S-3 1 dfnss3091426.htm FORM S-3

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

T3 DEFENSE INC.

(Exact name of registrant as specified in its charter)

Delaware		38-3912845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

575 Fifth Ave, 14th Floor

New York, New York

(212) 791-4663

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Menachem Shalom

575 Fifth Ave, 14th Floor

New York, New York 10017

(212) 791-4663

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Rick A. Werner, Esq.
Alla Digilova, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza, 26th Floor
New York, New York 10112
Tel. (212) 659-7300
Fax (212) 884-8234

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINe.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2026

Prospectus

T3 DEFENSE INC.

$250,000,000

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS

SUBSCRIPTION RIGHTS

UNITS

We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $250,000,000.

We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”

Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “DFNS.” On September 10, 2026, the last reported sale price of our common stock was $9.84 per share as reported on Nasdaq. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. See “Prospectus Summary - Implications of Being an Emerging Growth Company.”

You should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information incorporated by reference herein and therein.

Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 5 and in the documents incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 15, 2026.

Table of Contents

		Page
About This Prospectus		ii
Cautionary Statement Regarding Forward-Looking Statements		iii
Prospectus Summary		1
Risk Factors		5
Use of Proceeds		6
Description of Capital Stock		7
Description of Debt Securities		10
Description of Warrants		16
Description of Subscription Rights		18
Description of Units		19
Plan of Distribution		20
Legal Matters		23
Experts		23
Where You Can Find More Information		23
Incorporation of Documents by Reference		24

	●	the availability and adequacy of capital to support and grow our business;

	●	economic, competitive, business and other conditions in our local and regional markets;

	●	actions taken or not taken by others, including competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	competition in our industry;

	●	changes in our business and growth strategy, capital improvements or development plans; and

	●	the availability of additional capital to support development.

	●	the title or designation;

	●	the aggregate principal amount and any limit on the amount that may be issued;

	●	the currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency or units in which principal or interest or both will or may be payable;

	●	whether we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will be;

	●	the maturity date and the date or dates on which principal will be payable;

	●	the interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining such dates;

	●	whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

	●	the terms of the subordination of any series of subordinated debt;

	●	the place or places where payments will be payable;

	●	our right, if any, to defer payment of interest and the maximum length of any such deferral period;

	●	the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional redemption provisions;

	●	the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;

	●	whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;

	●	whether we will be restricted from incurring any additional indebtedness;

	●	a discussion of any material or special U.S. federal income tax considerations applicable to a series of debt securities;

	●	the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; and

	●	any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities

	●	if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;

	●	if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;

	●	if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and

	●	if specified events of bankruptcy, insolvency or reorganization occur as to us.

	●	the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series;

	●	the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and

	●	the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer.

	●	to fix any ambiguity, defect or inconsistency in the indenture; and

	●	to change anything that does not materially adversely affect the interests of any holder of debt securities of any series issued pursuant to such indenture.

	●	extending the fixed maturity of the series of debt securities;

	●	reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption of any debt securities;

	●	reducing the principal amount of discount securities payable upon acceleration of maturity;

	●	making the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; or

	●	reducing the percentage of debt securities, the holders of which are required to consent to any amendment or waiver.

	●	the transfer or exchange of debt securities of the series;

	●	replace stolen, lost or mutilated debt securities of the series;

	●	maintain paying agencies;

	●	hold monies for payment in trust;

	●	compensate and indemnify the trustee; and

	●	appoint any successor trustee.

	●	issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

	●	register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

	●	the offering price and aggregate number of warrants offered;

	●	if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

	●	if applicable, the date on and after which the warrants and the related securities will be separately transferable;

	●	in the case of warrants to purchase common stock or preferred stock, the number or amount of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased upon such exercise;

	●	the manner of exercise of the warrants, including any cashless exercise rights;

	●	the warrant agreement under which the warrants will be issued;

	●	the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;

	●	anti-dilution provisions of the warrants, if any;

	●	the terms of any rights to redeem or call the warrants;

	●	any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

	●	the dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the warrants will be exercisable;

	●	the manner in which the warrant agreement and warrants may be modified;

	●	the identities of the warrant agent and any calculation or other agent for the warrants;

	●	federal income tax consequences of holding or exercising the warrants;

	●	the terms of the securities issuable upon exercise of the warrants;

	●	any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed or quoted; and

	●	any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

	●	whether shares of our common stock or other securities will be offered under the stockholder subscription rights;

	●	the date of determining the stockholders entitled to the subscription rights distribution;

	●	the price, if any, for the subscription rights;

	●	the exercise price payable for each security upon the exercise of the subscription rights;

	●	the number of subscription rights issued to each stockholder;

	●	the number and terms of the securities which may be purchased per each subscription right;

	●	the extent to which the subscription rights are transferable and the date, if any, on and after which the rights may be separately transferred;

	●	any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

	●	the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

	●	the conditions to the completion of the offering, if any;

	●	terms relating to the withdrawal, termination or cancellation of the subscription rights, if any;

	●	the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities;

	●	if appropriate, a discussion of material U.S. federal income tax considerations; and

	●	if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.

	●	the designation and the terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

	●	any unit agreement under which the units will be issued;

	●	any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

	●	whether the units will be issued in fully registered or global form.

	●	to or through underwriters;

	●	through broker-dealers (acting as agent or principal);

	●	through agents;

	●	directly by us to one or more purchasers (including our affiliates and stockholders), through a specific bidding or auction process, a rights offering or otherwise;

	●	through a combination of any such methods of sale; or

	●	through any other methods described in a prospectus supplement or free writing prospectus.

