0001213900-26-048280
SEC filingT3 Defense Inc. cancelled $2.14M in notes held by CEO Menachem Shalom in exchange for 4.17M restricted shares, and reduced a warrant exercise price to $0.5124.
On April 27, 2026, T3 Defense Inc. entered into a Note Exchange Agreement with its CEO and board member Menachem Shalom, cancelling $2,138,962 in outstanding notes (including $42,962 accrued interest) in exchange for 4,174,399 shares of common stock at $0.5124 per share. The notes were originally issued to Star 26 Capital Inc. and subsequently assigned to Shalom. The exchange price was based on the last consolidated bid price on Nasdaq as of April 24, 2026. The shares are restricted and were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Additionally, the Board reduced the exercise price of the Star Warrant held by Shalom from $1.50 to $0.5124 per share. The Star Warrant, originally issued to Star 26 and distributed to its equity holders, gives Shalom the right to purchase 7,175,662 shares of common stock. These transactions effectively convert a significant portion of Shalom's debt into equity and lower his warrant strike price, aligning his interests with shareholders but also diluting existing stockholders by over 4 million shares. The moves suggest the company is managing its debt obligations and incentivizing its CEO through equity, potentially to conserve cash and strengthen the balance sheet.