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Red Flags Detected
- Controlled Company (new) — CEO Menachem Shalom holds 20% of common stock and a warrant to purchase 7.2M shares; upon exercise he would control a majority of voting power, allowing him to control substantially all matters requiring stockholder approval.
- Going Concern (new) — Management disclosed substantial doubt about the company's ability to continue as a going concern, though they assert their plans (including the $10M Feb 2026 private placement, cash-positive subsidiaries, and an equity line of credit) alleviate that doubt.
T3 Defense registers 30M-share secondary by Series B holders; company receives no proceeds
Filed July 1, 2026 · ~3 min read
Key Changes
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This is a secondary offering: selling stockholders may resell up to 30M shares (26.7M from Series B Preferred conversion, 3.3M from warrant exercise). T3 Defense receives zero proceeds from share sales; may receive ~$30M only if warrants are exercised for cash.
Use of Proceeds verify on EDGAR → -
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The company pivoted from FX/blockchain to defense in Sept 2024, acquiring Israeli contractors Star 26 Capital (Iron Dome supplier) and Tiltan Software. Q1 2026 was the first quarter consolidating acquisitions: $4.2M revenue, $12.1M backlog, projecting $26M full-year revenue.
Management's Discussion and Analysis verify on EDGAR → -
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CEO Menachem Shalom holds 20% of common stock and a warrant to purchase 7.2M shares at $0.51; upon exercise he would control a majority. Series B Preferred carries 10,000 votes per share; if the second $10M tranche closes, Series B holders will have at least 4M votes.
Risk Factors verify on EDGAR →
5 more material changes 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 · Jul 3, 2026 · How we verify