T3 Defense Inc. (DFNS): M&A transaction — Nukkleus acquires Israeli drone company Nimbus for shares and $3.25M convertible note

T3 Defense Inc.

Consideration: 1,850,000 restricted shares of common stock plus $3.25M convertible note (6% interest, 24-month, convertible at $2.00/share).
Nimbus reported FY 2025 revenues of approximately $940,000.
Acquisition expands Nukkleus' defense portfolio into UAV and counter-UAS technology.
Nimbus, founded in 2024, is an Israeli aerospace robotics company specializing in customized unmanned aerial systems.
Note prohibits conversion that would result in beneficial ownership exceeding 4.99% of outstanding common shares.

item 1.01 item 2.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.4

T3 Defense Inc. issued common stock to accredited investors.

Security: common stock
Purchaser: accredited investors

Exact text from the filing

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Common Stock and the Convertible Note were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

T3 Defense Inc. completed an acquisition involving Nimbus Drones Technologies and Marketing Ltd. for 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24-month note bearing 6% interest (closed 2026-01-15).

Action: acquisition
Counterparty: Nimbus Drones Technologies and Marketing Ltd.
Consideration: 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24-month note bearing 6% interest
Closing: 2026-01-15

Exact text from the filing

ursuant to which it acquired 100% of Nimbus Drones Technologies and Marketing Ltd., an Israeli private company (“Nimbus”)

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T3 Defense Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-004905

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