{"url_path":"/sec/dfns/8-k/2026-07-09/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 ****Completion of Acquisition or Disposal of Assets.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1787518/0001213900-26-076711-index.html","accession_number":"0001213900-26-076711","cik":"0001787518","ticker":"DFNS","issuer_name":"T3 Defense Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1787518/0001213900-26-076711-index.html","primary_entity_key":"0001787518","primary_entity_name":"T3 Defense Inc."},"word_count":522,"has_tables":true,"body_markdown":"**Item 2.01****Completion of Acquisition or Disposal of Assets.**\n\n \n\nOn July 6, 2026, T3 Defense Inc., a Delaware corporation\n(the “Company”), acquired 60% of the outstanding equity capital of Project 35, an Israeli corporation (“Project 35”)\non a fully diluted basis. In consideration for the 60 ordinary shares of Project 35, the Company issued 21,059,871 shares of common stock\nand a $1,250,000 note for the shares of Project 35. The note bears interest at the rate of 12% and matures July 5, 2027. The Company also\nhas an obligation to invest $2,500,000 in Project 35 during the next 12 months.\n\n \n\nProject35 is a trusted supplier to the region’s\nleading defense organizations, including Israel Aerospace Industries (IAI), ELTA Systems, Rafael Advanced Defense Systems, and Elbit Systems,\nas well as the Israel Ministry of Defense. Project35’s unmanned aerial platforms are field-proven and already in active operational\nuse. Over the past three and a half years, Project 35 has focused on developing the HY-380, an autonomous, man-portable aerial interceptor\ndesigned to neutralize hostile drones within seconds of detection using a dual-sensor guidance system that combines RF and optical AI\ntracking. The interceptor has recently completed a series of successful initial live-fire field trials, validating its performance and\naccuracy for high-intensity conflict environments. Project35’s aerial platforms range from heavy-lift multirotor cargo drones and\nlong-endurance fixed-wing VTOL aircraft for intelligence, surveillance, and reconnaissance to high-speed, AI-guided tactical FPV systems.\nComplementing these is a dedicated counter-UAV suite comprising the HY-380 autonomous interceptor, radar and GNSS countermeasure systems,\nRF jamming and direction-finding, and cybersecure, anti-jam mesh data links. The company’s systems are built from composite materials\nand aerospace-grade structures, hold AS9100 aviation quality certification, and are engineered to Western supply-chain standards, including\nBlue UAS and NDAA compliance.\n\n \n\nThe acquisition was made pursuant to the Stock\nPurchase Agreement dated as of July 6, 2026 among the Company, Project 35 and X S.A. Security and Defense Ltd., as the seller of the shares\nof Project35. The above description of the Agreement and the Promissory Note are qualified in their entirety by reference to the Agreement\nand Promissory Note, a copy of which is attached hereto as Exhibit 10.51 and 4.19, respectively.\n\n \n\n**Forward Looking Statements**\n\n \n\nThis filing includes “forward-looking statements.”\nAll statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual\nresults could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties.\nAlthough we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such\nexpectations will prove to be correct. The forward-looking statements involve risks and uncertainties that may affect our operations,\nfinancial performance, and other factors as discussed in our filings with SEC. Among the factors that could cause results to differ materially\nare those risks discussed in the periodic reports we file with the SEC. You are urged to carefully review and consider the cautionary\nstatements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” We do not undertake\nany duty to update any forward-looking statement except as required by law."}