T3 Defense Inc DEFR14A, filed Jun 1, 2026
T3 Defense Inc. (DFNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
| Filed by Registrant | ☒ |
| Filed by Party other than Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Materials Pursuant to §240.14a-12 |
T3 Defense Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
EXPLANATORY NOTE
This amended and restated Notice of Special Meeting of Stockholders and Special Meeting of Stockholders Proxy Statement of T3 Defense Inc., amends and supplements, each in its entirety, the Notice of Special Meeting of Stockholders and Special Meeting of Stockholders Proxy Statement of T3 Defense Inc., dated May 26, 2026. It is being filed for the purpose of updating share calculations included in the explanations of Proposal 1 and Proposal 2. The revisions contained in this amended and restated Notice of Special Meeting of Stockholders and Proxy Statement were made prior to any mailing of the original proxy materials to our stockholders.
T3 Defense Inc.
575 Fifth Ave., 14th Floor
New York, New York 10017
(212) 791-4663
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the stockholders of T3 Defense Inc.:
We are pleased to invite you to attend the Special Meeting of Stockholders (the “Special Meeting”) of T3 Defense Inc., a Delaware corporation (the “Company,” “we” or “us”), which will be held at 10:00 a.m. eastern time on June 18, 2026, virtually at www.virtualshareholdermeeting.com/DFNS2026SM, for the following purposes:
| 1. | To approve the issuance of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), upon exercise of certain restricted common stock purchase warrants (the “Warrants”) issued or issuable in connection with an offering of securities of the Company pursuant to the terms of the Securities Purchase Agreement dated February 24, 2026(the “February 2026 Private Placement”) for purposes of complying with the Nasdaq Listing Rules (“Proposal One” or the “Warrant Shares Proposal”); |
| 2. | To approve the issuance of shares of Common Stock upon conversion of the Series B Convertible Preferred Stock (the “Series B Preferred Stock”) issued or issuable in connection with the February 2026 Private Placement, as required by Nasdaq Listing Rule 5635(d) (“Proposal Two” or the “Preferred Stock Conversion Issuance Proposal”); |
| 3. | To grant the Company’s Board of Directors (the “Board”) the discretionary authority for 18 months to amend the Company’s amended and restated certificate of incorporation, as amended, to authorize a reverse stock split of Common Stock, at a ratio in the range from one-for-two to one-for-two hundred fifty, with such specific ratio to be determined by the Board following the Special Meeting (“Proposal Three” or the “Reverse Split Proposal”); |
| 4. | To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event that there are insufficient votes at the Special Meeting to approve Proposal One, Proposal Two, or Proposal Three (“Proposal Four” or the “Adjournment Proposal”); and |
| 5. | To conduct any other business as may properly come before the meeting or any adjournment thereof. |
After careful consideration, the Board unanimously determined that each of (i) the Warrant Shares Proposal; (ii) the Preferred Stock Conversion Issuance Proposal; (iii) the Reverse Split Proposal; and (iv) the Adjournment Proposal are in the best interests of the Company and its stockholders, and approved each of the aforementioned matters, and recommends that you vote “FOR” each of (i) the Warrant Shares Proposal; (ii) the Preferred Stock Conversion Issuance Proposal; (iii) the Reverse Split Proposal; and (iv) the Adjournment Proposal.
We do not expect to transact any other business at the Special Meeting. Only holders of record of shares of Common Stock and holders of record of shares of the Series B Preferred Stock at the close of business on May 21, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments thereof.
At the close of business on the Record Date, 60,270,525 shares of Common Stock and 200 shares of Series B Preferred Stock were outstanding. Each share of Common Stock represents one vote that may be voted on each matter that may come before the Special Meeting. Each holder of the Series B Preferred Stock is entitled to 10,000 votes per share of Series B Preferred Stock held.
Your vote is very important.
Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a change of control of a company may be deemed to occur for this purpose; however, The Nasdaq Stock Market (“Nasdaq”) suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding shares of common stock or voting power, and such ownership or voting power would represent the company’s largest concentration of ownership or voting power.
Pursuant to Nasdaq Rule 5635(d), Nasdaq listed companies are required to obtain stockholder approval for a transaction, other than a “public offering,” involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) which equals 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance at a price that is the lower of (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement.
The stockholders of the Company are being asked to approve the issuance of shares of Common Stock upon the exercise of the Warrants issued or issuable in connection with the February 2026 Private Placement in accordance with the requirements of Nasdaq Listing Rules 5635(b) and 5635(d).
We are therefore seeking the approval of the issuance of shares of Common Stock upon the exercise of the Warrants by the Company’s stockholders by adopting a resolution as described in the accompanying proxy statement under “Proposal One: Warrant Shares Proposal.”
Proposal One requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at the Special Meeting.
On February 24, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a certain accredited investor, pursuant to which the investor agreed to purchase from the Company 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000, with each unit consisting of (i) one restricted share of Series B Preferred Stock and (ii) one and a half restricted Warrants to initially purchase up to 35,211 shares of Common Stock, subject to adjustment and exchange as described herein. Each share of Series B Preferred Stock has a stated value of $50,000 (the “Stated Value”) and is convertible into a number of shares of Common Stock (or pre-funded warrants in lieu thereof) equal to the Stated Value divided by the initial conversion price of $2.13 per share (the “Initial Conversion Price”). Assuming an Initial Conversion Price of $2.13 per share, each share of Series B Preferred Stock is convertible into 23,474 shares of Common Stock (or pre-funded warrants in lieu thereof). Upon the Company obtaining stockholder approval of the transactions contemplated by the Securities Purchase Agreement and the related agreements, the Initial Conversion Price will be adjusted from $2.13 per share to the lower of (i) $2.13 per share, (ii) the price per share upon the effectiveness of the initial registration statement required to be filed in connection with the February 2026 Private Placement, (iii) the price per share upon the Company obtaining such stockholder approval and (iv) the price per share upon applicability of Rule 144 as it relates to the sale of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock. The Initial Conversion Price is subject to further adjustment upon stock splits, distributions, reorganizations, reclassifications, change of control and the like, and is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while the Series B Preferred Stock remains outstanding (subject to certain exempt issuances). The holder of the Series B Preferred Stock is entitled to 10,000 votes per share of Series B Preferred Stock held.
The number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock could exceed 20% of the shares of the Common Stock or 20% of the voting power outstanding before the issuance of securities pursuant to the Securities Purchase Agreement (the “Preferred Exchange Cap”). Therefore, in order to comply with Nasdaq Rule 5635(d) and the terms of the Securities Purchase Agreement, we are seeking stockholder approval to issue shares above the Preferred Exchange Cap and to waive the “Preferred Exchange Cap” limitation in the Securities Purchase Agreement as described under “Proposal Two: Preferred Stock Conversion Issuance Proposal.”
Proposal Two requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at the Special Meeting.
Pursuant to Nasdaq Listing Rule 5550(a)(2), Nasdaq listed companies are required to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The closing bid price for the Common Stock has recently been below $1.00 per share and the Company has previously received a notification letter from Nasdaq that indicated that the Company was not in compliance with the Minimum Bid Price Requirement. We are therefore asking stockholders to approve the Reverse Split Proposal to assure that the Company can maintain compliance with the requirements for continued listing on Nasdaq, including the Minimum Bid Price Requirement, as described under “Proposal Three: Reverse Split Proposal.”
