T3 Defense Inc. (DFNS) Form 8-K — Oct 27, 2026
$DFNSForm 8-KItems 1.01, 7.01, 9.01Filed Oct 27, 2026, 9:30 AM ET0001185185-26-005016Original filing
T3 Defense (Nasdaq: DFNS) signed a stock purchase agreement to acquire 100% of KeepZone AI Inc., a homeland security technology distributor and integrator, from Nexera Technologies Ltd. Initial consideration is $1.0 million paid in newly issued DFNS shares (or pre-funded warrants under a 4.9% ownership cap), priced at the five-day average closing price before closing. Nexera is also eligible for a cash earn-out equal to 50% of KeepZone's standalone net profit over 24 months on the first $10.0 million of profit, capped at $5.0 million.
Key figures
- Deal Value Usd
- 1000000
- Earn Out Max
- $5,000,000
- Earn Out Terms
- 50% of KeepZone standalone net profit over 24 months on first $10,000,000 of net profit, paid in cash
- Equity Blocker
- 4.9% beneficial ownership limitation
- True Up Mechanism
- Additional shares if seller still holds on 181st day post-closing and stock price below closing-date price
- Warrant Exercise Price
- $0.0001 per share
AI analysis
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