Current Report · Items 1.02, 8.01, 9.01 · 8-K
T3 Defense Inc.
DFNSNASDAQEQUITYCurrent
Termination of a Material Definitive Agreement · Other Events
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”).…
Filed Aug 31, 2026Accepted Aug 31, 2026, 5:25 PM EDTCIK 1787518Accession 0001185185-26-003774
Company context
The Company was formed on May 24, 2019 under the name Brilliant Acquisition Corporation for the purpose of engaging in a business combination. On June 23, 2023, Brilliant Acquisition Corporation, a British Virgin Islands company (prior to the Merger (as defined below) “Brilliant”, and following the Merger, a Delaware corporation “Nukkleus”), entered into an Amended and Restated Agreement and Plan of Merger (as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger on November 1, 2023, the “Merger Agreement”), by and among Brilliant BRIL Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Brilliant (“Merger Sub”), and Nukkleus Inc., a Delaware corporation (“Old Nukk”). Old Nukk (f/k/a Compliance & Risk Management Solutions Inc.) was formed on July 29, 2013 in the State of Delaware as a for-profit Company and established a fiscal year end of September 30. The Merger Agreement provided that, among other things, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Old Nukk (the “Merger”), with Old Nukk surviving as a wholly-owned subsidiary of Brilliant. In connection with the Merger, Brilliant changed its name to “Nukkleus Inc.” (“Nukkleus” or “Combined Company”). The Merger and other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” In connection with the Business Combination, Brilliant changed its name to “Nukkleus
Current securities
Historical securities (7)
Disclosure sections
Items 1.02, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.02Item 1.02 - Termination of Material Agreement
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 8.01Item 8.01 - Other Events
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.