T3 Defense Inc. filed a Form 8-K on October 27, 2026, disclosing that on October 26, 2026, it entered into a Stock Purchase Agreement to acquire all issued and outstanding shares of KeepZone AI Inc. from Nexera Technologies Ltd. for an aggregate purchase price of $1,000,000.

Key Highlights

  • Acquisition target: T3 Defense agreed to acquire 100% of KeepZone AI Inc., a Delaware corporation operating in the global Homeland Security sector, from Nexera Technologies Ltd., an Israeli company.
  • Purchase price: The aggregate consideration is $1,000,000, payable at closing in shares of common stock and, to the extent required by a 4.99% beneficial ownership limitation, pre-funded warrants exercisable at $0.0001 per share.
  • Share pricing mechanism: The number of shares issued will be determined using the average closing price of common stock on Nasdaq for the five trading days immediately preceding the closing date.
  • Earn-out provision: Seller is entitled to a cash earn-out equal to 50% of the company's net profit for 24 months after closing, up to a maximum of $5,000,000.
  • Price protection clause: If on the 181st day after closing the Nasdaq trading price is below the closing-date reference price and no resale registration statement is effective, the company must issue additional shares to restore the total market value of consideration shares to $1,000,000.
  • Termination right: Either party may terminate the Purchase Agreement if closing has not occurred within 60 days after signing, subject to certain exceptions.

T3 Defense Enters Stock Purchase Agreement for KeepZone AI, a Homeland Security Integrator

According to the filing, T3 Defense Inc. (NASDAQ:DFNS) entered into a Stock Purchase Agreement on October 26, 2026, with KeepZone AI Inc. and seller Nexera Technologies Ltd. Under the agreement, the company agreed to acquire from Nexera all issued and outstanding shares of KeepZone AI for $1,000,000. The filing describes KeepZone as operating in the global Homeland Security sector, acting "as an integrator, distributor and market channel for defense and security solutions," and notes that KeepZone "currently has several non-exclusive reseller agreements."

The purchase price is payable entirely in equity at closing. The filing states that the number of shares to be issued will be calculated using the average closing price of the company's common stock on Nasdaq over the five trading days immediately preceding the closing date, with adjustment for stock splits, combinations, and similar events. Where issuance of shares would cause the seller to exceed a 4.99% beneficial ownership limitation, pre-funded warrants with an exercise price of $0.0001 per share will be issued instead. The filing also discloses that prior to closing, Seller is expected to cause KeepZone to transfer its available cash to Seller and settle or cancel specified indebtedness and intercompany balances, without adjustment to the purchase price.

Completion of the acquisition is subject to customary closing conditions, including applicable third-party consents and regulatory and Nasdaq requirements, including any required Listing of Additional Shares notification, according to the filing. The company is not obligated to file a resale registration statement covering the securities issued as consideration, though it may elect to do so. The filing notes that forward-looking statements, including expectations about the closing, are subject to risks and uncertainties described in the company's regulatory filings, and the company does not undertake any duty to update such statements except as required by law.

What Was Disclosed

T3 Defense Inc. disclosed entry into a Stock Purchase Agreement to acquire KeepZone AI Inc. from Nexera Technologies Ltd. for $1,000,000 payable in common stock, along with an earn-out of up to $5,000,000 and a price-protection mechanism tied to the 181st day post-closing.