NEW YORK and NETANYA, Israel, July 16, 2026 (GLOBE NEWSWIRE) -- T3 Defense Inc. (NASDAQ:DFNS) ("T3 Defense" or the "Company"), a defense company that acquires and operates mission-critical defense businesses, today announced that its Board of Directors approved a 1-for-125 reverse stock split (the "Reverse Stock Split") of the Company’s common stock, par value $0.0001 per share ("Common Stock"), that is expected to become effective at 12:01 a.m. on Monday, July 20, 2026 (the "Effective Date"). Given the recent stock activity, the T3 Board of Directors determined to significantly increase the ratio from the 1-for-50 disclosed on the Current Report on Form 8-K filed by the Company with the SEC.
T3 Defense expects that its Common Stock will open for trading on the Nasdaq Capital Market on a reverse split-adjusted basis on July 20, 2026 under the existing trading symbol "DFNS". The new CUSIP number for the Common Stock following the Reverse Stock Split will be 67054R 302.
The Reverse Stock Split was approved by the Company’s Board of Directors under authority granted by the Company’s stockholders at a special meeting held on June 24, 2026. The Company will file an amendment to its Amended and Restated Certificate of Incorporation to implement the Reverse Stock Split as of the Effective Time. The Reverse Stock Split is intended to, among other things, increase the per share trading price of the Common Stock to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Stockholders will not need to take any action with respect to the reverse stock split.
At the Effective Date of the Reverse Stock Split, every 125 shares of Common Stock outstanding and held of record by each stockholder of the Company will be automatically reclassified into one new share of Common Stock, reducing the number of shares of Common Stock issued and outstanding from approximately 139.8 million to approximately 1 million. The amount of authorized Common Stock, as well as the par value for the Common Stock, will not be affected. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be proportionately adjusted.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will not alter any stockholder’s percentage ownership interest in T3 Defense.
Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive post-reverse split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Additional information regarding the Reverse Stock Split can be found in the Company’s amended and restated definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on June 1, 2026 (the "Proxy Statement"), which is available on the SEC’s website at www.sec.gov and on the Company’s website at https://investors.t3dfns.com.
About T3 Defense Inc.
T3 Defense Inc. (NASDAQ:DFNS), is a defense company that acquires and operates mission-critical defense businesses involved in national security programs. It focuses on manufacturers with strong customer relationships and solid order backlogs, often capacity-and resource-constrained and specialized areas such as drones and autonomous vehicles, counter-drone systems, advanced manufacturing, tactical robotics, and AI software and system integration. Through disciplined acquisitions, centralized capital and strategy, and decentralized day-to-day operations, T3 Defense aims to strengthen essential defense capabilities and build long-term value.
T3 Defense Inc.
575 5th Avenue
New York, NY 10017
contact@t3dfns.com
www.t3dfns.com
Investor Relations
The Equity Group Inc.
Lena Cati
lena.cati@theequitygroup.com
+1 (212) 836-9611
Val Ferraro
val.ferraro@theequitygroup.com
+1 (212) 836-9633
Forward-Looking Statements
Certain statements in this press release may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or T3 Defense’s future financial or operating performance. For example, statements regarding the Reverse Stock Split and timing thereof and T3 Defense’s intention with respect to compliance with the price requirements for maintaining its listing on the Nasdaq Capital Market are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma," "may," "should," "could," "might," "plan," "possible," "project," "strive," "budget," "forecast," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, market conditions and their impact on T3 Defense’s trading price on the Nasdaq Capital Market; and other factors discussed in the Proxy Statement. These and other important factors discussed under the caption "Risk Factors" in T3 Defense’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 9, 2026, and T3 Defense’s other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by T3 Defense and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. T3 Defense undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