Proposal Three requires that more votes are cast in favor of the proposal than are cast against the proposal at the Special Meeting, provided that a quorum exists at such Special Meeting.
Proposal Four requires that more votes are cast in favor of the proposal than are cast against the proposal at the Special Meeting, whether or not a quorum exists at the Special Meeting.
If You Plan to Attend
The Special Meeting will be held virtually. To attend the meeting, please go to www.virtualshareholdermeeting.com/DFNS2026SM and enter the 16-digit control number found on your proxy card. If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Special Meeting, please have a legal proxy from your nominee authorizing you to vote your shares. You will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit questions prior to and during the meeting.
You will not be able to attend the Special Meeting in person.
By the Order of the Board of Directors
/s/ Menachem Shalom
Menachem Shalom
Chief Executive Officer
The proxy statement is dated May 29, 2026, and is first being made available to stockholders on or about June 1, 2026.
Dated: May 29, 2026
Whether or not you expect to attend, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
Table of Contents
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T3 Defense Inc.
575 Fifth Ave., 14th Floor
New York, New York 10017
(212) 791-4663
SPECIAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
This proxy statement (the “Proxy Statement”) is being sent to the holders of shares of voting stock of T3 Defense Inc., a Delaware corporation (the “Company,” “we” or “us”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Special Meeting of Stockholders of the Company which will be held at 10:00 a.m. eastern time on June 18, 2026, virtually at www.virtualshareholdermeeting.com/DFNS2026SM (the “Special Meeting”).
QUESTIONS AND ANSWERS REGARDING THE SPECIAL MEETING OF STOCKHOLDERS
Who is entitled to vote at the Special Meeting?
The Board has fixed the close of business on May 21, 2026 as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the Special Meeting. As of the Record Date, there were 60,270,525 shares of common stock, par value $0.0001 per share (“Common Stock”), and 200 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), of the Company outstanding. Each share of Common Stock represents one vote that may be voted on each matter that may come before the Special Meeting. Each share of Series B Preferred Stock represents 10,000 votes that may be voted on each matter that may come before the Special Meeting.
What matters will be voted on at the Special Meeting?
The proposals that are scheduled to be considered and voted on at the Special Meeting are as follows:
| ● | To approve the issuance of shares of Common Stock upon exercise of certain restricted common stock purchase warrants (the “Warrants”) issued or issuable pursuant to the terms of the Securities Purchase Agreement dated February 24, 2026 (the “February 2026 Private Placement”) for purposes of complying with the Nasdaq Listing Rules 5635(b) and 5635(d) (“Proposal One” or the “Warrant Shares Proposal”); |
| ● | To approve the issuance of shares of Common Stock upon conversion of the Series B Preferred Stock issued or issuable in connection with the February 2026 Private Placement, as required by Nasdaq Listing Rule 5635(d) (“Proposal Two” or the “Preferred Stock Conversion Issuance Proposal”); |
| ● | To
grant the Board the discretionary authority for 18 months to amend the Company’s amended
and restated certificate of incorporation, as amended (the “Certificate of Incorporation”),
to authorize a reverse stock split of Common Stock, at a ratio in the range from one-for-two
to one-for-two hundred fifty, with such specific ratio to be determined by the Board following
the Special Meeting (“Proposal Three” or the “Reverse Split Proposal”) |
| ● | To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event that there are insufficient votes at the Special Meeting to approve Proposal One, Proposal Two, or Proposal Three (“Proposal Four” or the “Adjournment Proposal”). |
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Why am I receiving these materials?
You are receiving these materials in connection with the solicitation by the Board of proxies, in the accompanying form, to be used at the Special Meeting to be held at 10:00 a.m. eastern time on June 18, 2026, virtually at www.virtualshareholdermeeting.com/DFNS2026SM and any postponements or adjournments thereof. This Proxy Statement along with the accompanying Notice of Special Meeting of Stockholders summarizes the purposes of the Special Meeting and the information you need to know to vote at the Special Meeting. This Proxy Statement is being mailed on or about June 1, 2026 to all stockholders entitled to notice of and to vote at the Special Meeting. You can also find a copy of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), which includes our financial statements for the fiscal year ended December 31, 2025 by following the instructions contained in the Notice of Annual Meeting mailed to stockholders entitled to notice of and to vote at the Special Meeting along with this Proxy Statement on June 18, 2026.
Why is the Company seeking stockholder approval of the exercise of the Warrants?
Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a change of control of a company may be deemed to occur for this purpose; however, The Nasdaq Stock Market (“Nasdaq”) suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding shares of common stock or voting power, and such ownership or voting power would represent the company’s largest concentration of ownership or voting power.
Pursuant to Nasdaq Rule 5635(d), Nasdaq listed companies are required to obtain stockholder approval for a transaction, other than a “public offering,” involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) which equals 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance at a price that is the lower of (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement.
Upon exercise of the Warrants at the current exercise price, the holders would be entitled to an aggregate shares of Common Stock in excess of 20% of the shares of Common Stock outstanding before the February 2026 Private Placement. We are therefore seeking the approval of the issuance of Common Stock upon exercise of the Warrants by the Company’s stockholders by adopting a resolution as described in this Proxy Statement under “Proposal One: Stockholder Approval of the Warrant Shares Proposal.”
Why is the Company seeking the approval of the Preferred Stock Conversion Issuance Proposal?
Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a change of control of a company may be deemed to occur for this purpose; however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding shares of common stock or voting power, and such ownership or voting power would represent the Company’s largest concentration of ownership or voting power.
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On February 24, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a certain accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase from the Company 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000, with each unit consisting of (i) one restricted share of Series B Preferred Stock and (ii) one and a half restricted Warrants to initially purchase up to 35,211 shares of Common Stock, subject to adjustment and exchange as described herein. Each share of Series B Preferred Stock has a stated value of $50,000 (the “Stated Value”) and is convertible into a number of shares of Common Stock (or pre-funded warrants in lieu thereof) equal to the Stated Value divided by the initial conversion price of $2.13 per share (the “Initial Conversion Price”). Assuming an Initial Conversion Price of $2.13 per share, each share of Series B Preferred Stock is convertible into 23,474 shares of Common Stock (or pre-funded warrants in lieu thereof). Upon the Company obtaining stockholder approval of the transactions contemplated by the Securities Purchase Agreement and the related agreements, the Initial Conversion Price will be adjusted from $2.13 per share to the lower of (i) $2.13 per share, (ii) the price per share upon the effectiveness of the initial registration statement required to be filed in connection with the February 2026 Private Placement, (iii) the price per share upon the Company obtaining such stockholder approval and (iv) the price per share upon applicability of Rule 144 as it relates to the sale of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock. The Initial Conversion Price is subject to further adjustment upon stock splits, distributions, reorganizations, reclassifications, change of control and the like, and is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while the Series B Preferred Stock remains outstanding (subject to certain exempt issuances). The holder of the Series B Preferred Stock is entitled to 10,000 votes per share of Series B Preferred Stock held.
