T3 Defense Inc DEFA14A, filed Dec 11, 2025

T3 Defense Inc. (DFNS)

DEFA14A 2025-12-11

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	Nukkleus Inc.			Acquisition of Star26			Transaction Adjustments (Note 4)			Note Ref	Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	7,611,465			924,000		$	(3,500,000	)	A	$	5,035,465
Restricted Cash		-			60,000			-				60,000
Short term bank deposits		-			119,000			-				119,000
Marketable securities		-			289,000			-				289,000
Digital assets		32,182			-			(11,196	)	F		20,986
Accounts Receivable		-			478,000			-				478,000
Note recievable - related party		4,500,000			-			(4,500,000	)	A		-
Due from Affiliates		243,915										243,915
Currrent assets from discountinued operations		-			-			-				-
Inventory		-			1,544,000			-				1,544,000
Other current assets		730,894			412,000			(125	)	F		1,142,769
Total current assets		13,118,456			3,826,000			(8,000,000	)			8,933,135
Funds in respect of employee rights upon retirement		-			79,000			-				79,000
Long-term loan to other Company		-			2,432,000			-				2,432,000
Deferred taxes		-			284,000			-				284,000
Intangible assets, net					134,000			200,435		B		334,435
Goodwill		-			-			76,600,948		B		76,600,948
Operating lease right-of-use assets		153,569			1,046,000			-				1,199,569
Other assets from discontineud operations		-			-			-				-
Property and equipment, net		15,883			172,000			-				187,883
Total assets	$	13,287,908			7,973,000		$	68,790,062			$	90,050,970

Liabilities and stockholders’ equity (deficit)
Current liabilities
Short term loans	$	-			1,903,000			-			$	1,903,000
Short term loans – related party		-			4,500,000			-				4,500,000
Intercompany		-			-			-				-
Accounts payable		87,420			865,000			-				952,420
Convertible notes payable, net		-			-			-				-
Note Payable, net		-			-			19,000,000		C		19,000,000
Due to affiliates		233,068			-			-				233,068
Loans payable – related parties, current		1,566,988			-			-				1,566,988
Interest payable – related parties, current		108,417			-			-				108,417
Accrued expenses and other current liabilities		816,224			1,630,000			42,091		B		2,488,315
Accrued expenses and other current liabilities – related party		-			548,000			-				548,000
Derivative liabilities		-										-
Stock purchase warrants, liability classified		40,740,193			203,000			(3,048,532	)	F		37,894,661
Current liabilities from discontinued operations		-										-
Operating lease liabilities, current portion		78,575			316,000			-				394,575
Total current liabilities		43,630,885			9,965,000			15,993,559				69,589,444
Liability for employees’ rights upon retirement		-			112,000			-				112,000
Loans payable - related parties, net of current portion		-			-			-				-
Interest payable - related parties, net of current portion		-			-			-				-
Non-current liabilities from discontinued operations		-										-
Long-term loans from Banks		-			537,000			-				537,000
Operating lease liabilities		74,994			752,000			-				826,994
Total liabilities		43,705,879			11,366,000			15,993,559				71,065,438
Commitments and contingencies
Stockholders’ equity
Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 200 shares issued and outstanding at September 30, 2025)		-			-							-
Common stock ($0.0001 par value; 150,000,000 shares authorized; 11,096,264 shares issued and outstanding at September 30, 2025; on a proforma basis 21,416,106 shares issued and outstanding)		1,110			-			477		D		2,142
								555		F
Class A common stock, par value $0.0001 per share, 250,000,000 shares authorized and 5,075,000 shares issued and outstanding as of September 30, 2025		-			508			(508	)	E		-
Class B common stock, par value $0.0001 per share, 50,000,000 shares authorized and 6,250,000 shares issued and outstanding as of September 30, 2025		-			625			(625	)	E		-
Additional paid in capital		81,047,703			322,868			46,038,947		D		149,113,270
								21,703,752		F
Other comprehensive income		(2,277	)		(74,000	)		74,000		E		(2,277	)
Accumulated deficit		(111,464,507	)		(3,647,000	)		3,647,000		E		(130,131,603	)
								(18,667,096	)	F
Total Nukkleus Inc. stockholders’ equity (deficit)		(30,417,971	)		(3,397,000	)		52,796,503				18,981,532
Non-controlling interest		-			4,000			-				4,000
Total stockholders’ equity (deficit)		(30,417,971	)		(3,393,000	)		52,796,503				18,985,532
Total liabilities and stockholders’ equity (deficit)	$	13,287,908			7,973,000		$	68,790,062			$	90,050,970

