T3 Defense Inc. (DFNS) Form 424B3 — Oct 23, 2026
T3 Defense Inc. (DFNS) filed a 424B3 prospectus registering the resale of up to 7,051,799 shares of common stock by selling stockholders tied to Esousa Group Holdings, comprising 1,980,198 conversion shares from Series B Preferred Stock and 5,071,601 warrant shares from the February 2026 $20 million private placement. The company receives no proceeds from these resale sales, though it could receive roughly $15 million if all common warrants are cash-exercised at $266.25 per share (unlikely at the current $5.05 stock price). The registered shares would equal approximately 68% of post-issuance shares outstanding (3,250,296 shares currently outstanding vs.
Key figures
- Blocker Limit
- 9.9% (Preferred) / 9.99% (Warrants)
- Offering Price
- $5.05 (closing price Oct 22, 2026; resale at market-determined prices)
- Shares Offered
- 7051799
- Warrant Shares
- 5071601
- Eloc Commitment
- $250,000,000 equity line of credit
- Term Note Amount
- $3,000,000
- Dilution Percent
- approximately 68% of post-issuance outstanding shares represent the registered Shares
- Conversion Shares
- 1980198
- Term Note Maturity
- December 8, 2026 (or earlier upon specified events)
- Unrestricted Cash
- approximately $4.1 million
- Reverse Split Ratio
- 1-for-125 (effective July 20, 2026)
- Series BStated Value
- $50,000 per share
- Stockholders Deficit
- $19 million
- Private Placement Size
- $20,000,000 aggregate ($10M first tranche closed Feb 26, 2026; $10M second tranche conditional)
- Term Note Interest Rate
- 1% per month
- Negative Working Capital
- approximately $131 million
- Series BConversion Price
- $21.375 per share
- Net Cash Used In Operations
- $9.8 million (six months ended June 30, 2026)
- Net Operating Loss Six Months
- $7.2 million (six months ended June 30, 2026)
- Common Warrant Exercise Price
- $266.25 per share
- Shares Outstanding After Offering
- 10302095
- Shares Outstanding Before Offering
- 3250296
- Gross Proceeds If Warrants Cash Exercised
- approximately $15 million (all February 2026 Private Placement warrants)
AI analysis
The rest of the AI analysis, red flags and sentiment are part of Signal8 Pro.
AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.