem |
Director, CEO, 10% Owner |
Other↑
Filing footnotes — Common Stock Purchase Warrants (Direct)
The securities were issued to the reporting person upon completion of the acquisition by Nukkleus Inc of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc. (the "Star 26") As a result of being a shareholder of Star 26, the Reporting Person received the shares and warrants reported above. |
Common Stock Purchase Warrants
|
5,018,359 |
| 2026-01-13 | Shalom Menachem |
Director, CEO, 10% Owner |
Award↑
Filing footnotes — Call Option (to Purchase Common Stock and warrants) (Direct)
The Reporting Person is a party to the Call Option Agreement dated January 13, 2026 with Esousa Group Holdings LLC ("Esousa") pursuant to which the Reporting Person has the right to purchase from Esousa 498,003 shares of Common Stock and warrants to purchase 1,254,590 shares of Common Stock at a per share exercise price of $1.50. The right shall commence only after Esousa has sold a portion of said securities for gross proceeds equal to $3,000,000 (the "Satisfaction Date") and terminate upon the earlier of the parties agreeing in writing to its termination, when Esousa no longer holds the securities and 60 days after the Satisfaction Date. |
Call Option (to Purchase Common Stock and warrants)
|
1,752,593 |
| 2025-12-30 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Direct)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $4.23 to $4.00, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
Common Stock, $0.0001 par value per share
|
75,000 |
| 2025-12-29 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Direct)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $4.245 to $4.00, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
Common Stock, $0.0001 par value per share
|
75,000 |
| 2025-12-26 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $4.48 to $4.41, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. Anastasiia Kotaieva is the owner of X Group Fund of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
55,604 |
| 2025-12-24 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $4.47 to $4.23, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. Anastasiia Kotaieva is the owner of X Group Fund of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
55,604 |
| 2025-12-23 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $4.905 to $4.41, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. Anastasiia Kotaieva is the owner of X Group Fund of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
70,000 |
| 2025-12-22 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $4.49 to $4.415, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. Anastasiia Kotaieva is the owner of X Group Fund of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
30,000 |
| 2025-12-19 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $4.695 to $4.41, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4 Anastasiia Kotaieva is the owner of X Group Fund of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
70,000 |
| 2025-12-18 | Kotaieva Anastasiia |
Insider |
Sell↓
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
The reported price is a weighted average price per share. These shares were sold in multiple transactions ranging from $5.01 to $4.67, inclusive. The reporting person undertakes to provide Nukkleus Inc., any security holder of Nukkleus Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. Anastasiia Kotaieva is the owner of X Group Fund of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
38,744 |
| 2025-11-28 | SC Capital II Sponsor LLC |
10% Owner |
Buy↑
Filing footnotes — Class A ordinary shares (Direct)
Reflects the 255,000Class A ordinary shares of SC II Acquisition Corp. (the "Issuer") that are included in the 255,000 private placement units of the Issuer purchased by SC Capital II Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the Issuer's initial business combination. The Sponsor is the record holder of the shares reported herein. The sole managing member of the Sponsor is Nukkleus Defense Technologies, Inc., a Nevada corporation (the "Managing Member"), which is a subsidiary of Nukkleus, Inc., a Delaware corporation ("Nukkleus"). Mr. Menachem Shalom is the CEO and a director of each of the Issuer, the Managing Member and Nukkleus. Mr. Shalom serves as the CEO and sole director of the Managing Member at the discretion of the Board of Directors of Nukkleus. Mr. Shalom, solely in his capacity as CEO and sole director of the Managing Member, has voting and dispositive control over the Class A ordinary shares and Class B ordinary shares held by the Sponsor and reported hereunder. Mr. Shalom disclaims beneficial ownership to these securities other than to the extent that he has a pecuniary interest therein. |
