---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-096884"
form_type: "8-K"
ticker: "DFNS"
cik: "0001787518"
company_name: "T3 Defense Inc."
filed_at: "2024-11-12T23:59:59+00:00"
generated_at: "2026-05-30T02:05:41.491565+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Nukkleus appoints two directors, converts $771K debt to equity, reduces quorum

## Summary
- Three directors resigned; Tomer Nagar and Aviya Volodarsky appointed as independent directors, effective Nov 8, 2024.
- Issued 385,542 shares and 5-year warrant for 351,424 shares at $2.00 to X Group Fund of Funds to settle $771,085 debt.
- Sold 110,707 shares at $2.09456 per share for $231,882 gross proceeds to ProETP DAC.
- Issued 125,000 shares to Craig Vallis and 75,000 shares to Oliver Worsley to settle compensation claims.
- Bylaw amended to reduce quorum from majority to one-third; Nasdaq confirmed bid price compliance but not market value rules.

## SEC filing metadata
- accession: 0001213900-24-096884
- form_type: 8-K
- ticker: DFNS
- cik: 0001787518
- company_name: T3 Defense Inc.
- filed_at: 2024-11-12T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1787518/000121390024096884/0001213900-24-096884-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1787518/000121390024096884/ea0220596-8k_nukkleus.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-096884
- JSON: https://secwatch.observer/filing/0001213900-24-096884.json
- Plain text: https://secwatch.observer/filing/0001213900-24-096884.txt

## Key facts
- Executive change
  Aviya Volodarsky was appointed as Director at T3 Defense Inc..
  - Action: appointed
  - Role: Director
  source text: On November 8, 2024, the Board of Directors appointed Tomer Nagar and Aviya Volodarsky to fill the resulting vacancies as a result of the above resignations effective as of November 8, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787518/000121390024096884/0001213900-24-096884-index.htm
- Executive change
  Brian Shwieger resigned as Director at T3 Defense Inc..
  - Action: resigned
  - Role: Director
  source text: On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787518/000121390024096884/0001213900-24-096884-index.htm
- Executive change
  Tomer Nagar was appointed as Director at T3 Defense Inc..
  - Action: appointed
  - Role: Director
  source text: On November 8, 2024, the Board of Directors appointed Tomer Nagar and Aviya Volodarsky to fill the resulting vacancies as a result of the above resignations effective as of November 8, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787518/000121390024096884/0001213900-24-096884-index.htm
- Executive change
  Nicholas Gregory resigned as Director at T3 Defense Inc..
  - Action: resigned
  - Role: Director
  source text: On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787518/000121390024096884/0001213900-24-096884-index.htm
- Executive change
  Daniel Marcus resigned as Director at T3 Defense Inc..
  - Action: resigned
  - Role: Director
  source text: On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1787518/000121390024096884/0001213900-24-096884-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.