	Nukkleus Inc.			Acquisition of Star26			Disposition of DRFQ		Adjustments (Note 5)			Note Ref	Pro Forma Combined
REVENUES
Revenue - other	$	-			2,711,000			-	$					2,711,000
Total revenues		-			2,711,000			-		-				2,711,000

COSTS OF REVENUES
Cost of revenue - other		-			2,355,000			-		-				2,355,000
Total costs of revenues		-			2,355,000			-		-				2,355,000

GROSS PROFIT (LOSS)
Gross Profit (loss) - other		-			356,000			-		-				356,000
Total Gross Profit (Loss)		-			356,000			-		-				356,000

OPERATING EXPENSES
Professional fees		6,051,719								11,588,400		BB		17,640,119
Compensation and related benefits		365,988								4,567,500		BB		4,933,488
Amortization of intangible assets		-			63,000					2,500		AA		65,500
Disposal of intangible assets		-			1,812,000									1,812,000
Other general and administrative		909,275			1,867,000									2,776,275
Other general and administrative - related party		-			258,000									258,000
Total operating expenses		7,326,982			4,000,000					16,158,400				27,485,382

LOSS FROM OPERATIONS		(7,326,982	)		(3,644,000	)				(16,158,400	)			(27,129,382	)
														-
OTHER (EXPENSE) INCOME:														-
Interest expense		(407,971	)		423,000									15,029
Interest expense - related parties		(64,306	)		-									(64,306	)
Penalty - late registration		(800,000	)											(800,000	)
Loss on debt extinguishment		(7,484,152	)											(7,484,152	)
Change in fair value of liability classified stock purchase warrants		123,369,695												123,369,695
Change in fair value of derivative liabilities		587,790												587,790
Change in fair value of digital assets		(967,818	)							(2,511,196	)	CC		(3,479,014	)
Gain on disposition of subsdiary		2,491,485												2,491,485
Day one loss on private placement		(19,605,956	)											(19,605,956	)
Other income (expense)		280,422			-									280,422
Total other income (expense), net		97,399,189			423,000					(2,511,196	)			95,310,993

INCOME (LOSS) BEFORE INCOME TAXES		90,072,207			(3,221,000	)				(18,669,596	)			68,181,611
Income tax expense		-			49,000					-				49,000
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		90,072,207			(3,172,000	)				(18,669,596	)			68,230,611
Net Income (loss) from discontinued operations		(460,971	)		-			460,971						-
Net Income (Loss)		89,611,236			(3,172,000	)		460,971		(18,669,596	)			68,230,611
Net income (loss) attributable to noncontrolling interest		-			(82,000	)								(82,000	)
Net income (loss) attributable to Nukkleus, Inc.		89,611,236			(3,090,000	)		460,971		(18,669,596	)			68,312,611

Income (loss) per common share, basic:
Income (loss) from continuing operations, net of tax		14.74								(1.81	)			4.15
Income (loss) from discontinued operations, net of tax		(0.08	)							-				-
Net income (loss)		14.66								(1.81	)			4.15
Income (loss) per common share, diluted:
Income (loss) from continuing operations, net of tax		11.53								(1.81	)			3.76
Income (loss) from discontinued operations, net of tax		(0.06	)							-				-
Net income (loss)		11.47								(1.81	)			3.76
Weighted-average shares outstanding:
Basic		6,111,279								10,319,842				16,431,121
Diluted		7,813,592								10,319,842				18,133,434