The number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock could exceed 20% of the shares of the Common Stock or 20% of the voting power outstanding before the issuance of securities pursuant to the Securities Purchase Agreement (the “Preferred Exchange Cap”). Therefore, in order to comply with Nasdaq Rule 5635(d) and the terms of the Securities Purchase Agreement, we therefore are seeking stockholder approval to issue shares above the Preferred Exchange Cap and to waive the “Preferred Exchange Cap” limitation in the Securities Purchase Agreement as described under “Proposal Two – Approval of the Preferred Stock Conversion Issuance Proposal.”
Why is the Company seeking the approval of the Reverse Split Proposal?
Pursuant to Nasdaq Listing Rule 5550(a)(2), Nasdaq listed companies are required to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The closing bid price for the Common Stock has recently been below $1.00 per share. On May 5, 2026, the Company received a notification letter from Nasdaq that indicated that the Company was not in compliance with the Minimum Bid Price Requirement. We are therefore asking stockholders to approve the Reverse Split Proposal to assure that the Company can maintain compliance with the requirements for continued listing on Nasdaq, including the Minimum Bid Price Requirement.
Why is the Company seeking the approval of the Adjournment Proposal?
The Board believes that, if the number of votes of Common Stock present or represented at the Special Meeting and voting in favor of Proposal One, Proposal Two, or Proposal Three is not sufficient to approve any such Proposal, it is in the best interests of the stockholders to enable the Company to continue to seek to obtain sufficient votes in favor of each of Proposal One, Proposal Two, or Proposal Three. In the Adjournment Proposal, we are asking stockholders to authorize the adjournment of the Special Meeting to another time and place, if necessary or appropriate, to solicit additional proxies in favor of Proposal One, Proposal Two, or Proposal Three. If our stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting, whether or not a quorum is present, to use the additional time to solicit additional proxies in favor of Proposal One, Proposal Two, or Proposal Three.
What are the Board’s voting recommendations?
The Board recommends that you vote “FOR” each of the proposals.
What is the difference between holding shares as a record holder and as a beneficial owner?
If your shares are registered in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
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If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.
How can I attend the Special Meeting?
We will be hosting the Special Meeting virtually live via audio webcast. Any stockholder may attend the Special Meeting. To attend the meeting, please go to www.virtualshareholdermeeting.com/DFNS2026SM and enter the 16-digit control number found on your proxy card.
How do I vote?
If you are a stockholder of record, you may:
| 1. | Vote by Internet. The website address for Internet voting is on the voting instruction form or proxy card. |
| 2. | Vote by phone. The phone number for phone voting is on your proxy card. |
| 3. | Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card. |
| 4. | Vote at the Special Meeting. Register, attend virtually and vote at the Special Meeting. |
If you vote by phone or internet, please DO NOT mail your proxy card.
If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Special Meeting, please have a legal proxy from your nominee authorizing you to vote your shares.
What constitutes a quorum?
To carry on the business of the Special Meeting, we must have a quorum. A quorum is present when one-third of the voting power of the issued and outstanding capital stock of the Company, as of the Record Date, is represented in person or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Special Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining the existence of a quorum. As of the Record Date, there are a total of 62,270,525 votes that may be voted on each matter that may come before the Special Meeting. The quorum is therefore 20,756,842 votes.
What happens if the Company is unable to obtain a quorum?
If a quorum is not present to transact business at the Special Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit continued solicitation of proxies. If the Adjournment Proposal (Proposal Four) is approved, the persons named as proxies will be authorized to vote in favor of adjourning the Special Meeting one or more times, whether or not a quorum is then present, to permit the continued solicitation of proxies.
What is a “broker non-vote”?
Broker non-votes occur with respect to shares held in “street name,” in cases where the record owner (for instance, the brokerage firm or bank) does not receive voting instructions from the beneficial owner and the record owner does not have the authority to vote those shares on a proposal.
Various national and regional securities exchanges applicable to brokers, banks, and other holders of record determine whether the record owner (for instance, the brokerage firm, or bank) is able to vote on a proposal if the record owner does not receive voting instructions from the beneficial owner. The record owner may vote on proposals that are determined to be routine under these rules and may not vote on proposals that are determined to be non-routine under these rules. If a proposal is determined to be routine, your broker, bank, or other holder of record is permitted to vote on the proposal without receiving voting instructions from you.
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Each of Proposal One, Proposal Two, and Proposal Four is non-routine and the record owner may not vote your shares on these proposals if it does not get instructions from you. If you do not provide voting instructions, a broker non-vote may occur. Abstentions and broker non-votes will be counted towards the presence of a quorum but will not be considered votes cast by the stockholders at the Special Meeting. Abstentions will therefore have the same legal effect as a vote “AGAINST” Proposal One and Proposal Two and will have no effect on Proposal Four. Broker non-votes will not have any effect with respect to Proposal One, Proposal Two, or Proposal Four.
Proposal Three is routine and the record owner will have the discretion to vote your shares on Proposal Three if it does not get instructions from you. Abstentions and broker non-votes will be counted towards the presence of a quorum but will not be considered votes cast by the stockholders at the Special Meeting and therefore will not have any effect with respect to Proposal Three.
How many votes are needed for each proposal to pass?
| Proposals | Vote Required | ||
| (1) | Warrant Shares Proposal | Majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting | |
| (2) | Preferred Stock Conversion Issuance Proposal | Majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting | |
| (3) | Reverse Split Proposal | Majority of the votes cast on the matter at the Special Meeting | |
| (4) | Adjournment Proposal | More votes cast “FOR” the matter than “AGAINST” the matter at the Special Meeting, whether or not a quorum exists | |
What constitutes outstanding shares entitled to vote?
At the close of business on the Record Date, there were 60,270,525 outstanding shares of Common Stock, each of which is entitled to one vote on all matters at the Special Meeting, and 200 outstanding shares of Preferred Stock, each of which is entitled to 10,000 votes on all matters at the Special Meeting.
Is broker discretionary voting allowed and what is the effect of broker non-votes?
| Proposals | Broker Discretionary Vote Allowed |
Effect
of Broker Non-Votes on the Proposal | |||
| (1) | Warrant Shares Proposal | No | None | ||
| (2) | Preferred Stock Conversion Issuance Proposal | No | None | ||
| (3) | Reverse Split Proposal | Yes | None | ||
| (4) | Adjournment Proposal | No | None | ||
What is an abstention?
An abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under the General Corporation Law of the State of the Delaware (the “DGCL”), abstentions are counted as shares present and entitled to vote at the Special Meeting. Generally, unless provided otherwise by applicable law, our Bylaws provide that an action of our stockholders (other than the election of directors) is approved if a majority of the number of shares of stock entitled to vote thereon and present (either in person or by proxy) vote in favor of such action. Therefore, abstentions will have the same legal effect as a vote “AGAINST” Proposal One and Proposal Two, each of which requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote on the matter, and will not have any effect with respect to Proposal Three or Proposal Four, each of which requires that the votes cast “FOR” the matter exceed the votes cast “AGAINST” the matter.
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What are the voting procedures?
You may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your voting instruction form.
Is my proxy revocable?