Class A ordinary shares
|
255,000 |
| 2025-11-28 | SC Capital II Sponsor LLC |
10% Owner |
Buy↑
Filing footnotes — Right to receive one-fifth of one Class A ordinary share (Direct)
Represents the 51,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 255,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-fifth (1/5) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights. Represents (i) the 51,000 Class A ordinary shares referred to in footnotes 1 and 3 and (ii) 7,392,857 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. |
Right to receive one-fifth of one Class A ordinary share
|
255,000 |
| 2025-11-13 | Yeganeh Reuven |
Director |
Award↑
Filing footnotes — Common Stock, $0.0001 par value per share (Direct)
The shares were issued to the reporting person under the Company's 2025 Equity Incentive Plan in consideration of services rendered to the Company. |
Common Stock, $0.0001 par value per share
|
10,000 |
| 2025-11-13 | Shalom Menachem |
Director, CEO, 10% Owner |
Award↑
Filing footnotes — Common Stock, $0.0001 par value per share (Direct)
The shares were issued to the reporting person under the Company's 2025 Equity Incentive Plan in consideration of services rendered to the Company. |
Common Stock, $0.0001 par value per share
|
750,000 |
| 2025-11-13 | Nagar Tomer |
Director |
Award↑
Filing footnotes — Common Stock, $0.0001 par value per share (Direct)
The shares were issued to the reporting person under the Company's 2025 Equity Incentive Plan in consideration of services rendered to the Company. |
Common Stock, $0.0001 par value per share
|
5,000 |
| 2025-11-13 | Volodarsky Aviya |
Director |
Award↑
Filing footnotes — Common Stock, $0.0001 par value per share (Direct)
The shares were issued to the reporting person under the Company's 2025 Equity Incentive Plan in consideration of services rendered to the Company. |
Common Stock, $0.0001 par value per share
|
5,000 |
| 2025-11-13 | Rokach David |
Director |
Award↑
Filing footnotes — Common Stock, $0.0001 par value per share (Direct)
The shares were issued to the reporting person under the Company's 2025 Equity Incentive Plan in consideration of services rendered to the Company. |
Common Stock, $0.0001 par value per share
|
5,000 |
| 2025-10-24 | Kotaieva Anastasiia |
Insider |
Gift↓
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
This transfer represents a gift. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
377,432 |
| 2025-10-09 | Kotaieva Anastasiia |
Insider |
Exercise↓
Filing footnotes — Warrant (Indirect)
Shares issued upon exercise (on a cashless basis) of a warrant issued in November 2024 to X Group Family of Funds Limited Partnership for 351,424 shares. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Warrant
(I)
|
351,424 |
| 2025-10-09 | Kotaieva Anastasiia |
Insider |
Buy↑
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
Shares issued upon exercise (on a cashless basis) of a warrant issued in November 2024 to X Group Family of Funds Limited Partnership for 351,424 shares. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
259,864 |
| 2025-10-09 | Kotaieva Anastasiia |
Insider |
Exercise↓
Filing footnotes — Warrant (Indirect)
Shares issued upon exercise (on a cashless basis) of a pre-funded warrant issued in August 2025 to an unrelated third party for a total of 1,702,088 shares and assigned on October 7, 2025 to X Group Family of Funds Limited Partnership. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Warrant
(I)
|
1,000,000 |
| 2025-10-09 | Kotaieva Anastasiia |
Insider |
Buy↑
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
Shares issued upon exercise (on a cashless basis) of a pre-funded warrant issued in August 2025 to an unrelated third party for a total of 1,702,088 shares and assigned on October 7, 2025 to X Group Family of Funds Limited Partnership. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
999,989 |
