T3 Defense Inc. filed a current report on November 6, 2026, disclosing that it completed the acquisition of KeepZone AI Inc. on November 4, 2026, through an amended Stock Purchase Agreement with Israeli seller Nexera Technologies Ltd.

Key Highlights

  • Acquisition completed: T3 Defense Inc. consummated the acquisition of KeepZone AI Inc. on November 4, 2026.
  • Amended purchase price: The parties agreed to an increased purchase price of $1,539,800, up from the terms originally disclosed on October 27, 2026.
  • Shares issued: T3 Defense issued 425,594 shares of common stock to Nexera Technologies Ltd. in exchange for all issued and outstanding shares of KeepZone.
  • Beneficial ownership cap raised: The amendment raised the beneficial ownership limitation of shares held by Nexera Technologies Ltd. in T3 Defense to 9.9%.
  • Unregistered issuance: The 425,594 shares were issued pursuant to an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended.
  • No financial statements required: According to the filing, the transaction did not constitute the acquisition of a significant amount of assets, and T3 Defense is not required to file financial statements of KeepZone or pro forma financial information.

T3 Defense Closes KeepZone AI Deal Through Amended Stock Purchase Agreement

T3 Defense Inc., a Delaware corporation headquartered at 575 Fifth Avenue, 14th Floor, New York, New York 10017, and listed on NASDAQ:DFNS, reported that it entered into an amendment to its previously disclosed Stock Purchase Agreement with KeepZone AI Inc. and Nexera Technologies Ltd. on November 4, 2026. The original terms of the acquisition had been disclosed in a current report filed with the Securities and Exchange Commission on October 27, 2026. The amendment revised the purchase price upward to $1,539,800 and raised the beneficial ownership limitation applicable to shares held by the Seller in the Company to 9.9%.

According to the filing, the acquisition was consummated on November 4, 2026, with T3 Defense issuing 425,594 shares of its common stock to Nexera Technologies Ltd., an Israeli company, in exchange for all issued and outstanding shares of KeepZone AI Inc., a Delaware corporation. The shares were issued without registration under an exemption provided by Section 4(a)(2) and/or Rule 506 of Regulation D. The filing states that the transaction "did not constitute the acquisition of a significant amount of assets for purposes of Item 2.01," and therefore T3 Defense is not obligated to provide audited financial statements of KeepZone or related pro forma disclosures under Item 9.01 or applicable SEC rules.

T3 Defense is designated as an emerging growth company under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934, according to the cover page of the filing. The company also has warrants registered on Nasdaq under the symbol DFNSW, with each warrant exercisable for one share of common stock at $11,500.00 per share. The current report was signed by Menachem Shalom, Chief Executive Officer, on November 6, 2026.

What Was Disclosed

T3 Defense Inc. disclosed the completion of its acquisition of KeepZone AI Inc. on November 4, 2026, via an amended Stock Purchase Agreement, issuing 425,594 unregistered common shares at an amended purchase price of $1,539,800 to Israeli seller Nexera Technologies Ltd.