News & Events

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers . On June 11, 2026, the Board of Directors (the “Board”) of T3 Defense Inc., a Delaware corporation (the “Company”), appointed Roy Cohen as the Chief Financial Officer, to serve at the discretion of the Board, until his successor is duly appointed and qualified, with such appointment being effective as of June 1, 2026. Mr. Cohen brings over 25 years of extensive financial leadership in globa…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 5, 2026, T3 Defense Inc., a Delaware corporation (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market, LLC ("Nasdaq") that it is not in compliance with the minimum bid requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum…

Termination of a Material Definitive Agreement. On April 27, 2026, T3 Defense Inc. (the “Company”), and Menachem Shalom, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), executed and delivered the Note Exchange Agreement, pursuant to which the original principal amount of the notes issued to Mr. Shalom and accrued interest thereon in the amount of $2,138,962 was cancelled in its entirety in exchange for the issuance of 4,174,399 shares of c…

The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Exchange Shares bear restrictive legends as required under the Securities Act.

Regulation FD Disclosure. On April 16, 2026, Water IO Ltd., a company traded on the Tel Aviv Stock Exchange which is majority owned by T3 Defense Inc. through its wholly-owned subsidiary Star 26 Capital Ltd. announced the execution of a non-binding letter of intent to lend $10,000,000 to Meteor Aerospace Ltd., an Israeli defense technology company specializing in the development and production of loitering munitions (“suicide drones”), unmanned aerial vehicles (UAVs), unmanned ground vehicles…

and in the attached Exhibit 99.1 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.

Completion of Acquisition or Disposition of Assets. On April 10, 2026, Water IO Ltd. (“Water IO”), an Israeli public company traded on the Tel Aviv Stock Exchange in which Star 26 Capital Inc. (“Star 26”), a wholly-owned subsidiary of T3 Defense Inc. (the “Company”), holds an approximately 67% equity interest, completed the sale of 100% of the issued and outstanding share capital of Zorro Net Ltd. (“Zorronet”), a wholly-owned subsidiary of Water IO, to BiomX Inc. (“BiomX”) (NYSE American: PHG…

Other Events. On March 31, 2026, SC II Acquisition Corp., a Cayman Islands exempted company (the “Company”), entered into a non-binding letter of intent (the “LOI”) with a payments technology company (the “Target”), which outlines the general terms and conditions of a potential business combination (the “Proposed Transaction”) pursuant to which the Company would acquire 100% of the outstanding equity and equity equivalents of the Target. The Company’s sponsor, SC Capital II Sponsor LLC, is co…

Entry into a Material Definitive Agreement. On March 31, 2026, T3 Defense, Inc., a Delaware corporation (the “Company” or “T3”), memorialized the termination of its obligation to pay $16,000,000 to its wholly-owned subsidiary Star 26 Capital, Inc., a Nevada corporation (“Star 26”). Pursuant to the Cancellation Agreement, (the “Cancellation Agreement”), while all terms and provisions of the Amended and Restated Securities Purchase Agreement, dated September 15, 2025 (the “Acquisition Agreement…

Other Events. On March 3, 2026, T3 Defense Inc., a Delaware corporation (the “Company”), obtained a copy of a summons and complaint filed in the Supreme Court of the State of New York dated February 24, 2026 by Kingswood Capital Partners, LLC against Star 26 Capital, Inc., Nukkleus, Inc. and the Company. The complaint alleges that a success fee is due for an earned investment banking success fee arising from a transaction. The Company denies all the allegations and intends to vigorously defen…

The foregoing securities were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. No general solicitation or advertising was used in connection with the offering. The securities are “restricted securities” as defined in Rule 144 under the Securities Act and will bear a restrictive legend.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 23, 2026, the Company received a letter of resignation from Ms. Aviya Volodarsky pursuant to which Ms. Volodarsky resigned from her position as a member of the board of directors of the Company and from all the committees on which she served for personal reasons. The resignation was effective immediately.

Entry into a Material Definitive Agreement. Private Placement On February 24, 2026, T3 Defense Inc. (the “Company”) entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor (the “Purchaser”) agreed to purchase from the Company 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000. Each unit consists of (i) one share (each a “…

Entry into a Material Definitive Agreement. The Original Form 8-K contained a typographical error with respect to the exercise price of the Common Warrants. Each Common Warrant will be initially exercisable for one share of Common Stock at an initial exercise price of $2.13 per share, subject to adjustment for stock splits, distributions and the like. The Original Form 8-K inadvertently disclosed an incorrect exercise price. Except as described above, no other changes have been made to the Or…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 17, 2026, the Board of Directors, based on the recommendations and approval of the Compensation Committee, approved the terms of the terms and provisions of a Consulting Agreement between the Company and Billio Ltd., a company in Israel, to provide the services of Menachem Shalom as the principal executive officer of the Company. The co…

Completion of Acquisition or Disposal of Assets. On February 16, 2026, T3 Defense Inc., a Delaware corporation (the “Company”), acquired 51% of the outstanding equity capital of I.T.S. Industrial Tecno-logic Solutions Ltd. (“ITS”) on a fully diluted basis. The Company has a 3- year option to acquire the remainder 49% from the other shareholder of ITS. ITS is an Israeli company providing design, development, production, and manufacturing of serial, fully integrated electro-mechanical machines…

Entry into a Material Definitive Agreement. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

Completion of Acquisition or Disposition of Assets. On January 15, 2026, Nukkleus Inc. (“Nukk” or the “Company”), entered into a stock purchase agreement (the “Agreement”) pursuant to which it acquired 100% of Nimbus Drones Technologies and Marketing Ltd., an Israeli private company (“Nimbus”) specializing in professional unmanned aerial systems and services. Nimbus is an Israeli aerospace robotics company established in 2024 that specializes in the design, production and operation of fully c…

Changes in Registrant’s Certifying Accountant Effective as of January 14, 2026, Nukkleus Inc., a Delaware corporation (the “Company”), dismissed GreenGrowth CPAs (“GreenGrowth”) as the independent registered public accounting firm engaged to audit the Company’s financial statements. GreenGrowth’s dismissal was approved by the Company’s board of directors (“Board”) as of such date. Effective as of January 14, 2026, the Company engaged Somekh Chaikin, a member firm of KPMG International (“Somek…

Unregistered Sales of Equity Securities. The information set forth in

Completion of Acquisition or Disposition of Assets. The Acquisition On January 12, 2026, Nukkleus Inc., a Delaware corporation (the “Company”), completed its acquisition of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc., a Nevada corporation (“Star 26”), pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement and Call Option, dated September 15, 2025 (the “Purchase Agreement”), by and among the Company, Star 26, the shareholders of S…

Entry into a Material Definitive Agreement. The information set forth in

Unregistered Sale of Equity Securities. Reference is made to the disclosure set forth under Items 1.01 and 2.01 above, which disclosure is incorporated herein by reference. At closing, the Company issued 2,000,000 shares of Common Stock to the escrow agent (the “Escrowed Shares”). The issuance of the Escrowed Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as transactions by an issuer not involving any public offering…

Completion of Acquisition or Disposition of Assets. Reference is made to the disclosure set forth under