T3 Defense Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 24, 2026, T3 Defense Inc. (the “Company”) completed its special meeting of stockholders (the “Special Meeting”). As of the record date of May 21, 2026 (the “Record Date”), 60,270,525 shares of common stock, $0.0001 par value per share (the “Common Stock”), were issued and outstanding and entitled to vote at the Special Meeting. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 35,716,531 shares of Common Stock, representing a quorum of 59.26%.
Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on June 1, 2026. Each of the proposals were approved by a majority of the shares of Common Stock present in person or by proxy at the Special Meeting.
The following actions were taken at the Special Meeting:
| (i) | The approval of the issuance of shares of Common Stock upon exercise of certain restricted common stock purchase warrants issued or issuable in connection with an offering of securities of the Company pursuant to the terms of the Securities Purchase Agreement dated February 24, 2026 (the “February 2026 Private Placement”) for purposes of complying with the Nasdaq Listing Rules; | |
| (ii) | The approval of the issuance of shares of Common Stock upon conversion of the Series B Convertible Preferred Stock issued or issuable in connection with the February 2026 Private Placement as required by Nasdaq Listing Rules 5635(d); and | |
| (iii) | The approval to grant the Company’s Board of Directors (the “Board”) the discretionary authority for 18 months to amend the Company’s amended and restated certificate of incorporation, as amended, to authorize a reverse stock split of Common Stock, at a ratio in the range from one-for-two to one-for-two hundred fifty, with such specific ratio to be determined by the Board. |
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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: June 29, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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