T3 Defense INC. 8-K Filing

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share DFNS The Nasdaq
• $92.00 — sable for one Share of Common Stock for $92.00 per share DFNSW The Nasdaq Stock Ma
• $16,000,000 — he termination of its obligation to pay $16,000,000 to its wholly-owned subsidiary Star 26

Filing Documents

• ea0284541-8k_t3defense.htm (8-K) — 43KB
• ea028454101ex10-50.htm (EX-10.50) — 9KB
• 0001213900-26-039725.txt ( ) — 263KB
• dfns-20260331.xsd (EX-101.SCH) — 4KB
• dfns-20260331_def.xml (EX-101.DEF) — 26KB
• dfns-20260331_lab.xml (EX-101.LAB) — 36KB
• dfns-20260331_pre.xml (EX-101.PRE) — 25KB
• ea0284541-8k_t3defense_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 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 effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders. Pursuant to the terms of the Cancellation Agreement, the entire $16,000,000 obligation to Star 26, including principal, accrued interest and any other amounts owing with respect thereto, were cancelled, terminated and rendered of no further force or effect, effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders and while maintaining full ownership of Star 26 and all of its assets. Strategic Rationale and Background The $16,000,000 obligation (the "Indebtedness") was originally structured in contemplation of T3's acquisition of 51% of the share capital of Star 26, at which time Star 26 was expected to continue operating as a standalone entity requiring independent financial support. Following the parties' agreement to restructure the transaction as a full acquisition as fully contemplated in the Acquisition Agreement, T3 assumed complete (100%) ownership of, and full operational and financial responsibility for, Star 26 and all of its assets. As Star 26 became a wholly-owned subsidiary of the Company, the original commercial rationale for the Indebtedness—namely, to provide standalone financia

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