T3 Defense (DFNS) investor relations material

Executive summary

• Special Meeting called to approve three key proposals: warrant share issuance, preferred stock conversion, and a reverse stock split, all related to a February 2026 private placement and Nasdaq compliance.

• Board unanimously recommends voting in favor of all proposals, citing best interests of the company and shareholders.

• Proposals are designed to ensure compliance with Nasdaq listing rules, address potential change of control, and maintain minimum bid price requirements.

Voting matters and shareholder proposals

• Proposal One seeks approval for issuance of 14,084,506 shares upon exercise of warrants at $2.13 per share, subject to adjustment, for five years.

• Proposal Two requests approval for issuance of shares upon conversion of Series B Preferred Stock, potentially exceeding 20% of outstanding shares.

• Proposal Three grants the Board 18-month authority to enact a reverse stock split at a ratio between 1-for-2 and 1-for-250.

• Each proposal has specific voting thresholds; Proposals One and Two require a majority of voting power present, while Proposal Three requires more votes for than against.

• Abstentions count as votes against Proposals One and Two, but not for Proposal Three; broker non-votes have no effect on outcomes.

Board of directors and corporate governance

• Board members and executive officers have no substantial interests in the proposals beyond their share ownership.

• Board retains discretion to implement or abandon the reverse split within 18 months based on market and company conditions.