T3 Defense Inc. — Form 8-K

T3 Defense Inc. (public market cap ~$40.3M) entered into a definitive stock purchase agreement on October 26, 2026 to acquire 100% of KeepZone AI Inc. from Nexera Technologies Ltd. Initial consideration is $1.0 million payable at closing in newly issued T3 Defense common stock (or pre-funded warrants if the 4.9% beneficial ownership limit applies), priced at the 5-trading-day average closing price preceding close. Nexera is eligible for an earn-out equal to 50% of KeepZone's standalone net profit over the 24 months post-closing, capped at $5.0 million (calculated on the first $10M of net profit). Seller also receives additional T3 Defense shares if stock price declines within 6 months of closing. KeepZone is acquired debt-free. Closing expected within 60 days, subject to Nasdaq notification and third-party consents.