You may revoke your proxy and reclaim your right to vote up to and including the day of the Special Meeting by giving written notice to the Corporate Secretary of the Company, by delivering a proxy card dated after the date of the proxy or by voting in person at the Special Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: T3 Defense Inc., 575 Fifth Ave, 14th floor, New York, New York 10017, Attention: Corporate Secretary.
Who is paying for the expenses involved in preparing and mailing this proxy statement?
All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.
Could other matters be decided at the Special Meeting?
Other than the Warrant Shares Proposal, the Preferred Stock Conversion Issuance Proposal, the Reverse Split Proposal, and the Adjournment Proposal, we do not know of any matters that will be presented for action by the stockholders at the Special Meeting.
Where can I find the voting results of the Special Meeting?
Voting results will be reported in a Current Report on Form 8-K, which we will file with the Securities and Exchange Commission (the “SEC”) within four business days following the Special Meeting.
Do I have dissenters’ (appraisal) rights?
Appraisal rights are not available to the Company’s stockholders with respect to any of the proposals brought before the Special Meeting.
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this Proxy Statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please follow the instructions and vote in accordance with each proxy card and voting instruction card you receive.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL ONE, “FOR” PROPOSAL TWO, “FOR” PROPOSAL THREE, AND “FOR” PROPOSAL FOUR.
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WARRANT SHARES PROPOSAL
We are seeking stockholder approval, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), for the issuance of shares of Common Stock issuable upon exercise of certain common stock purchase warrants (the “Warrants”) issued or issuable to the Investor pursuant to the Securities Purchase Agreement entered into with the Investor on February 24, 2026.
The information set forth in this Proposal One is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and the form of Warrant attached as exhibits 10.1 and 4.1, respectively, to our Current Report on Form 8-K filed with the SEC on February 25, 2026, as amended.
Stockholders are urged to carefully read these documents.
Warrants
On February 24, 2026, we entered into the Securities Purchase Agreement with a certain accredited investor, pursuant to which the Investor agreed to purchase from the Company 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000, with each unit consisting of (i) one restricted share of Series B Preferred Stock and (ii) one and a half restricted Warrants to initially purchase up to 35,211 shares of Common Stock, subject to adjustment and exchange as described herein.
The Warrants are immediately exercisable on a cash basis or exchangeable on a cashless basis and will expire five (5) years from the date of issuance. Each Warrant will be initially exercisable for one share of Common Stock at an initial exercise price of $2.13 per share, subject to customary adjustment for stock splits, distributions and the like (the “Initial Exercise Price”). The Initial Exercise Price is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while the Warrants remain outstanding (subject to certain exempt issuances). The holder of the Warrants may exchange the Warrants on a cashless basis for a number of shares of Common Stock determined by multiplying the total number of Warrant Shares with respect to which the Warrant is then being exercised by the Black Scholes Value (as defined in the Warrant) divided by the lower of the two closing bid prices of the Common Stock in the two days prior the time of such exercise, but in any event not less than $0.01 (as may be adjusted for stock dividends, subdivisions, or combinations and the like). The Warrants are subject to a blocker provision (the “Warrant Blocker”), which restricts the exercise of a Warrant if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would beneficially own in excess of 9.99% of our then issued and outstanding shares of Common Stock (including the shares of Common Stock issuable upon such exercise) (the “Warrant Maximum Percentage”).
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In the event of (i) a merger, sale of all or substantially all of the assets of the Company or other business combination or transaction in which a person acquires more than 50% of the outstanding shares of the Company’s voting stock or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Company, the holder of the Warrants will be entitled to receive upon exercise of any Warrants a written instrument substantially similar in form and substance to such Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the Common Stock acquirable and receivable upon exercise of such Warrant (without regard to any limitations on the exercise of such Warrant) prior to such transaction, and with an exercise price which applies the exercise price under such Warrant to such shares of capital stock (but taking into account the relative value of the Common Stock pursuant to such transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of such transaction). Notwithstanding the foregoing, at the election of the holder of any Warrants upon exercise of such Warrant following such a transaction, such holder may receive, in lieu of the Common Stock issuable upon the exercise of such Warrant prior to such transaction, such shares of common stock (or its equivalent) of the Successor Entity (as defined in the Warrant), or other securities, cash, assets or other property, which such holder would have been entitled to receive upon the happening of the applicable transaction had such Warrant been exercised immediately prior to the applicable transaction; provided, however, that such amount of reserved shares of Common Stock shall be limited by the Maximum Warrant Percentage. Additionally, as more fully described in the Warrants, the holder of the Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value – FT (as defined in the Warrant) of such Warrant in connection with such a transaction.
If the Company fails to timely deliver the Warrant Shares issuable upon exercise of the Warrants, the Company will be subject to liquidated damages, payable at the Company’s discretion in cash or shares of Common Stock or buy-in. If the Company elects to pay in shares of Common Stock, the number of shares due will be based on a formula in the Warrant.
Stockholder Approval of the Warrants
The stockholders of the Company are being asked to approve the issuance of shares of Common Stock to the Investor pursuant to the exercise of the Warrants to acquire shares of Common Stock issued or issuable to the Investor pursuant to the February 2026 Private Placement in accordance with the stockholder approval requirements of Nasdaq Listing Rules 5635(b) and 5635(d).
Because our Common Stock is listed on Nasdaq, we are subject to Nasdaq’s rules and regulations. Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a change of control of a company may be deemed to occur for this purpose; however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding shares of common stock or voting power, and such ownership or voting power would represent the company’s largest concentration of ownership or voting power.
Pursuant to Nasdaq Rule 5635(d), Nasdaq listed companies are required to obtain stockholder approval for a transaction, other than a “public offering,” involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) which equals 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance at a price that is the lower of (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement.
As of the Record Date, there were 60,270,525 shares of our Common Stock outstanding. Further, the lower of the two closing bid prices of the Common Stock in the two days prior to the Record Date was $0.364. If this Proposal One is approved, the number of shares of our Common Stock that would be issued to the Investor upon cashless exercise of the Warrants on the Record Date would equal 78,664,276, and such shares would represent approximately 56.6% of the total number of outstanding shares of Common Stock as of the Record Date. Such amount is only calculated as of the Record Date and is subject to further adjustment based on the terms of the Warrants.
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We are therefore asking our stockholders to approve the Warrant Shares Proposal by adopting the following resolution:
“WHEREAS, the Board of Directors of the Company has determined that it is expedient and in the best interests of the Company and its stockholders for the Company to authorize the exercise of the Warrants into shares of Common Stock on the terms and subject to the conditions set forth in such Warrants in accordance with the stockholder approval requirements of the Nasdaq Listing Rules 5635(b) and 5635(d).
A vote in favor of the Warrant Shares Proposal will be deemed the approval of the exercise of such Warrants, each of the terms and conditions thereof, and all of the transactions contemplated therein and thereby.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal One except to the extent of their ownership of shares of our Common Stock.
Required Vote; Recommendation of the Board
Approval of the Warrant Shares Proposal requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at the Special Meeting. For purposes of the vote on the Warrant Shares Proposal, abstentions and broker non-votes will be counted towards the presence of a quorum but will not be considered votes cast by the stockholders at the Special Meeting. Abstentions will therefore have the same legal effect as a vote “AGAINST” the Warrant Shares Proposal and broker non-votes will not have any effect with respect to the Warrant Shares Proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE WARRANT SHARES PROPOSAL.
