T3 Defense (DFNS) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 18, 2026, to vote on four key proposals related to recent financing and Nasdaq compliance.

• Proposals include approval of warrant and preferred stock issuances, a reverse stock split, and potential adjournment to solicit more votes.

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

Voting matters and shareholder proposals

• Proposal One: Approve issuance of up to 14,084,506 shares upon exercise of warrants from the February 2026 Private Placement, at $2.13 per share, subject to adjustment.

• Proposal Two: Approve issuance of shares upon conversion of Series B Preferred Stock, potentially exceeding 20% of outstanding shares, waiving the Preferred Exchange Cap.

• Proposal Three: Grant Board 18-month authority to enact a reverse stock split at a ratio between 1-for-2 and 1-for-250 to maintain Nasdaq listing.

• Proposal Four: Approve adjournment of the meeting if more time is needed to secure votes for the above proposals.

• Each proposal has specific voting thresholds; abstentions and broker non-votes affect outcomes differently.

Board of directors and corporate governance

• Board has discretion to determine the reverse split ratio and timing within 18 months if approved.

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

• Board recommends voting FOR all proposals.