Termination of a Material Definitive Agreement · Regulation FD Disclosure
Item 1.02. Termination of a Material Definitive Agreement. As previously disclosed, on September 23, 2025, First Breach Inc. (the “Company”) entered into that certain Joint Venture Agreement, as amended on March 11, 2026 (as amended, the “JV Agreement”), by and between the Company and ideaForge Technology Inc., a Texas corporation (“ideaForge”), pursuant to which the Company and ideaForge agreed t…
Filed Oct 28, 2026Accepted Oct 28, 2026, 5:26 PM EDTCIK 1892704Accession 0001493152-26-049110
We are an integrated manufacturer of high-quality ammunition and ammunition components, serving commercial, law enforcement, and military markets. With in-house production capabilities, we are able to maintain tight control over our supply chain and quality assurance from raw material processing to final product assembly. We operate in a state-of-the-art facility that includes an on-site lead smelting operation, allowing us to ensure the consistency, purity, and availability of one of the most critical raw materials in ammunition manufacturing, and brass cup and casing manufacturing from raw materials. We maintain relationships with multiple raw materials suppliers worldwide, including but not limited to ABCO Metals, Gemciler Guven Metal, and Mittal Metals, to ensure a consistent inflow in the materials needed to manufacture product and avoid potential global supply issues. Our in-house wearable tooling department further enhances production efficiency and quality by designing and fabricating precision tools tailored to our manufacturing processes. Through stringent quality control, high-tech machinery, and deep industry expertise, we have established a strong reputation among shooting sports enthusiasts, tactical professionals, and OEM clients. We distribute our products primarily through distributor channels, but we also sell smaller quantities of product directly to consumers and small businesses. We take pride in our customer relationships and do not limit ourselves to on
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Item 1.02Item 1.02 - Termination of Material Agreement
Item
1.02. Termination of a Material Definitive Agreement.
As
previously disclosed, on September 23, 2025, First
Breach Inc. (the “Company”) entered into that certain Joint Venture Agreement, as amended on March 11, 2026 (as amended,
the “JV Agreement”), by and between the Company and ideaForge Technology Inc., a Texas corporation (“ideaForge”),
pursuant to which the Company and ideaForge agreed to enter into a joint venture to jointly undertake the business of licensing, sourcing,
designing, engineering, manufacturing and distributing unmanned aerial vehicles (“UAVs”) in the United States.
Pursuant to the JV Agreement, the
Company had agreed, subject to the closing of the joint venture, to make an initial capital contribution to the joint venture of up to
$25.0 million, including a first tranche of $10.0 million to be funded on December 31, 2026.
On October 26, 2026 (the “Effective
Date”), the Company and ideaForge entered into a Termination Agreement (the “Termination Agreement”) pursuant
to which the parties agreed to mutually terminate the JV Agreement immediately as of the Effective Date. As a result of the termination, the Company has no further obligation to make any capital contribution to the joint
venture, including the $10.0 million first tranche previously scheduled to be funded on December 31, 2026. Additionally, pursuant to the
Termination Agreement, each party released the other from all claims arising out of or relating to the JV Agreement. The Company did not
incur any early termination penalties in connection with the termination. Certain customary provisions of the JV Agreement survive termination,
including those relating to confidentiality, governing law and dispute resolution.
The
Company intends to continue the manufacture of unmanned
aerial systems in its own factory and advancing its unmanned aerial systems program with Hellbender, Inc. further to its previously
disclosed agreement with that company.
The
foregoing description of the JV Agreement and the Termination Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the JV Agreement and the Amending Agreement to the Joint Venture Agreement, previously filed
as Exhibits 10.3 and 10.5, respectively, to the Company’s Registration Statement on Form S-1 (File No. 333-295442)
filed with the U.S. Securities and Exchange Commission on May 27, 2026, and the Termination Agreement, filed as Exhibit 10.1 to this
Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure.
On
October 27, 2026, the Company issued a press release announcing the successful initial test flight of its Long Range Strike platform,
the second of the two proprietary drone platforms under development with Hellbender, Inc. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit
99.1
First
Breach Completes First Test Flight of Long Range Strike Drone
Larger
of the Company’s two Class 1 attritable platforms takes to the air, joining the Close Quarters Strike platform already in-flight
testing.
Long
Range Strike platform is designed for greater than 20 km range, ~ 1 kg payload, and fully non-Chinese sourcing of all key electronic
and power components, with production scaling targeted for Q2 2027
HAGERSTOWN,
MD / October 27, 2026 / First Breach Inc. (NASDAQ:FBDT) (“First Breach” or the “Company”), an American-made
defense technologies company focused on vertically integrated ammunition production and next-generation unmanned aerial systems, today
announced the successful initial test flight of its Long Range Strike (“LRS”) platform, the second of the two proprietary
drone platforms under development with Hellbender, Inc. Both the LRS and the Company’s Close Quarters Strike (“CQS”)
platform are now in active flight testing.
Close
Quarters Strike and Long Range Strike platforms
“Having
both platforms in flight testing is an important step in expanding our drone product portfolio,” said Jeffrey Low, Co-Founder and
Chief Executive Officer of First B…