secwatch / observer

T3 Defense Inc. — fact timeline

Source-grounded facts extracted from T3 Defense Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

DFNS T3 Defense Inc. JSON

Roy Cohen was appointed as Chief Financial Officer at T3 Defense Inc..

“appointed Roy Cohen as the Chief Financial Officer, to serve at the discretion of the Board, until his successor is duly appointed and qualified, with such appointment being effective as of June 1, 2026.”
Listing & Compliance Notices

T3 Defense Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“May 5, 2026, T3 Defense Inc., a Delaware corporation (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market, LLC ("Nasdaq") that it is not in compliance with the minimum bid requirements se”
Equity Issuances

T3 Defense Inc. issued 4,174,399 shares of common stock to Menachem Shalom for cancellation of $2,138,962 principal and accrued interest.

“On April 27, 2026, T3 Defense Inc. (the “Company”), and Menachem Shalom, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), executed and delivered the Note Exchange Agreement, pursuant to which the original principal amount of the notes issued to Mr. Shalom and accrued interest thereon in the amount of $2,138,962 was cancelled in its entirety in exchange for the issuance of 4,174,399 shares of common stock (the “Exchange Shares”).”
Earnings Releases

T3 Defense Inc. reported full-year 2026 results: revenue $26 million. Guidance reaffirmed.

“Reafirms Full Year 2026 Revenue Guidance of $26 Million”
Earnings Releases

T3 Defense Inc. reported Q1 2026 results: revenue approximately $4.2 million. Guidance reaffirmed.

“T3 Defense Announces Unaudited Preliminary Key Financial and Operational Metrics for Q1 2026, Its First Reporting Quarter as a Defense-Focused Holding Company ● Expects Q1 2026 Revenue to be Approximately $4.2 Million”
M&A Transactions

T3 Defense Inc. completed a disposition involving BiomX Inc. for 1,300,000 shares of BiomX common stock; and a non-convertible promissory note in the principal amount of $1,250,000 (closed 2026-04-10).

“with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top Israel’s preeminent defense prime contractors. As consideration for the Zorronet shares, BiomX issued to Water IO: (i) 1,300,000 shares of BiomX common stock; and (ii) a non-convertible promissory note in the principal amount of $1,250,000, bearing interest at the short-term applicable federal rate,”
Material Agreements

T3 Defense Inc. terminated Cancellation Agreement with Star 26 Capital, Inc. valued at $16,000,000 (effective 2026-03-31).

“On March 31, 2026, T3 Defense, Inc., a Delaware corporation (the “Company” or “T3”), memorialized the termination of its obligation to pay $16,000,000 to its wholly-owned subsidiary Star 26 Capital, Inc., a Nevada corporation (“Star 26”). Pursuant to the Cancellation Agreement, (the “Cancellation Agreement”), while all terms and provisions of the Amended and Restated Securities Purchase Agreement, dated September 15, 2025 (the “Acquisition Agreement”) remain in full force and effect, and the Company's ownership of Star 26, including all assets, operations, and subsidiaries, is unaffected , the Company eliminated $16,000,000 of indebtedness, effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders.”
Equity Issuances

T3 Defense Inc. issued one and a half common stock purchase warrants to initially purchase up to one and a half shares of common stock of warrant to the Purchaser.

“Each unit consists of (i) one share (each a “Share” and collectively, the “Shares”) of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and (ii) one and a half common stock purchase warrants to initially purchase up to one and a half shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, subject to adjustment as described herein (the “Common Warrants” and the shares of Common Stock issuable upon exercise or exchange of the Common Warrants, the “Warrant Shares”).”
Equity Issuances

T3 Defense Inc. issued 400 units of preferred stock to an accredited investor for $20,000,000 aggregate.

“On February 24, 2026, T3 Defense Inc. (the “Company”) entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor (the “Purchaser”) agreed to purchase from the Company 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000.”
Material Agreements

T3 Defense Inc. entered into Securities Purchase Agreement with an accredited investor valued at $20,000,000 (effective 2026-02-24).

“On February 24, 2026, T3 Defense Inc. (the "Company") entered into a Securities Purchase Agreement with an accredited investor (the "Securities Purchase Agreement") for a private placement (the "Private Placement") pursuant to which the investor (the "Purchaser") agreed to purchase from the Company 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000.”
M&A Transactions

T3 Defense Inc. completed an acquisition involving Gera Eron (closed 2026-02-16).

“On February 16, 2026, T3 Defense Inc., a Delaware corporation (the “Company”), acquired 51% of the outstanding equity capital of I.T.S. Industrial Tecno-logic Solutions Ltd. (“ITS”) on a fully diluted basis.”
Governance Changes

T3 Defense Inc.: Name change to T3 Defense Inc. via certificate of correction to amendment of Amended and Restated Certificate of Incorporation (effective 2026-02-09).

“Effective February 9, 2026, Nukkleus Inc. (the “Company”) changed its name by the filing of a certificate of correction to the Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company to “T3 Defense Inc.””
Equity Issuances

T3 Defense Inc. issued common stock to accredited investors.

“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.”
M&A Transactions

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).

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

T3 Defense Inc. engaged Somekh Chaikin as its auditor.

“Effective as of January 14, 2026, the Company engaged Somekh Chaikin, a member firm of KPMG International (“Somekh Chaikin”), as the Company’s independent external auditors for the year ending December 31, 2025.”
Auditor Changes

T3 Defense Inc. dismissed GreenGrowth CPAs as its auditor.

“Effective as of January 14, 2026, Nukkleus Inc., a Delaware corporation (the “Company”), dismissed GreenGrowth CPAs (“GreenGrowth”) as the independent registered public accounting firm engaged to audit the Company’s financial statements.”
M&A Transactions

T3 Defense Inc. completed an acquisition involving Star 26 Capital, Inc. for shares of Common Stock, the Warrant, the Six-Month Note and Three-Month Note (closed 2026-01-12).

“On January 12, 2026, Nukkleus Inc., a Delaware corporation (the “Company”), completed its acquisition of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc., a Nevada corporation (“Star 26”), pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement and Call Option, dated September 15, 2025 (the “Purchase Agreement”), by and among the Company, Star 26, the shareholders of Star 26 (the “Sellers”), and Menachem Shalom, as representative of the Sellers.”
Equity Issuances

T3 Defense Inc. issued 2,000,000 shares of common stock to escrow agent.

“The Company issued 2,000,000 shares of Common Stock to the escrow agent (the “Escrowed Shares”).”
M&A Transactions

T3 Defense Inc. completed an acquisition involving Arie Shafir for NIS 47,600,000 (approximately $14,000,000) (closed 2025-12-30).

“On December 30, 2025, the Company and Nukk Picolo consummated the acquisition of all the issued and outstanding stock of Tiltan in consideration of NIS 47,600,000 (approximately $14,000,000).”
Equity Issuances

T3 Defense Inc. issued up to the lesser of (i) $250,000,000 of Common Shares and (ii) the Exchange Cap of common stock to Esousa Group Holdings, LLC for purchase price equal to 97.5% of the lower of daily VWAP or closing sale price.

“forth in the ELOC Purchase Agreement. The Common Shares purchased pursuant ELOC Purchase Agreement will be purchased from time to time at a price equal to a discounted price of 97.5% of the lower of: (i) the lowest daily VWAP of any trading day during the three trading days preceding the date on which the Company submits a draw down notice and (ii) the”
Listing & Compliance Notices

T3 Defense Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)(3)(A), 5810(c)(3)(C)).

“August 28, 2025, Nukkleus Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon its review of the Company’s market value of listed securities (“MVLS”) for the last 30 consecutive business days from July 10, 2025 to August 27, 2025, the Company no longer meets Nasdaq Listing Rule 5450(b)(2)(A), which requires companies listed on the Nasdaq Global Market to maintain a minimum MVLS of $50,000,000. The Notice further stated that the Company also does not meet the requirements”
Governance Changes

T3 Defense Inc.: Changed fiscal year end from September 30 to December 31, effective for fiscal year beginning January 1, 2024 (effective 2024-01-01).

“On February 14, 2025, the Board of Directors of Nukkleus Inc. (the "Company") approved a change in the Company's fiscal year end from September 30 to December 31, effective for the fiscal year beginning January 1, 2024.”
Auditor Changes

T3 Defense Inc. reported that prior financial statements should not be relied upon.

“0, 2024 (the “Prior Quarterly Filings”), should no longer be relied upon due to errors identified in the financial statements.”
Governance Changes

T3 Defense Inc.: Amended Article I, Section 1.6 of the bylaws to decrease the quorum requirement for stockholder meetings from a majority to one-third of the voting power (effective 2024-11-08).

“On November 8, 2024, the Board of the Company approved an amendment to the Company's Bylaws to decrease the quorum requirement for stockholder meetings from a majority to one-third of the voting power.”

Aviya Volodarsky was appointed as Director at T3 Defense Inc..

“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.”

Tomer Nagar was appointed as Director at T3 Defense Inc..

“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.”

Nicholas Gregory resigned as Director at T3 Defense Inc..

“On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately”

Brian Shwieger resigned as Director at T3 Defense Inc..

“On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately”

Daniel Marcus resigned as Director at T3 Defense Inc..

“On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately”
Governance Changes

T3 Defense Inc.: Reverse stock split at a ratio of one-for-eight and increase in authorized shares from 40,000,000 to 150,000,000 (effective 2024-10-24).

“On October 11, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State as corrected on October 16, 2024 to effect the Reverse Stock Split (the “Reverse Certificate of Amendment”), which will become effective 12:01 am eastern time on October 24, 2024.”

David Rokach was appointed as director at T3 Defense Inc..

