T3 Defense Inc. (DFNS) Form 424B3 — Oct 23, 2026
T3 Defense Inc. filed a 424B3 prospectus registering the resale of up to 10,000,000 shares of common stock by Esousa Group Holdings under their $250 million common stock purchase agreement (equity line of credit) dated September 19, 2025. The company will receive no proceeds from Esousa's resales, though it can sell shares to Esousa at 97.5% of the lower of 15-day VWAP or closing price, at its sole discretion. With only 3,250,296 shares outstanding as of September 30, 2026, the registered 10,000,000 shares represent approximately 75% potential dilution upon full issuance.
Key figures
- Cash Position
- 4100000
- Gross Proceeds
- 250000000
- Shares Offered
- 10000000
- Shares Outstanding
- 3250296
- Term note 2026
- $3,000,000 at 1% per month, due December 8, 2026 (or earlier)
- Dilution percent
- approximately 75% of shares outstanding upon full issuance
- Reverse split ratio
- 1-for-125
- Stock price decline
- $20.61 (Aug 21, 2026) to $6.74 (Sep 29, 2026)
- Stockholders deficit
- $19 million
- Closing price oct 1 2026
- $6.86
- Negative working capital
- approximately $131 million (incl. $124M warrant liabilities)
- Series b private placement
- $20,000,000 ($10M closed first tranche)
- Cash sold to esousa to date
- $8,980,036
- Net cash used in operations
- $9.8 million
- Shares sold to esousa to date
- 360762
- Net operating loss six months fy2026
- $7.2 million
AI analysis
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