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FORM
CURRENT REPORT
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Item 1.02 Termination of Material Definitive Agreement.
On August 28, 2026, T3 Defense Inc. (the “Company”) executed and delivered the Cancellation Agreement with Project 35 Ltd. (“Project 35”) and X S.A. Security and Defense Ltd. (the “Seller”). Pursuant to the terms of Cancellation Agreement, the 60% equity interest acquired by the Company in Project 35 was returned to the Seller and the 168,479 shares of common stock of the Company (the “Shares”) and the issuance of a $1,250,000 note bearing interest at the rate of 12% maturing July 5, 2027 (the “Note”) were returned by the Seller to the Company. The acquisition was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 9, 2026.
As a result of the transaction contemplated by the Cancellation Agreement, the parties have returned to their positions prior to the execution and delivery of the acquisition. The parties released each other from any and all liabilities and claims arising from the contemplated acquisition, including without limitation the obligation of the Company to fund Project 35. Accordingly, the Shares have been returned to being authorized but unissued shares of the Company and the Note has been cancelled in its entirety. Notwithstanding the termination of the acquisition, the parties are continuing to discuss a possible joint venture, purchases of the products of Project 35 or another type of transaction.
The above description of the Cancellation Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.52.
Item 8.01 Other Events.
As reported on the Form 10-Q for the quarter ended June 30, 2026 which was filed by the Company with the Securities and Exchange Commission on August 18, 2026, the Company had 1,663,806 shares issued and outstanding as of August 14, 2026. As a result of the aggregate issuance of 1,344,969 shares of common stock, including shares: (i) pursuant to the Registration Statement on Form S-8, (ii) issued from the conversion of outstanding Series B Convertible Preferred Shares, and (iii) issued from the exercise of Common and Pre-Funded warrants, the Company currently has 3,008,775 shares issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.52 | Cancellation Agreement is entered into as of August 28, 2026 among T3 Defense Inc., Project 35 Ltd. and X S.A. Security and Defense Ltd. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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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 31, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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