Highest-materiality recent filing
Nasdaq notifies T3 Defense of non-compliance with minimum bid price rule
Received Nasdaq notice on May 5, 2026 for failure to maintain $1.00 minimum bid price.
CEO converts $2.14M notes into 4.17M shares; warrant exercise price cut to $0.5124
CEO Menachem Shalom exchanged $2,138,962 in notes (principal + accrued interest) for 4,174,399 common shares at $0.5124 per share (page 1).
T3 Defense subsidiary signs non-binding LOI to lend $10M to Meteor Aerospace for 51% stake
Water IO (majority-owned by T3) signed non-binding LOI to lend $10M to Meteor Aerospace, an Israeli defense tech firm.
T3 Defense reports preliminary Q1 rev ~$4.2M, backlog $12.1M, reaffirms FY26 guidance $26M
Q1 2026 revenue expected ~$4.2M; first quarter as defense-focused holding company.
T3 Defense subsidiary Water IO sells Zorronet to BiomX for 1.3M shares and $1.25M note
Water IO Ltd. (67%-owned by T3 Defense) sold 100% of Zorro Net Ltd. to BiomX (PHGE) on April 10, 2026.
T3 Defense SPAC enters non-binding LOI to acquire payments technology company
SC II Acquisition Corp., a SPAC controlled by T3 Defense, signed non-binding LOI on 3/31/26 to acquire 100% of a payments tech firm.
T3 Defense cancels $16M intercompany debt obligation at no cost or dilution
Cancelled $16M in debt owed to wholly-owned Star 26; no cash outlay, no dilution for shareholders.
T3 Defense files ITS audited financials: $3.7M net loss, going-concern doubt
ITS revenue fell 44% to $8.9M in 2024 (from $16.0M in 2023); gross loss of $1.5M.
T3 Defense subsidiary Tiltan featured in CTech article; acting CEO discusses global expansion plans
Tiltan Software Engineering, acquired by T3 Defense last year, featured in CTech interview with acting CEO Ehud Shafir.
T3 Defense sued by Kingswood Capital over alleged success fee; company denies claims
Lawsuit filed Feb 24, 2026, in NY Supreme Court by Kingswood Capital Partners against T3 Defense, Star 26 Capital, and Nukkleus.
T3 Defense notes rising demand for missile defense and counter-UAS amid Iran conflict
Company reports increased demand for integrated air and missile defense, counter-UAS amid ongoing Iran conflict and broader geopolitical developments.
T3 Defense corrects warrant exercise price to $2.13/share in $20M private placement
Private placement of 400 units at $50,000 each for aggregate $20 million.
T3 Defense enters up to $20M private placement; director resigns
Up to $20M committed private placement from Esousa Group, an existing shareholder, in two tranches.
T3 Defense inceases CEO Shalom's compensation under new consulting agreement
Base salary $60,000/month, target bonus 50% of base; $250k cash bonus for past services.
T3 Defense acquires 51% of ITS for NIS 10M loan; revenue est. $24-26M
Acquired 51% of ITS via NIS 10M (~$3.2M) loan converted to equity; no cash or stock issued.
T3 Defense investor presentation shows $60.5M market cap, 25.3M shares outstanding
As of February 9, 2026: shares outstanding 25.3M, price $2.39, market cap $60.5M.
Nukkleus rebrands as T3 Defense Inc., ticker changes to DFNS effective Feb 9, 2026
Name changed to T3 Defense Inc.; new ticker DFNS on Nasdaq effective Feb 9, 2026.
Nukkleus subsidiary Rimon wins $4.1M multi-year contracts for Iron Dome components
Rimon, wholly owned by Nukkleus, secured contracts to manufacture power and subsystem components for Iron Dome and other defense platforms.
Nukkleus estimates 2026 portfolio revenue of $20-22M; details acquisitions and partnerships
Current portfolio of acquired companies estimated to generate $20-22 million in 2026 revenues.
Nukkleus acquires Israeli drone company Nimbus for shares and $3.25M convertible note
Consideration: 1,850,000 restricted shares of common stock plus $3.25M convertible note (6% interest, 24-month, convertible at $2.00/share).
Nukkleus dismisses GreenGrowth CPAs, appoints Somekh Chaikin as auditor
Dismissed GreenGrowth CPAs as independent auditor effective January 14, 2026; Board approved.
Nukkleus completes Star 26 acquisition; gains Iron Dome supplier and AI defense tech
Acquired 100% of Star 26 for $16M note, $500K cash, 4.77M shares, warrants for 12M shares at $1.50, plus two promissory notes ($3M each).
Nukkleus closes acquisition of Tiltan Software Engineering for approx. $14M
Acquired all Tiltan shares for NIS 47.6M (~$14M); 75% cash (NIS 35.7M) and 25% stock (NIS 11.9M, 2M shares escrowed).
Nukkleus shareholders approve Star acquisition, up to $250M ELOC, and share issuances
All four proposals passed with >99% of votes cast at Dec 16 special meeting.
Nukkleus shareholders approve acquisition of Star 26 Capital; closing expected by Dec 31
Shareholders approved at special meeting Dec 16; transaction initially announced Dec 15, 2024.
Nukkleus appoints Morel Levi as CFO effective December 8, 2025
Morel Levi, 33, named CFO of Nukkleus Inc. and subsidiary Nukk Picolo Ltd., effective Dec 8, 2025.
Nukkleus subsidiary SC II Acquisition Corp closes IPO raising $172.5M
SC II raised $172.5M gross from sale of 17.25M units at $10 each, including full exercise of underwriter option.
