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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 20, 2026, T3 Defense Inc., a Delaware corporation (the “Company”) received a notice (the “Notification Letter”) from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market, LLC ("Nasdaq") notifying the Company that it is not in compliance with the minimum stockholders' equity requirement set forth in Nasdaq Listing Rule 5450(b)(1)(A) for continued listing on The Nasdaq Global Market, and, as of the date of the Notification Letter, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations (together with the stockholders’ equity requirement, the “Listing Rule”). Nasdaq Listing Rule 5450(b)(1)(A) requires listed securities to maintain a minimum stockholders' equity of $10,000,000. Based on the stockholders' equity reported in the Form 10-Q for the period ended June 30, 2026, the Company no longer meets the minimum stockholders' equity requirement.
Management believes that the reduction in stockholders' equity of $42,523,000 as of March 31, 2026 to negative $19,659,000 as of June 30, 2026 is a result of the outstanding warrants associated with the $10 million February 2026 private placement.
The entire placement proceeds were allocated to the Common Warrants liability. Accordingly, for the six and three months ended June 30, 2026, the Company recognized a loss from the change in fair value of the Common Warrant liability of approximately $98,958 thousand and $80,884 thousand, respectively, representing the increase in fair value from approximately $25,429 thousand at initial recognition to approximately $124,387 thousand as of June 30, 2026 and $43,503 thousand as of March 31, 2026.
The Notification Letter provides that the Company has 45 calendar days, or until October 5, 2026, to submit a plan to regain compliance. If the plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the Notification Letter to evidence compliance. If Nasdaq does not accept the plan, the Company may appeal the decision to a hearings panel.
The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market and, at this time, the common stock will continue to trade on The Nasdaq Global Market under the symbol “DFNS.” The Company intends to timely submit a plan to regain compliance. The Company is currently evaluating its options for regaining compliance. There can be no assurance that the Staff will accept the Company’s plan to regain compliance with the Listing Rule or, if accepted, that the Company will evidence compliance with the Listing Rule during any extension period that the Staff may grant. If the Staff does not accept the Company’s plan or if the Company is unable to regain compliance within any extension period granted by the Staff, the Staff would be required to issue a delisting determination. The Company would at that time be entitled to request a hearing before a Nasdaq Hearings Panel to present its plan to regain compliance and to request a further extension period to regain compliance. The request for a hearing would stay any delisting action by the Staff.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T3 DEFENSE INC. | ||
| Date: August 20, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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