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PREFERRED STOCK CONVERSION ISSUANCE PROPOSAL
Background and Reason for the Proposal
Nasdaq Listing Rule 5635(d) generally requires stockholder approval prior to the issuance of common stock, or securities convertible into or exercisable for common stock, in any transaction or series of related transactions, above the Preferred Exchange Cap. This rule is designed to protect existing stockholders from excessive dilution without their consent.
As described above, on February 24, 2026, we entered into the Securities Purchase Agreement with the Investor, pursuant to which the Investor agreed to purchase from the Company 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000, with each unit consisting of (i) one restricted share of Series B Preferred Stock and (ii) one and a half restricted Warrants to initially purchase up to 35,211 shares of Common Stock, subject to adjustment and exchange as described herein. Each share of Series B Preferred Stock has a Stated Value of $50,000 and is convertible into a number of shares of Common Stock (or pre-funded warrants in lieu thereof) equal to the Stated Value divided by the Initial Conversion Price of $2.13 per share. Assuming an Initial Conversion Price of $2.13 per share, each share of Series B Preferred Stock is convertible into 23,474 shares of Common Stock (or pre-funded warrants in lieu thereof). Upon the Company obtaining stockholder approval of the transactions contemplated by the Securities Purchase Agreement and the related agreements, the Initial Conversion Price will be adjusted from $2.13 per share to the lower of (i) $2.13 per share, (ii) the price per share upon the effectiveness of the initial registration statement required to be filed in connection with the February 2026 Private Placement, (iii) the price per share upon the Company obtaining such stockholder approval and (iv) the price per share upon applicability of Rule 144 as it relates to the sale of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock. The Initial Conversion Price is subject to further adjustment upon stock splits, distributions, reorganizations, reclassifications, change of control and the like, and is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while the Series B Preferred Stock remains outstanding (subject to certain exempt issuances). The holder of the Series B Preferred Stock is entitled to 10,000 votes per share of Series B Preferred Stock held.
The shares of Series B Preferred Stock are convertible at the option of the holder at any time and will be automatically converted into shares of Common Stock upon effectiveness of the initial registration statement required to be filed in connection with the February 2026 Private Placement whether or not stockholder approval has been obtained. If at any time after February 24, 2027, the Company has not received stockholder approval, the shares of Series B Preferred Stock are redeemable at the option of the holder at a price per share equal to 105% of the Stated Value. The shares of Series B Preferred Stock are subject to a blocker provision (the “Preferred Blocker”), which restricts the conversion of the Series B Preferred Stock if, as a result of such conversion, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of 9.9% of our then issued and outstanding shares of Common Stock (including the shares of Common Stock issuable upon such exercise).
The number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock could exceed the Preferred Exchange Cap. Therefore, in order to comply with Nasdaq Rule 5635(d) and the terms of the Securities Purchase Agreement, we are seeking stockholder approval to issue shares above the Preferred Exchange Cap and to waive the “Preferred Exchange Cap” limitation in the Securities Purchase Agreement.
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The information set forth in this Proposal Two is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and the Certificate of Designations of Rights, Preferences and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designations”) attached as exhibits 10.1 and 3.1, respectively, to our Current Report on Form 8-K filed with the SEC on February 25, 2026, as amended.
Stockholders are urged to carefully read these documents.
Potential Consequences if the Proposal is not Approved
We are not seeking the approval of our stockholders to authorize the issuance of the Series B Preferred Stock, as we have already entered into the Securities Purchase Agreement and issued 4,694,835 shares of Series B Preferred Stock to the Investor.
If our stockholders do not approve this Proposal Two, we will be unable to issue shares of Common Stock in excess of the Preferred Exchange Cap to the Investor upon conversion of the Series B Preferred Stock. If after February 24, 2027 the Company has not received stockholder approval for this Proposal Two, the holder of the Series B Preferred Stock shall be entitled to redeem the shares at a price per share equal to 105% of the Stated Value.
Potential Adverse Effects of this Proposal
If this Proposal Two is approved, the issuance of Common Stock upon conversion of the Series B Preferred Stock could result in substantial dilution to the interests of existing holders of our Common Stock. The Initial Conversion Price of $2.13 per share is subject to adjustment upon approval by the stockholders of this Proposal Two to the lower of (i) $2.13 per share, (ii) the price per share upon the effectiveness of the initial registration statement required to be filed in connection with the February 2026 Private Placement, (iii) the price per share upon the Company obtaining such stockholder approval and (iv) the price per share upon applicability of Rule 144 as it relates to the sale of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock.
Each share of Common Stock that would be issuable to the holder of Series B Preferred Stock upon conversion would have the same rights and privileges as each of our currently outstanding shares of Common Stock. The issuance of Common Stock to the Investor will not affect the rights of the holders of our outstanding shares of Common Stock, however, as shares of Common Stock are issued upon conversion of the Series B Preferred Stock, the ownership interest of our existing stockholders would be correspondingly reduced, and they would therefore have less ability to influence corporate decisions requiring stockholder approval.
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As of the Record Date, there were 60,270,525 shares of our Common Stock outstanding. Further, price per share of the Common Stock at closing on the Record Date was $0.358. If this Proposal Two is approved, the number of shares of our Common Stock that would be issued to the Investor upon conversion of the Series B Preferred Stock as of the Record Date (assuming effectiveness of the registration statement) would equal 55,865,921 shares, and such shares would represent approximately 48.1% of the total number of outstanding shares of Common Stock as of the Record Date. Such amount is only calculated as of the Record Date and is subject to further adjustment based on the terms of the Series B Preferred Stock. Unless we obtain stockholder approval, we may not sell more than the Preferred Exchange Cap of 19.99% of shares of Common Stock issued and outstanding.
Additionally, the sale of a substantial number of Common Stock by the Investor, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. In addition, the Common Stock issuable pursuant to the terms of the Securities Purchase Agreement and the Certificate of Designations may represent overhang that may also adversely affect the market price of our Common Stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our Common Stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our Common Stock cannot absorb shares of Common Stock sold by the Investor, then the value of our Common Stock will likely decrease.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal Two except to the extent of their ownership of shares of our Common Stock.
Required Vote; Recommendation of the Board
Approval of the Preferred Stock Conversion Issuance Proposal requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at the Special Meeting. For purposes of the vote on the Preferred Stock Conversion Issuance Proposal, abstentions and broker non-votes will be counted towards the presence of a quorum but will not be considered votes cast by the stockholders at the Special Meeting. Abstentions will therefore have the same legal effect as a vote “AGAINST” the Preferred Stock Conversion Issuance Proposal and broker non-votes will not have any effect with respect to the Preferred Stock Conversion Issuance Proposal.
The Board of Directors unanimously recommends THAT YOU vote “FOR” THE PREFERRED STOCK CONVERSION Issuance Proposal.
