T3 Defense Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2026, T3 Defense, Inc., a Delaware corporation (the “Company” or “T3”), memorialized the termination of its obligation to pay $16,000,000 to its wholly-owned subsidiary Star 26 Capital, Inc., a Nevada corporation (“Star 26”).
Pursuant to the Cancellation Agreement, (the “Cancellation Agreement”), while all terms and provisions of the Amended and Restated Securities Purchase Agreement, dated September 15, 2025 (the “Acquisition Agreement”) remain in full force and effect, and the Company's ownership of Star 26, including all assets, operations, and subsidiaries, is unaffected, the Company eliminated $16,000,000 of indebtedness, effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders.
Pursuant to the terms of the Cancellation Agreement, the entire $16,000,000 obligation to Star 26, including principal, accrued interest and any other amounts owing with respect thereto, were cancelled, terminated and rendered of no further force or effect, effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders and while maintaining full ownership of Star 26 and all of its assets.
Strategic Rationale and Background
The $16,000,000 obligation (the “Indebtedness”) was originally structured in contemplation of T3’s acquisition of 51% of the share capital of Star 26, at which time Star 26 was expected to continue operating as a standalone entity requiring independent financial support.
Following the parties’ agreement to restructure the transaction as a full acquisition as fully contemplated in the Acquisition Agreement, T3 assumed complete (100%) ownership of, and full operational and financial responsibility for, Star 26 and all of its assets. As Star 26 became a wholly-owned subsidiary of the Company, the original commercial rationale for the Indebtedness—namely, to provide standalone financial support to Star 26 as a partially-owned entity—was eliminated entirely. The Indebtedness was never memorialized in a promissory note, the note was never executed or issued, and the parties determined that the obligation served no continuing business or commercial purpose in furtherance of the acquisition.
The above description of the Cancellation Agreement is qualified in its entirety by reference to the Cancellation Agreement, a copy of which is attached hereto as Exhibit 10.50.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.50 | Cancellation Agreement dated March 31, 2026 by and between T3 Defense Inc. and Star 26 Capital, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T3 DEFENSE INC. | ||
| Date: April 3, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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