T3 Defense Inc.

false 0001787518 0001787518 2026-09-08 2026-09-08 0001787518 DFNS:CommonStock0.0001ParValuePerShareMember 2026-09-08 2026-09-08 0001787518 DFNS:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor11500.00PerShareMember 2026-09-08 2026-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification Number) 575 Fifth Avenue , 14 th Floor New York , New York 10017 (Address of principal executive offices) 212 - 791-4663 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share DFNS The Nasdaq Stock Market LLC Warrants, each warrant exercisable for one Share of Common Stock for $11,500.00 per share DFNSW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 8, 2026, T3 Defense Inc. (the “Company”) executed and delivered a Term Note (the “Note”) pursuant to which the Company borrowed $3,000,000 from an institutional lender (“Lender”). The note is due and payable upon the earlier to occur of (i) December 8, 2026; (ii) the consummation of the sale of the $10,000,000 Series B Convertible Preferred Stock as contemplated by the Securities Purchase Agreement dated February 24, 2026 by and between the Company and the Lender; and (iii) the consummation by the Company of a financing in gross proceeds of at least $3,000,000. Interest accrues at the rate of 1% per month. The Note contains representations and warranties of the Company and other provisions customary and typical for instruments on this nature. The above description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of said agreement, a copy of which is attached hereto as Exhibit 10.54 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.54 Term Note, dated as of September 9, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. T3 DEFENSE INC. Date: September 11, 2026 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 2