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REVERSE SPLIT PROPOSAL
Introduction
At the Special Meeting, stockholders will be asked to grant the Board discretionary authority for 18 months to amend the Certificate of Incorporation (the “Reverse Split Amendment”) to effect a reverse stock split (the “Reverse Stock Split”) at a ratio in the range from one-for-two to one-for-two hundred fifty, under the Nasdaq Listing Rules, with such specific ratio to be determined by the Board (the “Reverse Stock Split Ratio”) at any time prior to 18 months after the date of the Special Meeting. Upon the effectiveness of the Reverse Split Amendment (the “Split Effective Time”), the issued shares of Common Stock outstanding immediately prior to the Split Effective Time will be reclassified into a smaller number of shares. The ultimate Reverse Stock Split Ratio will be based on a number of factors, including market conditions, existing and expected trading prices for the Common Stock and the listing requirements of Nasdaq.
The proposed Reverse Split Amendment to effect the Reverse Stock Split is attached as Appendix A to this Proxy Statement. The form of the Reverse Split Amendment, as more fully described below, will effect the Reverse Stock Split but will not change the number of authorized shares of Common Stock or preferred stock, or the par value of the Common Stock or preferred stock. The following discussion is qualified in its entirety by the full text of the Reverse Split Amendment, which is incorporated herein by reference.
Even if stockholders approve the Reverse Split Proposal, we reserve the right not to effect the Reverse Stock Split if the Board of Directors does not deem it to be in the best interests of the Company and its stockholders. The Board believes that granting this discretion provides the Board with maximum flexibility to act in the best interests of the Company and its stockholders. If this Reverse Split Proposal is approved by the stockholders, the Board will have the authority, in its sole discretion, without further action by the stockholders, to effect the Reverse Stock Split within the ratios and during the period set forth above.
The Board’s decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our Common Stock, Nasdaq listing requirements, actual or forecasted results of operations, and the likely effect of such results on the market price of our Common Stock.
Purpose
The Board approved the proposal approving the Reverse Split Amendment for the following reasons:
| ● | the Board believes that the Reverse Stock Split is the best option available to the Company to increase its stock price should it be required for continued listing on Nasdaq; |
| ● | the Board believes a higher stock price may help generate investor interest in the Company and help the Company attract and retain employees; and |
| ● | if the Reverse Stock Split successfully increases the per share price of the Common Stock, the Board believes this increase may increase trading volume in the Common Stock and facilitate future financings by the Company. |
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Reasons for the Reverse Split Proposal and Nasdaq Listing Requirements
On May 5, 2026, we received a written notice from Nasdaq that it is not in compliance with the minimum bid requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock between March 23, 2026 to May 4, 2026, the Company no longer meets the minimum bid price requirement. The notification netter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market and, at this time, the common stock will continue to trade on The Nasdaq Global Market under the symbol “DFNS.”
The Company has 180 calendar days, or until November 2, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by November 2, 2026, the Company may be eligible for additional time to regain compliance. In such instance, the Company must submit an application and a non-refundable $5,000 application fee, so long as the Company meets The Nasdaq Global Market continued listing requirements (except for the bid price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period. If the Company does not qualify or fails to regain compliance, then Nasdaq will notify the Company of its determination to delist the Company’s common stock.
In addition to maintain compliance with Nasdaq Listing rule 5550(2)(2), we believe that the Reverse Stock Split will make our Common Stock more attractive to a broader range of institutional and other investors, and we believe that the current per share trading price of our Common Stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers.
If we were unable to maintain compliance with the minimum bid price of $1.00 per share as set forth in Nasdaq Listing Rule 5550(a)(2) and our Common Stock were delisted from Nasdaq, trading of our Common Stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQX, the OTCQB or the OTC Pink markets maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our Common Stock on an over-the-counter market, and many investors would likely not buy or sell our Common Stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our Common Stock would be subject to SEC rules as a “penny stock,” which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our Common Stock. Under Nasdaq Rule 5810(c)(3)(A)(iv), if the price of our Common Stock fails to satisfy the Minimum Bid Price Requirement (A) within one year after effectiveness of a reverse stock split or (B) if the Company has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in Rule 5810(c)(3)(A) and the Listing Qualifications Department will issue a Staff Delisting Determination under Rule 5810 with respect to that security, and the Common Stock would be subject to delisting by Nasdaq without any opportunity for a cure period.
On October 11, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Certificate of Incorporation and on October 16, 2024 the Company filed with the Secretary of State of the State of Delaware a Certificate of Correction of its Certificate of Incorporation that effected a one-for-eight reverse stock split of the Common Stock, effective at 12:01 a.m. Eastern Time on October 24, 2024.
For these reasons and others, delisting would adversely affect the liquidity, trading volume, investor interest and price of our Common Stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to attract and retain qualified employees and to raise capital.
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Reverse Stock Split Ratio
The Reverse Stock Split Ratio will be selected by the Board in its sole discretion. However, the Reverse Stock Split Ratio will be in the range from one-for-two to one-for-two hundred fifty. In determining the Reverse Stock Split Ratio, the Board will consider numerous factors, including the historical and projected performance of our Common Stock, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of the Common Stock in the period following the effectiveness of the Reverse Stock Split. The Board will also consider the impact of the Reverse Stock Split Ratio on investor interest. The purpose of selecting a range is to give the Board the flexibility to meet business needs as they arise, and to take advantage of favorable opportunities and to respond to a changing corporate environment.
Effectiveness of the Reverse Stock Split
The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing of the Reverse Split Amendment with the office of the Secretary of State of the State of Delaware or at such later time as the Board determines. The exact timing of the Reverse Split Amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders. Notwithstanding the approval of the Reverse Stock Split at the Special Meeting, the Board reserves the right, in its discretion, to abandon the Reverse Stock Split at any time prior to the effectiveness of the filing of the Reverse Split Amendment with the office of the Secretary of State of the State of Delaware, if it determines that the Reverse Stock Split is no longer in our best interests and the best interests of our stockholders.
Potential Market Effects
As discussed above, reducing the number of outstanding shares of Common Stock through a Reverse Stock Split is intended, absent other factors, to increase the per share market price of the Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Stock Split, or that the market price of our Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after the Reverse Stock Split will increase in proportion to the reduction in the number of shares of Common Stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.
Effect on Common Stock
If our stockholders approve the Reverse Split Proposal and the Board effects the Reverse Stock Split, the number of shares of Common Stock issued and outstanding will be reduced, depending upon the Reverse Stock Split Ratio determined by the Board. The Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except that, as described below in “Fractional Shares,” holders of our Common Stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split Ratio will, in lieu of a fractional share, receive one whole share of Common Stock. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).
The Reverse Stock Split alone would have no effect on our authorized capital stock, and the total number of authorized shares would remain the same as before the Reverse Stock Split. This would have the effect of increasing the number of shares of our Common Stock available for issuance. The additional available shares would be available for issuance from time to time at the discretion of the Board when opportunities arise, without further stockholder action or the related delays and expenses, except as may be required for a particular transaction by law, the rules of any exchange on which our securities may then be listed, or other agreements or restrictions. Any issuance of additional shares of our Common Stock would increase the number of outstanding shares of our Common Stock and (unless such issuance was pro-rata among existing stockholders) the percentage ownership of existing stockholders would be diluted accordingly. In addition, any such issuance of additional shares of our Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of our Common Stock.