Purchase consideration:
4,770,340 shares of Nukk Common Stock, at fair value*	$	28,335,820
12,017,648 warrants to purchase shares of Nukk Common Stock, at fair value		18,026,472
Notes payable		19,000,000
Cash paid		8,000,000
Total purchase consideration for 100% of Star	$	73,362,292

	Current Value		Increase in stock price by 10%		Decrease in stock price by 10%		Increase in stock price by 50%		Decrease in stock price by 50%
4,770,340 shares of Nukk Common Stock, at fair value		28,335,820		31,169,402		25,502,238		42,503,729		14,167,910
Total purchase consideration		73,362,292		76,195,874		70,528,710		87,530,201		59,194,382
Goodwill		76,596,948		79,430,530		73,763,366		90,764,858		62,429,038

Purchase Price Allocation	Adjusted Balance
Cash and Restricted Cash	$	1,103,000
Marketable Securities		289,000
Accounts Receivable		478,000
Inventory		1,544,000
Intangible assets		334,435
Other assets		3,379,000
Goodwill		76,596,948
Operating lease right of use asset		1,046,000
Accounts payable and other current liabilities		(2,607,000	)
Accounts payable and other current liabilities - related party		(548,000	)
Lease liability, current and non-current		(1,068,000	)
Warrants – liability classified		(203,000	)
Deferred tax liability		(42,091	)
Loans		(4,500,000	)
Loans - related party		(2,440,000	)
Fair value of assets acquired	$	73,362,292

	A.	Represents $3.5 million cash paid at closing and a $4.5 million advance paid prior to closing for the acquisition of Star

	B.	As a result of the acquisition of Star, in addition to the working capital accounts, the Company acquired intangibles of $0.2 million and goodwill. Goodwill is calculated as the difference between the fair value of the consideration transferred and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed, including non-controlling interest. This adjustment of $76.6 million represents the adjustment to increase goodwill to its preliminary estimated fair value per the purchase price allocation.

	C.	Represents the issuance of a $19 million note balance as consideration for the Star acquisition.

	D.	Represents the issuance of 4,770,340 shares at $5.94 (the Company’s used the closing price on Wednesday, December 10, 2025 as the most recent practicable date) and the issuance of 12,017,648 warrants at a fair value of $1.50 to the former shareholders of Star.

	E.	Represents the elimination of Star’s historical equity

	F.	Represents the aggregate issuances of 2,079,502, 375,000, and 3,095,000 shares of the Company’s common stock subsequent to September 30, 2025 in connection with cashless exercises of warrants, the Company's exercise of the second tranche of the Darwin warrant, and issuances pursuant to the 2025 Equity Plan, respectively.

	AA.	Reflects the removal of the historical Star 26 amortization of $0.06 million and the addition of recorded pro forma amortization expense of $0.07 million for the nine months ended September 30, 2025 and the removal of the historical Star 26 amortization of $0.07 million and the addition of recorded pro forma amortization expense of $0.1 million for the year ended December 31, 2024 on the portion of the purchase price allocated to definite-lived intangible assets.

	BB.	Represents $16.2 million in expense recognized from the issuance of 3,095,000 shares of common stock in connection with the 2025 Equity Plan.

	CC.	Represents an aggregate of $2.5 million in losses from change in fair value of digital assets in connection with the digital assets acquired from the Company’s exercise of the first and second tranches of the Darwin warrant

	For the Nine Months ended September 30, 2025		For the Year Ended December 31, 2024
Pro forma net income (loss)	$	68,230,611	$	(164,656,937	)
Weighted average shares outstanding of ordinary shares – basic		16,431,121		9,700,871
Weighted average shares outstanding of ordinary shares – diluted		18,133,434		9,700,871
Net income (loss) per share – basic	$	4.15	$	(16.95	)
Net income (loss) per share – diluted	$	3.76	$	(16.95	)
Excluded securities:⁽¹⁾
Options to purchase common stock under Old Nukk equity incentive plan		4,823		4,823
Convertible notes payable that convert into common stock		-		464,217
Stock purchase warrants		16,296,673		16,046,231
		16,301,496		16,515,271