T3 Defense resale prospectus: up to 30M shares by selling stockholders at $10.00/share

Filed July 1, 2026 · ~3 min read

Key Changes

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  This is a secondary offering — T3 Defense receives zero proceeds. All 30M shares (26.7M from Series B Preferred conversion, 3.3M from warrant exercise) are sold by existing investors; the company may receive ~$30M only if warrants are exercised for cash.

  Use of Proceeds verify on EDGAR →
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  Implied post-offering market cap: $682.7M ($10.00 x 68.3M shares outstanding). If all Series B Preferred converts and warrants exercise, share count rises from 68.3M to 98.3M, diluting existing common holders by 44%.

  The Offering verify on EDGAR →
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  CEO Menachem Shalom owns 20% of common stock and holds a warrant for 7.2M shares at $1.50; if exercised, he would control a majority of votes. Series B Preferred carries 10,000 votes per share (up to 4M votes if second tranche closes).

  Risk Factors verify on EDGAR →