{"url_path":"/sec/dfns/8-k/2026-07-16/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1787518/0001213900-26-078551-index.html","accession_number":"0001213900-26-078551","cik":"0001787518","ticker":"DFNS","issuer_name":"T3 Defense Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1787518/0001213900-26-078551-index.html","primary_entity_key":"0001787518","primary_entity_name":"T3 Defense Inc."},"word_count":839,"has_tables":true,"body_markdown":"**Item 5.03 Amendments\nto Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nT3\nDefense Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding\nshares of common stock (“Common Stock”), at a ratio of 1-for-50 as disclosed on the Current Report on Form 8-K filed by the\nCompany with the Securities and Exchange Commission on July 13, 2026. The Board of Directors of the Company has determined to increase\nthe amount of the reverse stock split of the Company's issued and outstanding Common Stock at a ratio of 1-for-125 (the “Reverse\nStock Split”). The Reverse Stock Split was duly approved in a special meeting of the stockholders held on June 24, 2026. On July\n15, 2026, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated\nCertificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will\nbecome effective as of 12:01 a.m., Eastern Time, on July 20, 2026, and the Company’s Common Stock will begin trading on the Nasdaq\nStock Market on a split-adjusted basis when the market opens on July 20, 2026.\n\n \n\n**Reasons for the Reverse\nStock Split**\n\n \n\nThe\nCompany is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share\nand bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company’s\nCommon Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with\nnotice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve the desired effects\nor that, if achieved, such desired effects will be sustained.\n\n \n\n**Effects of the Reverse\nStock Split**\n\n \n\n*Effective Date; Symbol;\nCUSIP Number*\n\n \n\nThe\nReverse Stock Split will become effective on July 20, 2026 (the “Effective Date”). The Common Stock will begin trading on\na split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “DFNS.”\nThe new CUSIP number for the Common Stock following the Reverse Stock Split will be 67054R302.\n\n \n\n*Split Adjustment;\nTreatment of Fractional Shares*\n\n \n\nOn\nthe Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number\nof shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately\nprior to the Reverse Stock Split, divided by one-hundred twenty-five (125), with such resulting number of shares rounded up to the nearest\nwhole share. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration\nshall be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company does\nnot intend to round up fractional shares at the beneficial level and will instead round any such fractional shares up at the participant\nlevel. Also on the Effective Date, all equity awards outstanding immediately prior to the Reverse Stock Split will be adjusted to reflect\nthe Reverse Stock Split.\n\n \n\n1\n\n \n\n \n\n*Certificated and Non-Certificated\nShares*\n\n \n\nEach\ncertificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the\nReverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate\nor book entry have been combined, subject to the treatment of fractional shares as described above.\n\n \n\nStockholders\nwho hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will\nautomatically be reflected in their brokerage accounts.\n\n \n\n*Delaware State Filing*\n\n \n\nThe\nReverse Stock Split will be effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State\nof the State of Delaware. A copy of the form of the Certificate is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated\nherein by reference.\n\n \n\n*Capitalization*\n\n \n\nThe\nCompany is authorized to issue 150,000,000 shares of Common Stock and 10,000,000 shares of preferred stock (the “Preferred Stock”).\nThere will be no change to the number of authorized capital stock of the Company or to the rights limitations and privileges, including\nvoting rights, of the Company’s designated and outstanding shares of Preferred Stock. The Reverse Stock Split will have no effect\non the par value of the Common Stock or the Preferred Stock.\n\n \n\nImmediately\nafter the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and proportional\nvoting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will result from\nthe treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected by the Reverse\nStock Split."}