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Red Flags Detected

  • Conversion Price Adjustment to Lower of $4.72 or Future Price (new) — The conversion price adjustment mechanism could significantly increase dilution if the stock price declines, as more shares would be issued upon conversion.
NASDAQ: DFNS T3 Defense Inc. 424B3

Nukkleus files resale prospectus for up to 13.09M shares by selling stockholders; company gets no proceeds

Filed December 23, 2025 · ~1 min read

Key Changes

  • high

    The prospectus covers resale of up to 13,090,500 shares by selling stockholders, consisting of 5,112,000 conversion shares and 7,978,500 warrant shares.

    The Offering verify on EDGAR →
  • high

    This is a secondary offering; the company will not receive any proceeds from the sale of shares by selling stockholders.

    The Offering verify on EDGAR →
  • high

    The conversion price for Series A Preferred Stock was adjusted to the lower of $4.72 or the price upon registration effectiveness or Rule 144 applicability, potentially increasing share issuance if the price drops.

    The Offering verify on EDGAR →

1 more material change behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 2, 2026 · How we verify