	●	block transactions (which may involve crosses) and transactions on Nasdaq or any other organized market where the securities may be traded;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement or free writing prospectus;

	●	ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

	●	sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

	●	sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

	●	The applicable prospectus supplement or free writing prospectus will describe the terms of the offering of the securities, including:

	●	the name or names of any underwriters, if, and if required, any dealers or agents;

	●	the purchase price of the securities and the proceeds we will receive from the sale;

	●	any underwriting discounts and other items constituting underwriters’ compensation;

	●	any discounts or concessions allowed or re-allowed or paid to dealers; and

	●	any securities exchange or market on which the securities may be listed or traded.

	●	a fixed price or prices, which may be changed;

	●	market prices prevailing at the time of sale;

	●	prices related to such prevailing market prices; or

	●	negotiated prices.

	Amount to be Paid
SEC registration fee	$	34,525.00
FINRA fee	$	*
Printing fees and expenses	$	*
Transfer agent and registrar fees	$	*
Accounting fees and expenses	$	*
Legal fees and expenses	$	*
Miscellaneous	$	*
Total	$	*

Exhibit Number		Description
1.1**		Form of Underwriting Agreement
2.1#		Amended and Restated Agreement and Plan of Merger dated as of June 23, 2023, by and among Nukkleus and Brilliant (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on June 26, 2023)
2.2#		First Amendment to Amended and Restated Agreement and Plan of Merger dated as of November 1, 2023, by and among Nukkleus and Brilliant (incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on November 2, 2023).
4.1		Description of Securities (incorporated by reference to Exhibit 4.8 to the Registrant’s Form 10-KT filed on May 8, 2025)
4.2		Senior Unsecured Promissory Note dated June 11, 2024 issued to X Group Fund of Funds (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2024)
4.3		Common Stock Purchase Warrant issued to X Group Fund of Funds (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 17, 2024)
4.4		Senior Unsecured Promissory Note dated August 1, 2024 issued to East Asia Technology Investments Limited (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2024)
4.5		Common Stock Purchase Warrant issued to East Asia Technology Investments Limited (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 5, 2024)
4.6		Form of Senior Unsecured Promissory Note dated September 10, 2024 issued to X Group Fund of Funds (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 12, 2024)
4.7		Form of Warrant – December 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 20, 2024)
4.8		Form of Pre-Funded Common Stock Purchase Warrant – December 2024 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 20, 2024)
4.9		Warrant issued as of August 28, 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 29, 2025)
4.10		Warrant issued as of August 28, 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 5, 2025)
4.11		Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 5, 2025)
4.12		Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 20, 2024)
4.13		Secured Promissory Note, dated December 30, 2025, issued by Nukkleus Inc. in favor of Arie Shafir (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2025)
4.14		Form of Warrant to Purchase Common Stock (Star 26) (incorporated by reference to Exhibit 4.13 to the Registrant’s Current Report on Form 8-K filed on January 13, 2026)
4.15		Investment Note, dated January 12, 2026, issued by Nukkleus Inc. to Star 26 Capital Inc. (incorporated by reference to Exhibit 4.14 to the Registrant’s Current Report on Form 8-K filed on January 13, 2026)
4.16		Form of Three-Month Promissory Note (Star 26) (incorporated by reference to Exhibit 4.15 to the Registrant’s Current Report on Form 8-K filed on January 13, 2026)
4.17		Form of Six-Month Promissory Note (Star 26) (incorporated by reference to Exhibit 4.16 to the Registrant’s Current Report on Form 8-K filed on January 13, 2026)
4.18		Convertible Note, dated January 15, 2026 (incorporated by reference to Exhibit 4.17 to the Registrant’s Current Report on Form 8-K filed on January 16, 2026)
4.19		Term Note, dated as of September 9, 2026 (incorporated by reference to Exhibit 10.54 to the Registrant’s Current Report on Form 8-K filed September 11, 2026)
4.19**		Form of Senior Indenture.
4.20**		Form of Subordinated Indenture.
4.21**		Form of Senior Debt Securities.
4.22**		Form of Subordinated Debt Securities.
4.23**		Form of Warrant Agreement and Warrant Certificate.
4.24**		Form of Subscription Rights Agreement and Subscription Rights Certificate.
4.25**		Form of Unit Agreement and Unit
4.26**		Form of Certificate of Designations, Rights and Preferences for Preferred Stock
10.1		Securities Purchase Agreement dated as of February 24, 2026 between T3 Defense Inc. and the purchaser identified on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 25, 2026)
10.2		Registration Rights Agreement dated as of February 24, 2026 between T3 Defense Inc. and the purchaser signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on February 25, 2026)
10.3*		Call Option Agreement dated January 13, 2026 between Menachem Shalom and Esousa Group Holdings LLC
5.1*		Opinion of Haynes and Boone, LLP.
23.1*		Consent of Somekh Chaikin, a member firm of KPMG International.
23.2*		Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 5.1).
23.3*		Consent of Green Growth CPA
24.1*		Power of Attorney (included on the signature page of this Registration Statement).
25.1**		Statement of Trustee Eligibility.
107*		Filing Fee Table.

*	Filed herewith.
**	To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.
***	Previously filed.

	(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

	T3 Defense Inc.

	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Signature	Title	Date

/s/ Menachem Shalom	Chief Executive Officer and Director	September 15, 2026
Menachem Shalom	(Principal Executive Officer and Principal Financial And Accounting Officer)

/s/ Asaf Nachum	Director	September 15, 2026
Asaf Nachum

/s/ Tomer Nagar	Director	September 15, 2026
Tomer Nagar

/s/ Shiran Fridman	Director	September 15, 2026
Shiran Fridman