T3 Defense Inc.

DEF 14A 1 ea0291802-def14a_t3defense.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the stockholders of T3 Defense Inc.:

We are pleased to invite you to attend the Special Meeting of Stockholders (the “Special Meeting”) of T3 Defense Inc., a Delaware corporation (the “Company,” “we” or “us”), which will be held at 10:00 a.m. eastern time on June 18, 2026, virtually at www.virtualshareholdermeeting.com/DFNS2026SM, for the following purposes:

After careful consideration, the Board unanimously determined that each of (i) the Warrant Shares Proposal; (ii) the Preferred Stock Conversion Issuance Proposal; (iii) the Reverse Split Proposal; and (iv) the Adjournment Proposal are in the best interests of the Company and its stockholders, and approved each of the aforementioned matters, and recommends that you vote “FOR” each of (i) the Warrant Shares Proposal; (ii) the Preferred Stock Conversion Issuance Proposal; (iii) the Reverse Split Proposal; and (iv) the Adjournment Proposal.

We do not expect to transact any other business at the Special Meeting. Only holders of record of shares of Common Stock and holders of record of shares of the Series B Preferred Stock at the close of business on May 21, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments thereof.

At the close of business on the Record Date, 60,270,525 shares of Common Stock and 200 shares of Series B Preferred Stock were outstanding. Each share of Common Stock represents one vote that may be voted on each matter that may come before the Special Meeting. Each holder of the Series B Preferred Stock is entitled to 10,000 votes per share of Series B Preferred Stock held.

Your vote is very important.

Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a change of control of a company may be deemed to occur for this purpose; however, The Nasdaq Stock Market (“Nasdaq”) suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding shares of common stock or voting power, and such ownership or voting power would represent the company’s largest concentration of ownership or voting power.

Pursuant to Nasdaq Rule 5635(d), Nasdaq listed companies are required to obtain stockholder approval for a transaction, other than a “public offering,” involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) which equals 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance at a price that is the lower of (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement.

The stockholders of the Company are being asked to approve the issuance of shares of Common Stock upon the exercise of the Warrants which are exercisable for an aggregate of 14,084,506 shares of Common Stock, subject to adjustment, at an exercise price of $2.13 per share, subject to adjustment, for a term of five years in accordance with the requirements of Nasdaq Listing Rules 5635(b) and 5635(d).

We are therefore seeking the approval of the issuance of shares of Common Stock upon the exercise of the Warrants by the Company’s stockholders by adopting a resolution as described in the accompanying proxy statement under “Proposal One: Warrant Shares Proposal.”

Proposal One requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at the Special Meeting.

On February 24, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a certain accredited investor, pursuant to which the investor 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, with each unit consisting of (i) one restricted share of Series B Preferred Stock and (ii) one and a half restricted Warrants to initially purchase up to 35,211 shares of Common Stock, subject to adjustment and exchange as described herein. Each share of Series B Preferred Stock has a stated value of $50,000 (the “Stated Value”) and is convertible into a number of shares of Common Stock (or pre-funded warrants in lieu thereof) equal to the Stated Value divided by the initial conversion price of $2.13 per share (the “Initial Conversion Price”). Assuming an Initial Conversion Price of $2.13 per share, each share of Series B Preferred Stock is convertible into 23,474 shares of Common Stock (or pre-funded warrants in lieu thereof). Upon the Company obtaining stockholder approval of the transactions contemplated by the Securities Purchase Agreement and the related agreements, the Initial Conversion Price will be adjusted from $2.13 per share to the lower of (i) $2.13 per share, (ii) the price per share upon the effectiveness of the initial registration statement required to be filed in connection with the February 2026 Private Placement, (iii) the price per share upon the Company obtaining such stockholder approval and (iv) the price per share upon applicability of Rule 144 as it relates to the sale of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock. The Initial Conversion Price is subject to further adjustment upon stock splits, distributions, reorganizations, reclassifications, change of control and the like, and is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while the Series B Preferred Stock remains outstanding (subject to certain exempt issuances). The holder of the Series B Preferred Stock is entitled to 10,000 votes per share of Series B Preferred Stock held.

The number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock could exceed 20% of the shares of the Common Stock or 20% of the voting power outstanding before the issuance of securities pursuant to the Securities Purchase Agreement (the “Preferred Exchange Cap”). Therefore, in order to comply with Nasdaq Rule 5635(d) and the terms of the Securities Purchase Agreement, we are seeking stockholder approval to issue shares above the Preferred Exchange Cap and to waive the “Preferred Exchange Cap” limitation in the Securities Purchase Agreement as described under “Proposal Two: Preferred Stock Conversion Issuance Proposal.”

Proposal Two requires the affirmative vote of a majority of the voting power present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at the Special Meeting.

Pursuant to Nasdaq Listing Rule 5550(a)(2), Nasdaq listed companies are required to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The closing bid price for the Common Stock has recently been below $1.00 per share and the Company has previously received a notification letter from Nasdaq that indicated that the Company was not in compliance with the Minimum Bid Price Requirement. We are therefore asking stockholders to approve the Reverse Split Proposal to assure that the Company can maintain compliance with the requirements for continued listing on Nasdaq, including the Minimum Bid Price Requirement, as described under “Proposal Three: Reverse Split Proposal.”

Proposal Three requires that more votes are cast in favor of the proposal than are cast against the proposal at the Special Meeting, provided that a quorum exists at such Special Meeting.

Proposal Four requires that more votes are cast in favor of the proposal than are cast against the proposal at the Special Meeting, whether or not a quorum exists at the Special Meeting.

If You Plan to Attend

The Special Meeting will be held virtually. To attend the meeting, please go towww.virtualshareholdermeeting.com/DFNS2026SM and enter the 16-digit control number found on your proxy card. If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Special Meeting, please have a legal proxy from your nominee authorizing you to vote your shares. You will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit questions prior to and during the meeting.

You will not be able to attend the Special Meeting in person.

By the Order of the Board of Directors

/s/ Menachem Shalom

Menachem Shalom

Chief Executive Officer

The proxy statement is dated May 26, 2026, and is first being made available to stockholders on or about May 27, 2026.

Dated: May 26, 2026

Whether or not you expect to attend, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

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SPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This proxy statement (the “Proxy Statement”) is being sent to the holders of shares of voting stock of T3 Defense Inc., a Delaware corporation (the “Company,” “we” or “us”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Special Meeting of Stockholders of the Company which will be held at 10:00 a.m. eastern time on June 18, 2026, virtually at www.virtualshareholdermeeting.com/DFNS2026SM (the “Special Meeting”).