8-K/A - Nukkleus Inc Warrant -04.12.28 On Nukkleus Rg | StockGist

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T3 Defense Inc. filed an amended 8-K providing audited 2024 financial statements for acquisition target I.T.S. Industrial Techno-Logic Solutions Ltd. and related pro forma combined financial information.

Key Takeaways

1T3 Defense Inc. acquired 51% of I.T.S. Industrial Techno-Logic Solutions Ltd. on February 16, 2026, for a loan of NIS 10,000,000 (approx. $3.235 million).

2I.T.S. audited financials for 2024 show revenue of $8.867 million and a net loss of $3.664 million, with an accumulated deficit of $5.040 million.

3The auditor expressed substantial doubt about I.T.S.'s ability to continue as a going concern due to recurring losses and negative cash flows.

4Pro forma combined balance sheet as of September 30, 2025, reflects total assets of $114.25 million and a stockholders' deficit of $16.01 million.

5T3 Defense holds a 3-year option to acquire the remaining 49% of I.T.S. for NIS 25-35 million, depending on the exercise year.

Current Report Details

Event Type

Exhibits Only

Disclosure

Amendment

Variant

8-K/A

Items Reported

9.01

. Financial Statements and Exhibits.** (a) Financial statements of businesses or funds acquired The audited combined financial statements of ITS as of and for t

Exhibits Only

Source Document

Results of Operations

Year ended December 31, 2024

Metric	Value	Basis	Prior Period
Revenue	$8.9K	GAAP	$16.0K
Net Loss	$3.7K	GAAP	$2.3K
Operating Loss	$3.2K	GAAP	$2.5K

Transaction Details

Acquisition / Disposition

Target: 51% of the outstanding equity capital of I.T.S. Industrial Techno-Logic Solutions Ltd. ("ITS")
Consideration: NIS 10,000,000 (approximately $3,235,500) loan to ITS; no additional cash consideration for shares.
Structure: Stock purchase; Star Twenty Six Ltd. (indirect wholly-owned subsidiary of T3 Defense Inc.) acquired 51% share capital.

•Transaction closed on February 16, 2026.
•Agreement dated June 8, 2025.
•3-year option to acquire remaining 49% for NIS 25 million (Year 1), NIS 30 million (Year 2), or NIS 35 million (Year 3).
•Loan repayment conditions require assets >= 150% of liabilities and bank credit < 3 months of income for 6 continuous months, repayable only after January 1, 2027.

Exhibits (3)

8-K/A

AMENDMENT NO. 1 TO FORM 8-K

99.1

AUDITED COMBINED FINANCIAL STATEMENTS OF ITS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 AND THE RELATED NOTES THERETO

99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION