T3 Defense Inc.
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 9, 2026
DFNS$2.20+12.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
The following exhibits are filed with this registration statement:
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | Exhibits | Filing Date |
| 2.1# | Amended and Restated Agreement and Plan of Merger dated as of June 23, 2023, by and among Nukkleus and Brilliant. | Form 8-K | 2.1 | June 26, 2023 |
| 2.2# | First Amendment to Amended and Restated Agreement and Plan of Merger dated as of November 1, 2023, by and among Nukkleus and Brilliant. | Form 8-K | 2.2 | November 2, 2023 |
| 3.1 | Amended and Restated Certificate of Incorporation of Nukkleus Inc. (f/k/a Brilliant Acquisition Corp.) | Form 8-K | 3.2 | January 2, 2024 |
| 3.2 | Bylaws of Nukkleus Inc. | Form 8-K | 3.3 | January 2, 2024 |
| 3.3 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated October 11, 2024 | Form 8-K | 3.1 | October 18, 2024 |
| 3.4 | Certificate of Correction to the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated October 16, 2024 | Form 8-K | 3.2 | October 18, 2024 |
| 3.5 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated October 18, 2024 | Form 8-K | 3.3 | October 18, 2024 |
| 3.6 | Amended and Restated Bylaws | Form 8-K | 3.1 | November 12, 2024 |
| 3.7 | Certificate of Designation, Rights, Preferences and Limitations of Series A Convertible Preferred Stock | Form 8-K | 3.1 | September 5, 2025 |
| 3.8.1 | Certificate of Correction | Form 8-K | 3.8.1 | February 9, 2026 |
| 3.8.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | Form 8-K | 3.8.2 | February 9, 2026 |
| 3.8.3 | Certificate of Designation, Rights, Preferences and Limitations of Series B Convertible Preferred Stock | Form 8-K | 3.1 | February 25, 2025 |
| 4.1 | Senior Unsecured Promissory Note dated June 11, 2024 issued to X Group Fund of Funds | Form 8-K | 3.1 | June 17, 2024 |
| 4.2 | Common Stock Purchase Warrant issued to X Group Fund of Funds | Form 8-K | 4.2 | June 17, 2024 |
| 4.3 | Senior Unsecured Promissory Note dated August 1, 2024 issued to East Asia Technology Investments Limited | Form 8-K | 4.1 | August 5, 2024 |
| 4.4 | Common Stock Purchase Warrant issued to East Asia Technology Investments Limited | Form 8-K | 4.2 | August 5, 2024 |
| 4.5 | Form of Senior Unsecured Promissory Note dated September 10, 2024 issued to X Group Fund of Funds | Form 8-K | 4.1 | September 12, 2024 |
| 4.6 | Form of Warrant – December 2024 | Form 8-K | 4.1 | December 20, 2024 |
| 4.7 | Form of Pre-Funded Common Stock Purchase Warrant – December 2024 | Form 8-K | 4.2 | December 20, 2024 |
| 4.9 | Warrant issued as of August 28, 2025 | Form 8-K | 4.1 | August 29, 2025 |
| 4.10 | Warrant issued as of August 28, 2025 | Form 8-K | 4.2 | August 29, 2025 |
| 4.11 | Form of Warrant | Form 8-K | 4.1 | September 5, 2025 |
| 4.12 | Form of Pre-Funded Common Stock Purchase Warrant | Form 8-K | 4.2 | September 5, 2025 |
| 4.13 | Secured Promissory Note, dated December 30, 2025, issued by Nukkleus Inc. in favor of Arie Shafir | Form 8-K | 4.1 | December 30, 2025 |
| 4.14 | Form of Warrant to Purchase Common Stock (Star 26) | Form 8-K | 4.13 | January 13, 2026 |
| 4.15 | Investment Note, dated January 12, 2026, issued by Nukkleus Inc. to Star 26 Capital Inc. | Form 8-K | 4.14 | January 13, 2026 |
| 4.16 | Form of Three-Month Promissory Note (Star 26) | Form 8-K | 4.15 | January 13, 2026 |
| 4.17 | Form of Six-Month Promissory Note (Star 26) | Form 8-K | 4.16 | January 13, 2026 |
| 4.18 | Convertible Note, dated January 15, 2026 | Form 8-K | 4.17 | January 16, 2026 |
| 10.2 | Form of Registration Rights Agreement by and among Nukkleus, Brilliant and certain stockholders. | Form 8-K | 10.3 | June 26, 2023 |
| 10.3 | Form of Lock-Up Agreement by and among Nukkleus, Brilliant and certain stockholders. | Form 8-K | 10.2 | June 26, 2023 |
