T3 Defense Inc. (NASDAQ: DFNS) announced that its board of directors has approved a 1-for-125 reverse stock split, significantly increasing the ratio from the previously disclosed 1-for-50. The move, effective July 20, 2026, is designed to lift the company's share price to meet Nasdaq's minimum bid price requirement for continued listing.
The reverse stock split will reduce the number of outstanding shares from approximately 139.8 million to about 1 million, with no fractional shares issued; any fractional interests will be rounded up to the nearest whole share. The company's stock will begin trading on a split-adjusted basis under the same ticker "DFNS" on the effective date, and a new CUSIP number (67054R 302) will be assigned.
Rationale and Approval
Shareholders authorized the reverse split at a special meeting on June 24, 2026, and the board exercised that authority to boost the per-share price. T3 Defense stated that the split is intended to satisfy Nasdaq's minimum bid price requirement, ensuring the stock remains listed on the Nasdaq Capital Market.
The company noted that the split will affect all stockholders uniformly and will not alter any individual's percentage ownership in the firm. Stockholders do not need to take any action; shares held through brokers or nominees will be adjusted automatically.
Impact on Outstanding Securities
Every 125 pre-split shares will convert into one new share, proportionately adjusting the shares underlying outstanding stock options and warrants. The authorized share count and par value of $0.0001 per share remain unchanged. Continental Stock Transfer & Trust Company is acting as transfer agent for the reverse split.
T3 Defense, headquartered in New York and Netanya, Israel, acquires and operates mission-critical defense businesses, focusing on drones, counter-drone systems, tactical robotics, and AI software. The company emphasized that the split does not change its business strategy or fundamentals.