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In addition to sales of our Common Stock, if our stockholders approve the Reverse Split Proposal and the Board effects the Reverse Stock Split, the additional available shares of our Common Stock would also be available for conversions of convertible securities that we may issue, acquisition transactions, strategic relationships with corporate and other partners, stock splits, stock dividends and other transactions that may contribute to the growth of our business. Any decision to issue equity will depend on, among other things, our evaluation of funding needs, developments in business and technologies, current and expected future market conditions and other factors. There can be no assurance, however, even if the Reverse Split Proposal is approved and the Reverse Stock Split is implemented, that any financing transaction or other transaction would be undertaken or completed.
The Reverse Stock Split will not change the terms of our Common Stock. After the Reverse Stock Split, the shares of Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to Common Stock now authorized.
The Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.
After the Split Effective Time, the Company will continue to be subject to the periodic reporting and other requirements of the Exchange Act. Subject to compliance with applicable continued listing requirements, our Common Stock will continue to be listed on Nasdaq and traded under the symbol “DFNS,” although the exchange will add the letter “D” to the end of the trading symbol for a period of 20 trading days after the Split Effective Time to indicate that a reverse stock split has occurred. After the Split Effective Time, it is expected that our Common Stock will have a new CUSIP number. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act.
After the Split Effective Time, the post-split market price of our Common Stock may be less than the pre-split price multiplied by the Reverse Stock Split Ratio. In addition, a reduction in the number of shares outstanding may impair the liquidity for our Common Stock, which may reduce the value of the Common Stock.
Fractional Shares
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to one whole share of Common Stock in lieu thereof.
Effect on Stock Options, Restricted Stock Awards, and Equity Incentive Plans
Based on the Reverse Stock Split Ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities and our equity incentive plan will be reduced proportionately based on the Reverse Stock Split Ratio.
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Material U.S. Federal Income Tax Consequences
The following is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to U.S. Holders (as defined below) of our Common Stock. This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, administrative rulings and pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. This summary is limited to U.S. Holders that hold our Common Stock as a capital asset (generally, property held for investment) for U.S. federal income tax purposes. This summary does not address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances or to U.S. Holders that may be subject to special tax treatment under the Code, including, without limitation, financial institutions, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers, tax-exempt entities, and persons holding our Common Stock in a “hedge,” “straddle,” “wash sale” or other risk reduction transaction. This summary does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction or any U.S. federal tax consequences other than U.S. federal income taxation.
As used herein, the term “U.S. Holder” means a beneficial owner of our Common Stock that is, for U.S. federal income tax purposes, (1) an individual citizen or resident of the United States, (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (x) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
The Reverse Stock Split is intended to qualify as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Accordingly, for U.S. federal income tax purposes, generally no gain or loss should be recognized by a U.S. Holder upon the Reverse Stock Split. The aggregate tax basis of the Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the Common Stock surrendered, and the holding period for the Common Stock received should include the holding period for the Common Stock surrendered.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal Three except to the extent of their ownership of shares of our Common Stock.
No Appraisal Rights
Under the DGCL, our stockholders will not be entitled to dissenters’ or appraisal rights with respect to the Reverse Split Amendment, and we do not intend to independently provide stockholders with any such right.
Required Vote; Recommendation of the Board
Approval of the Reverse Split Proposal requires that the votes cast “FOR” the matter exceed the votes cast “AGAINST” the matter at the Special Meeting, provided that a quorum exists at the Special Meeting. For purposes of the vote on the Reverse Split Proposal, abstentions and broker non-votes will be counted towards the presence of a quorum but will not be considered votes cast by the stockholders at the Special Meeting and therefore will not have any effect with respect to the Reverse Split Proposal.
The Board of Directors unanimously recommends THAT YOU vote “FOR” THE Reverse Split Proposal.
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ADJOURNMENT PROPOSAL
General
At the Special Meeting, the Company’s stockholders will be asked to consider and vote on a proposal, if necessary or appropriate, to adjourn the Special Meeting to a later date or dates to permit the Company to solicit additional proxies in favor of Proposal One (the Warrant Shares Proposal), Proposal Two (the Preferred Stock Conversion Issuance Proposal), or Proposal Three (the Reverse Split Proposal), in the event that there are insufficient votes at the time of the Special Meeting to approve any such Proposal.
In addition to any adjournment approved pursuant to this Adjournment Proposal, if a quorum is not present at the Special Meeting, the Company’s Amended and Restated Bylaws and the General Corporation Law of the State of Delaware permit the Special Meeting to be adjourned by the chairman of the meeting, by the vote of the holders of a majority of the voting power of the Company’s stock represented at such meeting, or as otherwise permitted by applicable law.
If this Adjournment Proposal is approved, the holder of any proxy solicited by the Board of Directors will be authorized to vote in favor of adjourning the Special Meeting one or more times, whether or not a quorum is then present, for the purpose of soliciting additional proxies in favor of Proposal One, Proposal Two, or Proposal Three, as applicable. If the Special Meeting is adjourned, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting as reconvened.
Potential Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved, and there are insufficient votes at the Special Meeting to approve any of Proposal One, Proposal Two, or Proposal Three, the Company will not be authorized under this proxy to adjourn the Special Meeting to solicit additional proxies in favor of any such Proposal that did not obtain sufficient votes. As a result, the Company may be unable to consummate the transactions that require stockholder approval, including the issuance of shares of Common Stock upon exercise of the Warrants, the conversion of the Series B Convertible Preferred Stock, and the effectuation of the Reverse Stock Split, as applicable, which in turn could have a material adverse effect on the Company’s ability to raise additional capital under the second tranche of the February 2026 Private Placement and to maintain the Company’s continued listing on the Nasdaq Capital Market.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal Four except to the extent of their ownership of shares of our Common Stock.
Required Vote; Recommendation of the Board
Approval of the Adjournment Proposal requires that more votes be cast in favor of the Adjournment Proposal than are cast against the Adjournment Proposal at the Special Meeting, whether or not a quorum exists at the Special Meeting. For purposes of the vote on the Adjournment Proposal, abstentions and broker non-votes will be counted towards the presence of a quorum but will not be counted as votes cast by the stockholders at the Special Meeting and therefore will not have any effect on the outcome of the Adjournment Proposal.
The Board of Directors unanimously recommends THAT YOU vote “FOR” the Adjournment Proposal.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Common Stock as of the Record Date by: each of our directors; each of our named executive officers; all executive officers and directors as a group; and each person known to us to beneficially own more than 5% of our Common Stock on an as-converted basis.
The calculations in the table below are based on 60,270,525 shares of Common Stock issued and outstanding as of May 20, 2026.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o T3 Defense Inc., 575 Fifth Avenue, 14th Floor, New York, New York 10017.