| 10.4 | General Service Agreement between Nukkleus Limited and FML Malta Limited dated May 24, 2016 | Form 10-K | 10.4 | July 12, 2024 |
| 10.5 | General Service Agreement between Nukkleus Limited and FXDirectDealer LLC dated May 24, 2016 | Form 10-K | 10.5 | July 12, 2024 |
| 10.6 | Amendment No. 1 dated June 3, 2016 to the General Service Agreement between Nukkleus Limited and FXDD Trading Limited | Form 10-K | 10.6 | July 12, 2024 |
| 10.7 | Amendment dated October 17, 2017 of that certain General Service Agreement between Nukkleus Limited and FML Malta Limited | Form 10-K | 10.7 | July 12, 2024 |
| 10.8 | Letter Agreement entered between FML Malta Ltd., FXDD Malta Limited and Nukkleus Limited | Form 10-K | 10.8 | July 12, 2024 |
| 10.9 | Settlement Agreement and Stipulation dated May 28, 2024 by and between Nukkleus Inc. and Silverback Capital Corporation | Form 8-K | 10.1 | June 4, 2024 |
| 10.10 | Restructuring Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds | Form 8-K | 10.1 | June 17, 2024 |
| 10.11 | Voting Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds | Form 8-K | 10.2 | June 17, 2024 |
| 10.12 | Release Agreement between Nukkleus Inc., Triton Capital Markets Ltd. and FXDirectDealer LLC dated September 30, 2024 | Form 8-K | 10.1 | October 4, 2024 |
| 10.13 | Form of Exit and Settlement Agreement dated November 8, 2024 | Form 8-K | 10.1 | November 12, 2024 |
| 10.14 | Securities Purchase Agreement dated November 8, 2024 | Form 8-K | 10.2 | November 12, 2024 |
| 10.15 | Conversion Agreement entered with X Group Fund of Funds dated November 8, 2024 | Form 8-K | 10.3 | November 12, 2024 |
| 10.16 | Settlement Agreement and Release among Nukkleus Inc., Jamal Khurshid and Match Financial Limited dated November 8, 2024 | Form 8-K | 10.4 | November 12, 2024 |
| 10.17 | Letter Agreement between Nukkleus Inc. and X Group Fund of Funds dated November 14, 2024 | Form 8-K | 10.1 | November 15, 2024 |
| 10.18 | Securities Purchase Agreement dated November 19, 2024 | Form 8-K | 10.1 | November 22, 2024 |
| 10.19 | Standby Equity Distribution Agreement dated December 3, 2024 between Nukkleus Inc. and YA II PN, Ltd. | Form 8-K | 10.1 | December 6, 2024 |
| 10.20 | Form of Convertible Promissory Notes issued to YA II PN, Ltd. | Form 8-K | 10.2 | December 6, 2024 |
| 10.21 | Registration Rights Agreement dated December 3, 2024 between Nukkleus Inc. and YA II PN, Ltd. | Form 8-K | 10.3 | December 6, 2024 |
| 10.22# | Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative of such shareholders, dated December 15, 2024 | Form 8-K | 10.1 | December 17, 2024 |
| 10.23# | Form of Securities Purchase Agreement dated December 18, 2024 between Nukkleus Inc. and the purchasers identified therein | Form 8-K | 10.1 | December 20, 2024 |
| 10.24 | Form of Registration Rights Agreement – December 2024 | Form 8-K | 10.2 | December 20, 2024 |
| 10.25 | Placement Agent Agency Agreement dated December 18, 2024 between Nukkleus Inc. and Dawson James Securities Inc. | Form 8-K | 10.3 | December 20, 2024 |
| 10.26 | Termination Agreement entered between Nukkleus Inc. and YA II PN Ltd dated December 19, 2024 | Form 8-K | 10.4 | December 20, 2024 |
| 10.27 | Amendment No. 1 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative of such shareholders, dated February 11, 2025 | Form 8-K | 10.2 | February 14, 2025 |
| 10.29 | Amendment No. 2 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative of such shareholders, dated May 13, 2025 | Form 8-K | 10.1 | May 14, 2025 |
| 10.30 | Promissory Note issued by Star 26 Capital Inc. dated May 13, 2025 | Form 8-K | 10.2 | May 14, 2025 |
| 10.31 | Amendment No. 3 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative of such shareholders, dated June 15, 2025 | Form S-1 | 10.31 | June 18,2025 |
| 10.32 | Amendment No. 4 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative of such shareholders, dated July 25, 2025 | Form 8-K | 10.1 | July 25, 2025 |
