T3 Defense seeks Nasdaq confirmation of stockholders' equity compliance

T3 Defense Inc. submitted a Form 8-K to request that The Nasdaq Stock Market LLC resolve a previously disclosed stockholders' equity deficiency and confirm the company's compliance with listing rules. The Delaware corporation stated that it has regained compliance with the Stockholders' Equity Requirement, a determination that is currently pending Nasdaq's review.

The compliance issue originated from a written notice received on August 20, 2026, from Nasdaq's Listing Qualifications Department. The notice indicated that T3 Defense was not in compliance with the minimum stockholders' equity requirement based on its Form 10-Q for the period ended June 30, 2026. The company reported a stockholders' equity deficit of approximately $19.7 million as of June 30, 2026, down from approximately $42.5 million at March 31, 2026.

T3 Defense attributed the negative equity to the accounting treatment of warrants issued in the $20 million private placement completed on February 24, 2026. The warrants were classified as a liability instrument, requiring quarterly remeasurement at fair value. The carrying amount of this warrant liability increased from approximately $24.5 million at December 31, 2025, to approximately $124.4 million as of June 30, 2026.

As of September 30, 2026, holders exercised approximately 96% of the outstanding warrants. T3 Defense stated that this exercise eliminated the non-cash liability from its balance sheet in any material amount. After giving effect to the exercise, the company's total stockholders' equity was approximately $99.9 million on a pro forma basis, a figure significantly in excess of the $10 million minimum required by Nasdaq Listing Rule 5450(b)(1)(A).

Nasdaq will continue to monitor the company's ongoing compliance with the Stockholders' Equity Requirement. If T3 Defense does not evidence compliance in its next periodic report, the company may be subject to delisting. The next periodic report is scheduled to be the Quarterly Report on Form 10-Q for the quarter ending September 30, 2026. The filing notes that there is no assurance that Nasdaq will determine that T3 Defense has regained compliance or that such a determination will not be subject to conditions or a monitoring period.