| 2025-10-08 | Kotaieva Anastasiia |
Insider |
Buy↑
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
Shares issued upon exercise (on a cashless basis) of a warrant issued in June 2024 to X Group Family of Funds Limited Partnership for 150,000 shares (after giving effect to a reverse split implemented in October 2024). Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
117,568 |
| 2025-10-08 | Kotaieva Anastasiia |
Insider |
Exercise↓
Filing footnotes — Warrant (Indirect)
Shares issued upon exercise (on a cashless basis) of a warrant issued in June 2024 to X Group Family of Funds Limited Partnership for 150,000 shares (after giving effect to a reverse split implemented in October 2024). Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Warrant
(I)
|
150,000 |
| 2025-10-07 | Kotaieva Anastasiia |
Insider |
Buy↑
|
Warrant
(I)
|
1,000,000 |
| 2024-12-16 | Kotaieva Anastasiia |
Insider |
Award↑
|
Common Stock, $0.0001 par value per share
|
500,000 |
| 2024-12-16 | Shalom Menachem |
Director, CEO, 10% Owner |
Award↑
|
Common Stock, $0.0001 par value per share
|
500,000 |
| 2024-12-16 | Rokach David |
Director |
Award↑
|
Common Stock, $0.0001 par value per share
|
10,000 |
| 2024-12-16 | Yeganeh Reuven |
Director |
Award↑
|
Common Stock, $0.0001 par value per share
|
10,000 |
| 2024-12-16 | Volodarsky Aviya |
Director |
Award↑
|
Common Stock, $0.0001 par value per share
|
10,000 |
| 2024-12-16 | Kotaieva Anastasiia |
Insider |
Award↑
|
Common Stock, $0.0001 par value per share
|
150,000 |
| 2024-11-08 | Kotaieva Anastasiia |
Insider |
Buy↑
Filing footnotes — Warrant (Indirect)
On November 8, 2024 as amended on November 14, 2024, Nukkleus Inc. entered into a Conversion Agreement with X Group Fund of Funds whereby the Company issued 319,952 shares of common stock and a Warrant to acquire 351,424 shares of common stock at an exercise price of $2.41 per share. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Warrant
(I)
|
351,424 |
| 2024-11-08 | Volodarsky Aviya |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2024-11-08 | Kotaieva Anastasiia |
Insider |
Buy↑
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
On November 8, 2024 as amended on November 14, 2024, Nukkleus Inc. entered into a Conversion Agreement with X Group Fund of Funds whereby the Company issued 319,952 shares of common stock and a Warrant to acquire 351,424 shares of common stock at an exercise price of $2.41 per share. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
319,952 |
| 2024-11-08 | Kotaieva Anastasiia |
Insider |
Buy↑
Filing footnotes — Common Stock, $0.0001 par value per share (Indirect)
On November 8, 2024 as amended on November 14, 2024, Nukkleus Inc. entered into a Conversion Agreement with X Group Fund of Funds whereby the Company issued 319,952 shares of common stock and a Warrant to acquire 351,424 shares of common stock at an exercise price of $2.41 per share. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Common Stock, $0.0001 par value per share
(I)
|
319,952 |
| 2024-11-08 | Kotaieva Anastasiia |
Insider |
Buy↑
Filing footnotes — Warrant (Indirect)
On November 8, 2024 as amended on November 14, 2024, Nukkleus Inc. entered into a Conversion Agreement with X Group Fund of Funds whereby the Company issued 319,952 shares of common stock and a Warrant to acquire 351,424 shares of common stock at an exercise price of $2.41 per share. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership. |
Warrant
(I)
|
351,424 |
| 2024-09-04 | Rokach David |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2024-09-04 | Shalom Menachem |
Director, CEO, 10% Owner |
Other↑
|
No Securities Owned
|
0 |
| 2024-06-13 | Kotaieva Anastasiia |
Insider |
Other↑
|
No Securities Owned
|
0 |
| 2024-06-13 | Yeganeh Reuven |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2022-04-19 | Shen Yebo |
Director |
Other↑
Filing footnotes — Ordinary Shares (Direct)
Transferred to the Reporting Person for no consideration pursuant to a transfer agreement dated April 19, 2022. |
Ordinary Shares
|
5,000 |
| 2022-04-19 | Ferrier Brian |
Director |
Other↑
Filing footnotes — Ordinary Shares (Direct)
Transferred to the Reporting Person for no consideration pursuant to a transfer agreement dated April 19, 2022. |
Ordinary Shares
|
5,000 |
| 2022-02-24 | Shen Yebo |
Director |
Other↑
|
No Securities Owned
|
0 |