| 10.33 | Mutual Release Agreement dated June 19, 2025 between Nukkleus Inc., East Asia Technology Investments Ltd. and PALM Global Technologies Limited | Form S-1/A | 10.33 | July 29, 2025 |
| 10.34 | Warrant Agreement dated July 30, 2025 issued by Synthetic Darwin LLC to Nukkleus Inc. | Form 8-K | 10.1 | July 31, 2025 |
| 10.35 | Exclusive Distribution Agreement dated August 20, 2025, between Nukkleus Inc. and Blade Ranger Ltd. | Form 8-K | 10.1 | August 25, 2025 |
| 10.36 | Joint Venture Agreement dated August 28, 2025, between Nukkleus Inc. and Mandragola Aviation Ltd. | Form 8-K | 10.1 | August 29, 2025 |
| 10.37 | Stock Purchase Agreement dated September 1, 2025, by and among Nukkleus Inc., Nukk Picolo Ltd., Tiltan Software Engineering Ltd., and Arie Shafir. | Form 8-K | 10.1 | September 2, 2025 |
| 10.38# | Form of Securities Purchase Agreement dated September 4, 2025, between Nukkleus Inc. and the purchasers identified therein | Form 8-K | 10.1 | September 5, 2025 |
| 10.39 | Form of Registration Rights Agreement, dated September 4, 2025, between Nukkleus Inc. and the signatories identified therein | Form 8-K | 10.2 | September 5, 2025 |
| 10.40 | Placement Agent Agency Agreement dated September 4, 2025 between Nukkleus Inc. and Dawson James Securities Inc. | Form 8-K | 10.3 | September 5, 2025 |
| 10.41 | Amended and Restated Securities Purchase Agreement and Call Option dated as of September 15, 2025 by and among Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and Menachem Shalom, the representative of such shareholders | Form 8-K | 10.1 | September 16, 2025 |
| 10.42 | Common Stock Purchase Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC | Form 8-K | 10.1 | September 19, 2025 |
| 10.43 | Registration Rights Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC | Form 8-K | 10.2 | September 19, 2025 |
| 10.44 | Amendment to Stock Purchase Agreement, dated December 30, 2025, by and among Nukkleus Inc., Nukk Picolo Ltd., Tiltan Software Engineering Ltd., and Arie Shafir | Form 8-K | 10.1 | December 30, 2025 |
| 10.45 | Pledge Agreement, dated December 30, 2025, by and between Nukk Picolo Ltd. and Arie Shafir | Form 8-K | 10.2 | December 30, 2025 |
| 10.46 | Escrow Agreement, dated December 30, 2025, by and among Nukkleus Inc., Arie Shafir and Adv. Lior Hinkus, as escrow agent. | Form 8-K | 10.3 | December 30, 2025 |
| 10.47 | Assignment from Star 26 Capital, Inc. to each of the shareholders, dated January 12, 2026 | Form 8-K | 10.44 | January 13, 2026 |
| 10.48 | Stock Purchase Agreement dated January 15, 2026 between Nukkleus Inc. and Elad Defense LLC | Form 8-K | 10.45 | January 16, 2026 |
| 10.49 | Translation of the Agreement dated June 8, 2025 by and among Star Twenty Six Ltd., I.T.S. Industrial Techno-logic Solutions Ltd. and Gera Eron | Form 8-K | 10.50 | February 17, 2026 |
| 10.50 | Cancellation Agreement dated March 31, 2026 by and between T3 Defense Inc. and Star 26 Capital, Inc. | Form 8-K | 10.50 | April 3, 2026 |
| 10.51+* | Nukkleus Inc. 2025 Equity Incentive Plan | Form S-8 | 10.1 | November 25, 2025 |
| 21.1 | List of Subsidiaries | Form S-1 | February 11, 2026 | |
| 23.1 | Consent of Green Growth CPA | |||
| 23.2 | Consent of KPMG Somekh Chaikin | |||
| 31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2 | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 32.2 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 97.1 | Policy for the Recovery of Erroneously Awarded Compensation adopted April 8, 2025 | Form 10-K/A | 97.1 | April 14, 2025 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||
| * | Indicates management contract or compensatory plan or arrangement. |
|---|---|
| # | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
(b) Financial Statement Schedules
See the Index to Financial Statements included on page F-1 for a list of the financial statements included in this annual report.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.