“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.”

Menachem Shalom was appointed as director at T3 Defense Inc..

“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.”

Menachem Shalom was appointed as Chief Executive Officer at T3 Defense Inc..

“Mr. Shalom was also appointed as Chief Executive Officer of the Company.”

Jamal Khurshid resigned as director at T3 Defense Inc..

“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.”

Jamal Khurshid resigned as Chief Executive Officer at T3 Defense Inc..

“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.”

Jamal (Jamie) Khurshid was appointed as Chief Executive Officer at T3 Defense Inc..

“Jamal (Jamie) Khurshid, the Chief Operating Officer and a director of the Company, was appointed as Chief Executive Officer effective July 24, 2024.”

Emil Assentato resigned as Chief Executive Officer at T3 Defense Inc..

“On July 24, 2024, Emil Assentato resigned as Chief Executive Officer and from the Board of Directors of Nukkleus Inc. (the “Company”), effective immediately.”

Anastasiia Kotaieva was appointed as Independent Director at T3 Defense Inc..

“the Company agreed to appoint Reuven Yeganeh and Anastasiia Kotaieva within one day of the Effective Date, and Ora Soffer, or another qualified director, following the filing of the Form 10-K, each of whom shall be considered independent directors of the Company. The appointment of Mr. Yeganeh and Ms. Kotaieva were effective as of June 13, 2024.”

Reuven Yeganeh was appointed as Independent Director at T3 Defense Inc..

“the Company agreed to appoint Reuven Yeganeh and Anastasiia Kotaieva within one day of the Effective Date, and Ora Soffer, or another qualified director, following the filing of the Form 10-K, each of whom shall be considered independent directors of the Company. The appointment of Mr. Yeganeh and Ms. Kotaieva were effective as of June 13, 2024.”

Brian Ferrier resigned as Director at T3 Defense Inc..

“On May 24, 2024, Derek Campbell and Brian Ferrier resigned from the Board of Directors of Nukkleus Inc. (the “Company”), effective immediately.”

Derek Campbell resigned as Director at T3 Defense Inc..

“On May 24, 2024, Derek Campbell and Brian Ferrier resigned from the Board of Directors of Nukkleus Inc. (the “Company”), effective immediately.”
Listing & Compliance Notices

T3 Defense Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“May 6, 2024, Nukkleus Inc. (the “Company”) received notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 35 consecutive business days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Rule”). Nasdaq’s notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. The notice indicates that the Company will h”

Emil Assentato was appointed as interim Chief Financial Officer at T3 Defense Inc..

“On February 12, 2024, Emil Assentato was appointed, effective February 12, 2024, to serve as interim Chief Financial Officer of the Company.”

Tony Porcheron resigned as Chief Financial Officer at T3 Defense Inc..

“On February 9, 2024, Tony Porcheron resigned as Chief Financial Officer of Nukkleus Inc. (the “Company”) without cause, effective immediately.”

Derek Campbell was appointed as Director at T3 Defense Inc..

“expanded the Board from six members to seven members and appointed Colonel Derek Campbell to the Board, effective immediately.”
M&A Transactions

T3 Defense Inc. completed an acquisition involving Old Nukk for 10,500,000 shares of Brilliant Common Stock (closed 2023-12-22).

“outstanding shares of common stock, par value $0.0001 per share, of Old Nukk (“Old Nukk Common Stock”) were cancelled in exchange for the right to receive a pro-rata portion of 10,500,000 shares of common stock of Brilliant (“Brilliant Common Stock”). Each outstanding option to purchase shares of Old Nukk Common Stock (whether vested or unvested) was assumed”
Material Agreements

T3 Defense Inc. entered into Registration Rights Agreement with Brilliant, Nukkleus and the other parties thereto.

“Nukkleus entered into a registration rights agreement (the “ Registration Rights Agreement ”), pursuant to which, Brilliant, Nukkleus and the other parties thereto agreed to, among other things, file a resale shelf registration statement”
Material Agreements

T3 Defense Inc. entered into Lock-Up Agreement with Sponsor, certain stockholders of Brilliant and certain former equity holders of Old Nukk.

“In connection with the Closing, the Sponsor, certain stockholders of Brilliant and certain former equity holders of Old Nukk (each, a “ Lock-up Holder ”) entered into an agreement (the “ Lock-Up Agreement ”)”
Shareholder Votes

T3 Defense Inc. shareholders approved Proposal 6 – The Brilliant Nasdaq Proposal - Approve issuance of >20% common stock and change of control at the 2023-12-13 meeting.

“Proposal 6 – The Brilliant Nasdaq Proposal”
Shareholder Votes

T3 Defense Inc. shareholders approved Proposal 5 – The Brilliant Incentive Plan Proposal - Approve Nukkleus, Inc. 2023 Equity Incentive Plan at the 2023-12-13 meeting.

“Proposal 5 – The Brilliant Incentive Plan Proposal”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.