T3 Defense Inc

This proposal asks shareholders to approve the issuance of up to 14,084,506 shares of common stock upon exercise of warrants issued in the February 2026 private placement in order to satisfy Nasdaq Listing Rules 5635(b) and 5635(d). Management negotiated a Securities Purchase Agreement with a single accredited investor providing units composed of Series B convertible preferred stock and warrants; the exercise of these warrants could result in a material issuance representing a large concentration of ownership and therefore requires shareholder approval under Nasdaq rules. Approval would ratify the terms of the warrants (including an initial exercise price of $2.13 per share, Black‑Scholes cashless exercise mechanics, a 5‑year term, customary anti‑dilution adjustments and a 9.99% beneficial ownership exercise blocker) and allow the investor to exercise them consistent with the purchase agreement. The Board frames the request primarily as regulatory compliance — securing Nasdaq clearance for the transactions — and as necessary to consummate the financing package underlying the Company’s recent cash infusion. A failure to approve could impede the investor’s ability to acquire shares upon exercise and could complicate the Company’s financing expectations, including registration and resale plans tied to the offering. The proxy includes disclosure on potential dilution (the shares could represent approximately 36.9% of outstanding common stock if all contemplated shares were outstanding as of the record date) and contractual protections such as blockers and conversion mechanics intended to limit immediate control shifts. The Board recommends a FOR vote, emphasizing that its unanimous determination is that the approval is in the best interest of the Company and its stockholders because it implements the negotiated financing on Nasdaq‑compliant terms while preserving certain anti‑takeover and dilution protections. Analysts should weigh the immediate capital benefits and registered resale mechanics against the substantial potential dilution and concentration risks highlighted in the proxy.

This proposal requests shareholder approval to permit issuance of common stock upon conversion of the Series B Convertible Preferred Stock beyond the contractual Preferred Exchange Cap, in order to comply with Nasdaq Listing Rule 5635(d). Management entered into a Securities Purchase Agreement that issued Series B Preferred Stock convertible (subject to adjustment) into a significant number of shares (each preferred share initially convertible into 23,474 common shares at an initial conversion price of $2.13), and the total potential conversion amount could exceed Nasdaq thresholds that trigger shareholder approval. The Company already issued the Series B Preferred Stock at closing, and absent approval the holder may have redemption rights after February 24, 2027, which could require payment of 105% of stated value and thereby impose financial strain on the Company. Approval therefore functions both as compliance with Nasdaq rules and as a mechanism to preserve the negotiated economic structure of the financing without triggering the Preferred Exchange Cap limits. The proxy discloses dilution consequences — if all contemplated shares were issued they could represent roughly 28% of outstanding common shares — and warns of overhang and adverse market impacts. Management also discloses blocker mechanics (9.9% conversion blocker) that limit immediate concentration. The Board recommends a FOR vote, asserting that the approval is necessary to effectuate the financing and avoid destabilizing consequences, but shareholders should balance the benefit of securing financing and avoiding redemption against the dilutionary impact and potential reduction in existing shareholders’ influence. Operationally, approval preserves the Company’s ability to raise capital under the February 2026 Private Placement second tranche and supports registration/resale plans tied to the offering. For sophisticated analysts, the key considerations are the terms of anti‑dilution protections, the adjusted conversion price mechanics, the interaction with registration rights and resale overhang, and the risk that significant dilution could depress share price and complicate future financings.

This management proposal asks shareholders to grant the Board 18 months of discretionary authority to implement a reverse stock split between 1‑for‑2 and 1‑for‑250, with the precise ratio and timing determined by the Board to satisfy Nasdaq listing requirements and market considerations. Management's stated motivation is to meet Nasdaq’s minimum bid price requirement ($1.00) after receiving a deficiency notice and to avoid delisting, which could harm liquidity, raise trading costs, and subject the company to penny stock rules. The Board emphasizes that the reverse split would increase the per‑share trading price (all else equal), potentially broadening the investor base and helping to attract institutional investors and employees, and could facilitate future financings. The proposal preserves Board discretion to abandon the split if circumstances change and contains mechanics to avoid fractional shares (holders receive one whole share in lieu of fractions), as well as automatic proportional adjustments to options, warrants and equity awards. The proxy acknowledges that a reverse split does not change the company’s market capitalization and may not achieve the intended long‑term benefits; it highlights risks including possible reduced liquidity, market skepticism, limited or transient price improvements, and Nasdaq rules that can limit future compliance periods after large cumulative reverse splits. Approving the proposal gives management tactical flexibility to select a ratio based on prevailing market conditions, but also increases the number of authorized but unissued shares available for future issuances without further stockholder action, which could lead to dilution. The Board recommends a FOR vote on the basis that a reverse split is the most viable mechanism to attempt to regain compliance and preserve Nasdaq listing, but sophisticated investors should weigh the tradeoff between short‑term compliance and long‑term dilution and liquidity effects.

This proposal authorizes the Company to adjourn the Special Meeting one or more times, whether or not a quorum is present, to solicit additional proxies if there are insufficient votes at the scheduled meeting to approve one or more of the substantive proposals. Management presents this as a procedural measure to preserve the ability to seek shareholder approval without having to reconvene a wholly new meeting or incur additional delay and expense. Approval would empower the proxies solicited by the Board to vote in favor of any such adjournment and would enable the Company to continue outreach to dissident or uncertain holders to obtain required majorities. The proxy discloses that this contingency is intended to protect the Company’s ability to complete financing and listing‑related transactions that depend on approval of the other proposals. Because the adjournment itself requires only a plurality of votes cast in favor vs. against, it is typically less difficult to obtain than the substantive issuances or charter amendment approvals. If not approved, the Company may be unable to adjourn to solicit further support, potentially causing failure to consummate critical financing steps or compliance actions. The Board recommends a FOR vote on procedural grounds to preserve flexibility, but shareholders should recognize this proposal only affects meeting procedure and does not itself authorize substantive transactions or diminish the need to evaluate the other proposals on their merits.