Named Executive Officers and Directors | Position | Number of Shares of Common Stock | Percentage of Common Stock | |||||||
| Menachem Shalom(1) | CEO and Director | 14,859,080 | 22.0 | % | ||||||
| Morel Levi | CFO | 5,000 | * | |||||||
| Shiran Fridman | Director | 5,000 | * | |||||||
| Tomer Nagar | Director | 15,000 | * | |||||||
| Nachum Asaf | Director | 5,000 | * | |||||||
| Total Officers and Directors (5 people) | 14,914,080 | 22.1 | % | |||||||
| 5% Stockholders | ||||||||||
| VisionWave Holdings Inc.(2) | 6,000,000 | 9.96 | % | |||||||
| Esousa Group Holdings LLC(3) | 6,689,285 | 9.99 | % | |||||||
| (1) | Consists of 7,683,418 shares of Common Stock and 7,175,662 shares of Common Stock issuable upon exercise of warrants held by Menachem Shalom. |
| (2) | Represents shares of common stock held as of record by VisionWave Holdings Inc. (NASDAQ: VWAV). The address of the principal business office of VisionWave Holdings Inc. is 1063 N. Spaulding Ave., West Hollywood, CA 90046. |
| (3) | Consists of 719 shares of Common Stock and 6,688,566 shares of Common Stock issuable upon exercise of warrants held by Esousa Group Holdings LLC (“Esousa”). Excludes 993,258 additional shares of Common Stock issuable upon exercise of warrants held by Esousa as the terms of such warrants limit the exercise such that beneficial ownership does not exceed 9.99%. Esousa holds 190 shares of Series B Preferred Stock which are currently convertible into 4,460,095 shares of Common Stock (assuming an Initial Conversion Price of $2.13) and Common Warrants to purchase an aggregate of 6,690,142 shares of Common Stock at an exercise price of $2.13 per share, and additional Common Warrants to purchase an aggregate of 991,682 shares of Common Stock at an exercise price of $5.405 per share. The Series B Preferred Stock and the Common Warrants limit the conversion or exercise such that beneficial ownership does not exceed 9.9% or 9.99%, respectively. In accordance with Rule 13d-3(d) under the Exchange Act, also excludes the number of shares of Common Stock that Esousa may be required to purchase under the Equity Line of Credit (the “ELOC Purchase Agreement”) we entered into with Esousa in September 2025 because the issuance of such shares is solely at our discretion and is subject to conditions contained in the ELOC Purchase Agreement, the satisfaction of which are entirely outside of Esousa’s control. The purchases made by Esousa pursuant to the ELOC Purchase Agreement are also subject to a 9.99% beneficial ownership limitation. Michael Wachs, the owner of Esousa, has voting and dispositive control over the securities held by Esousa. The address of the reporting person is 211 East 43rd Street, Suite 402, New York, NY 10017. |
| * | Less than 1%. |
Securities Authorized for Issuance under Equity Compensation Plans
As of December 31, 2025 with respect to our compensation plans under which equity securities may be issued, there are no shares of Common Stock available for issuance under our 2025 Equity Incentive Plan or our 2024 Equity Incentive Plan and there are no options, warrants or rights outstanding.
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The proxies being solicited hereby are being solicited by the Company. The Company will bear the entire cost of solicitation of proxies including preparation, assembly, printing and mailing of the Proxy Statement, the proxy card and establishment of the Internet site hosting the proxy material. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Such filings are made available on our website at www.t3dfns.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC. The SEC maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company.
You can obtain copies of the Company’s SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2025, which includes financial statements and any financial statement schedules required to be filed in accordance with SEC rules, through the SEC’s EDGAR website or from us directly, at no cost, excluding any exhibits to those documents (unless the exhibit is specifically incorporated by reference into those documents), by requesting them in writing or by telephone at the following address and telephone number:
T3 Defense Inc.
575 Fifth Ave., 14th Floor
New York, New York 10017
(212) 791-4663
Attention: Corporate Secretary
By Order of the Board of Directors,
| /s/ Menachem Shalom | ||
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
May 29, 2026
20
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
T3 Defense Inc.
a Delaware corporation
T3 Defense Inc., a Delaware corporation, organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify that:
FIRST: The name of the corporation is T3 Defense Inc. (the “Corporation”).
SECOND: The Board of Directors of the Corporation (the “Board of Directors”) has duly adopted resolutions proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof, and authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment of Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”).
THIRD: Upon the effectiveness of this Certificate of Amendment pursuant to the DGCL, Article IV of the Certificate of Incorporation is hereby amended by adding the following paragraph to the end of Article IV:
“(4) Reverse Stock Split. Effective immediately upon the filing of this Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each [__________] ([__________]) shares of Common Stock then issued and outstanding, or held in the treasury of this corporation, immediately prior to the Effective Time, shall automatically be reclassified and converted into one (1) share of Common Stock, without any further action by this corporation or the respective holders of such shares (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. A holder of Common Stock who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of Common Stock in lieu of such fractional share.”
FOURTH: This Certificate of Amendment has been duly approved by the Board of Directors in accordance with the applicable provisions of Section 242 of the DGCL.
FIFTH: This Certificate of Amendment has been duly approved by the stockholders of the Corporation in accordance with the applicable provisions of Section 228 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by the undersigned, and the undersigned has executed this Certificate of Amendment and affirms the foregoing as true under penalty of perjury this [ ] day of [ ], 2026.
By:
Name:
Title:
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. T01157 - S40093 For Against Abstain O O O O O O 2. To approve the issuance of shares of the Company's common stock upon conversion of the Series B Convertible Preferred Stock issued or issuable in connection with the February 2026 Private Placement, as required by Nasdaq Listing Rule 5635(d); O O O 3. To grant the Company’s Board of Directors (the “Board”) the discretionary authority for 18 months to amend the Company’s amended and restated O O O certificate of incorporation, as amended, to authorize a reverse stock split of the Company’s common stock, at a ratio in the range from one - for - two to one - for - two hundred fifty, with such specific ratio to be determined by the Board following the Special Meeting; and 4. To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event that there are insufficient votes at the Special Meeting to approve Proposal 1, Proposal 2, or Proposal 3. NOTE: To act on such other matters as may properly come before the meeting or any adjournment thereof. The Board of Directors recommends you vote FOR proposals 1 through 4. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1 . To approve the issuance of shares of the Company's common stock upon exercise of certain restricted common stock purchase warrants issued or issuable in connection with an offering of securities of the Company pursuant to the terms of the Securities Purchase Agreement dated February 24 , 2026 (the “February 2026 Private Placement”) for purposes of complying with the Nasdaq Listing Rules ; T3 DEFENSE INC. SCAN TO VIEW MATERIALS & VOTE ڀ T3 DEFENSE INC. 575 FIFTH AVE, 14TH FLOOR NEW YORK, NY 10017 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form . During The Meeting - Go to www.virtualshareholdermeeting.com/DFNS2026SM You may attend the meeting via the Internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 .
T01158 - S40093 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. T3 DEFENSE INC. Special Meeting of Shareholders June 18, 2026 10:00 a.m., Eastern Time This proxy is solicited by the Board of Directors The undersigned shareholder hereby appoints Menachem Shalom as attorney and proxy for the undersigned, with the power to appoint his substitute, to represent and to vote all the shares of the common stock of T 3 DEFENSE INC . (the “Company”), which the undersigned would be entitled to vote, at the Company’s Special Meeting of Shareholders to be held virtually by webcast at www . virtualshareholdermeeting . com/DFNS 2026 SM on, June 18 , 2026 , at 10 : 00 a . m . , Eastern Time, and any adjournments thereof, subject to the directions indicated on the reverse side hereof . In their discretion, the Proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof . This proxy, when properly executed, will be voted in the manner directed on the reverse side by the undersigned shareholder . If no direction is made, this proxy will be voted FOR Proposals 1 through 4 . Continued and to be signed on reverse side