T3 Defense Inc S-1/A, filed Jun 25, 2026
T3 Defense Inc. (DFNS)
Registration No. 333-296513
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to the
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| T3 Defense Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 6770 | 38-3912845 | ||
| (State or jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification Number) |
575 Fifth Ave., 14th Floor
New York, New York 10017
(646) 257-4214
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Menachem Shalom
T3 Defense Inc.
Chief Executive Officer
575 Fifth Ave., 14th Floor
New York, New York 10017
(646) 257-4214
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert Cohen
McDermott Will & Schulte LLP
333 SE 2nd Avenue, Suite 4500
Miami, Florida 33131
(561) 287-7096
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date hereof.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of T3 Defense Inc. (File No. 333-296513) (the “Registration Statement”) is being filed solely for the purpose of filing certain exhibits as indicated in Part II, Item 16 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and the filed exhibits. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed with this registration statement:
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II-2
II-3
| 10.48 | Stock Purchase Agreement dated January 15, 2026 between Nukkleus Inc. and Elad Defense LLC | Form 8-K | 10.45 | January 16, 2026 | ||||
| 10.49* | Nukkleus Inc. 2025 Equity Incentive Plan | Form S-8 | 10.1 | November 25, 2025 | ||||
| 10.50 | Translation of the Agreement dated June 8, 2025, by and among Star Twenty Six Ltd., I.T.S. Industrial Techno-logic solutions Ltd., and Gera Eron. | Form 8-K | 10.50 | February 17, 2026 | ||||
| 14.1 | Code of Ethics | Form 10-KT | 14.1 | May 8, 2025 | ||||
| 19.1 | Insider Trading Policy | Form 10-K/A | 19.1 | April 14, 2025 | ||||
| 21.1 | List of Subsidiaries | Form S-1 | 21.1 | February 11, 2026 | ||||
| 23.1 | Consent of Green Growth CPA | Form S-1 | 23.1 | June 4, 2026 | ||||
| 23.2 | Consent of McDermott Will & Schulte LLP (included in Exhibit 5.1) | |||||||
| 23.3 | Consent of KPMG Somekh Chaikin | Form S-1 | 23.3 | June 4, 2026 | ||||
| 97.1 | Policy for the Recovery of Erroneously Awarded Compensation adopted April 8, 2025 | Form 10-K/A | 97.1 | April 14, 2025 | ||||
| 99.1 | Policy on Granting Equity Awards | Form 10-KT | 99.1 | May 8, 2025 | ||||
| 107 | Filing Fee Table | Form S-1 | 107 | June 4, 2026 |
| * | Indicates management contract or compensatory plan or arrangement. |
| # | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
(b) Financial Statement Schedules
See the Index to Financial Statements included on page F-1 for a list of the financial statements included in this prospectus.
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ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that:
(B) Paragraphs (a)(1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(b) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel on June 25, 2026.
| T3 DEFENSE INC. | ||
| By: | /s Menachem Shalom | |
| Menachem Shalom | ||
| Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated below.
| Signature | Title | Date | ||
| /s/ Menachem Shalom | Chief Executive Officer and Director | June 25, 2026 | ||
| Menachem Shalom | (Principal Executive Officer) | |||
| /s/ Roy Cohen | Chief Financial Officer | June 25, 2026 | ||
| Roy Cohen | (Principal Financial and Accounting Officer) | |||
| /s/ Shiran Fridman | Director | June 25, 2026 | ||
| Shiran Fridman | ||||
| /s/ Tomer Nagar | Director | June 25, 2026 | ||
| Tomer Nagar | ||||
| /s/ Asaf Nachum | Director | June 25, 2026 | ||
| Asaf Nachum |
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Exhibit 5.1
June 25, 2026
T3 Defense Inc.
575 Fifth Ave., 14th Floor
New York, NY 10017
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to T3 Defense Inc. (formerly known as Nukkleus Inc.), a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 Registration No. 333-296513 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the offering for resale from time to time by the selling stockholders listed therein, including its transferees, pledgees, donees or successors (the “Selling Stockholders”), of up to an aggregate of 30,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which consists of (i) up to 26,666,667 Shares (the “Conversion Shares”) issuable upon the conversion of shares of our Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and (ii) up to 3,333,333 Shares (the “Warrant Shares”) issuable upon the exercise of common warrants (the “Common Warrants”). The shares of Series B Preferred Stock and the Common Warrants were purchased by the Selling Stockholders in a private placement (the “February 2026 Private Placement”) pursuant to the Securities Purchase Agreement, dated February 24, 2026, by and between the Company and such accredited investor (the “Securities Purchase Agreement”). The Shares, the shares of Series B Preferred Stock and the Common Warrants are collectively referred to as the “Securities”.
In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated Certificate of Incorporation, including as amended by the Certificate of Designations of Rights, Preferences and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designations”) and Bylaws of the Company, (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization of the Securities Purchase Agreement and the authorization and issuance of the Securities and related matters, (iii) the Securities Purchase Agreement (iv) the Common Warrants (v) the Registration Statement and all exhibits thereto and (vi) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.
In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.
We do not express any opinion herein concerning any law other than the General Corporation Law of the State of Delaware as in effect on the date hereof.
 |
One Vanderbilt Avenue New York NY 10017-3852 Tel +1 212 547 5400 Fax +1 212 547 5444 |
| US practice conducted through McDermott Will & Schulte LLP. |
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Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that: (i) the Conversion Shares, when issued and delivered upon conversion of the Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock, the Amended and Restated Certificate of Incorporation and the Certificate of Designations, will be duly authorized, legally issued, fully paid and nonassessable; and (ii) the Warrant Shares, when paid for, issued and delivered pursuant to the terms of the applicable Common Warrant, will be duly authorized, legally issued, fully paid and nonassessable.
This opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion that might affect the opinions expressed herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We hereby also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. We do not admit in providing such consent that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Sincerely, | |
| /s/ McDermott Will & Schulte LLP | |
| McDermott Will & Schulte LLP |