DFNS 424B3: Shelf registration

T3 Defense Inc.

Filed with the SEC on · accession 0001185185-26-004948

DFNS filed a 424B3 (prospectus (offering)) with the SEC on Oct 23, 2026. The final terms of an offering of shares or bonds. The stock moved -18.6% by the first close after the filing.

Summary of the filing

T3 Defense Inc. filed a 424B3 prospectus covering the potential resale of up to 10,000,000 shares of common stock by Esousa Group Holdings, LLC under a committed equity financing (standby equity purchase) agreement allowing the company to sell up to $250 million of stock at its discretion.

Key details

Maximum aggregate purchase amount under the common stock purchase agreement$250.0M
Shares of common stock registered for resale by the selling stockholder$10.0M
Purchase shares already sold to the selling stockholder and assignees$361K
Closing price of common stock on October 1, 2026$7
IssuerT3 Defense Inc.
Selling stockholder / standby equity providerEsousa Group Holdings, LLC

How DFNS stock reacted

Close before

$5.05

Oct 22, 2026

First close after

-18.61%

$4.11

5 trading days

-27.52%

$3.66

Since filing

-60.20%

$2.01

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Frequently asked questions

What did DFNS file with the SEC on Oct 23, 2026?

DFNS filed a 424B3 (Shelf registration). T3 Defense Inc. filed a 424B3 prospectus covering the potential resale of up to 10,000,000 shares of common stock by Esousa Group Holdings, LLC under a committed equity financing (standby equity purchase) agreement allowing the company to sell up to $250 million of stock at its discretion.

What does a shelf registration mean for DFNS stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did DFNS stock react to this filing?

DFNS closed at $5.05 before the filing and $4.11 on Oct 23, 2026 (-18.61%). Five trading days later: $3.66 (-27.52%).

Other DFNS SEC filings

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