Nukkleus subsidiary SPAC SC II prices $150M IPO at $10/unit
SC II Acquisition Corp. priced 15M units at $10.00 each, gross proceeds of $150M.
Nukkleus: pending Rimon acquisition to benefit from historic Iron Dome expansion contract
Israel Ministry of Defense signed procurement agreement with Rafael on Nov 20, 2025; funded by $8.7B US defense package ($5.2B for air-defense).
Nukkleus sets Dec 16 special meeting to vote on acquisition of Star 26 Capital
Special meeting on Dec 16, 2025 to approve 100% acquisition of Star 26 Capital, a defense-focused holding company.
Nukkleus shareholders elect directors, ratify KPMG auditor, adopt 2025 equity incentive plan
All five director nominees elected: Menachem Shalom, David Rokach, Tomer Nagar, Aviva Volodarsky, Reuven Yeganeh.
Nukkleus subsidiary SC II files for $150M SPAC IPO; units to list as SCIIU
SC II Acquisition Corp. filed Form S-1 for a $150M IPO of units at $10 per unit.
Nukkleus regains Nasdaq compliance, announces $10M PIPE and $250M equity line
Regained Nasdaq minimum market value compliance ($50M+ for 10 days as of Sept 26, 2025).
Nukkleus enters $250M equity line with Esousa Group to fund aerospace & defense acquisitions
ELOC: up to $250M in common stock over 36 months; pricing at 97.5% of VWAP discount.
Purchase price includes $16M promissory note, $5M cash, 4.77M shares, warrants for 12M shares at $1.50, $3M cash, and $3M 6-month note at 8%.
Nukkleus raises $10M private placement to fund defense acquisitions including Iron Dome supplier
$10M private placement (200 units at $50,000/unit) with Series A convertible preferred and common warrants.
Nukkleus to acquire Tiltan Software Engineering for ~$14M in cash and stock
Purchase price of NIS 47.6M (~$14M): 75% cash in six installments over 180 days, 25% Nukkleus common stock at settlement.
Nukkleus receives Nasdaq delisting notice for MVLS below $50M
Nasdaq notified Nukkleus on Aug 28, 2025 that MVLS was below $50M for 30 consecutive business days.
Nukkleus forms joint venture with Mandragola for aviation/defense in Baltics and Israel
Nukk Picolo holds 51% equity in JV; Mandragola 49%.
Nukkleus secures exclusive U.S. distribution rights for Blade Ranger drone payload in defense sector
$100,000 total payment over 4 quarterly installments for exclusive U.S. defense/homeland security rights.
On July 29, 2025, Match Financial (UK subsidiary) was placed into administration; administrators appointed.
Nukkleus acquires warrant for 200M Darwin AI tokens; exercises initial 50M tranche
Paid $500 for a warrant exercisable until July 30, 2026, to buy up to 200M DARWIN tokens in four tranches at $0.02–$0.50/token.
Nukkleus amends purchase agreement; eliminates super-voting Class B shares of Star 26
Menachem Shalom converts all Star 26 Class B stock to Class A, eliminating voting-rights disparity.
Nukkleus reports sale of $515.5K note and warrant to third party; mutual release with Palm
Senior Unsecured Promissory Note of $515,500 (12% interest, due Feb 1, 2025) sold to unaffiliated third party.
Nukkleus amends purchase agreement; Star 26 gets $3M termination fee on failure conditions
Amendment No. 3 to Securities Purchase Agreement with Star 26 executed June 15, 2025.
Cash advances under purchase agreement for Star 26 Capital increased from $1.8M to $3.0M.
Nukkleus changes fiscal year to calendar year, aligns with Star 26 Capital acquisition
Fiscal year end changed from Sept 30 to Dec 31, effective for FY starting Jan 1, 2024.
Nukkleus amends Star 26 acquisition: total consideration up to $21M from $15M
Cash portion remains $5M; Investment Note increased to $16M from $10M.
Nukkleus regains Nasdaq compliance, cancels Jan. 21 hearing, stock continues listing
Regained compliance with market value of listed securities and publicly held shares requirements under Nasdaq Listing Rules 5450(b)(2)(A) and 5450(b)(2&3)(C).
Nukkleus corrects prior 8-K; confirms SPAC advisory costs were correctly expensed, no restatement
Filed 8-K/A to change filing item from 4.02 to 8.01; no non-reliance on prior financials.
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.
On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately
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.
On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately
On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately
the Board increased the size of the Board from six to seven and appointed David Rokach and Menachem Shalom as directors to fill such vacancies.
Pursuant to the Settlement Agreement, Mr. Khurshid advised the Company that he was resigning as Chief Executive Officer and as a director of the Company effective September 4, 2024.
Pursuant to the Settlement Agreement, Mr. Khurshid advised the Company that he was resigning as Chief Executive Officer and as a director of the Company effective September 4, 2024.
the Board increased the size of the Board from six to seven and appointed David Rokach and Menachem Shalom as directors to fill such vacancies.
Mr. Shalom was also appointed as Chief Executive Officer of the Company.
Jamal (Jamie) Khurshid, the Chief Operating Officer and a director of the Company, was appointed as Chief Executive Officer effective July 24, 2024.
On July 24, 2024, Emil Assentato resigned as Chief Executive Officer and from the Board of Directors of Nukkleus Inc. (the “Company”), effective immediately.
Max materiality 0.85 · Median 0.62 · Most common event other_material