T3 Defense Confirms 22M-Share Equity Plan Won't Shrink After Reverse Split, Deepening Dilution Risk

summarizeSummary

T3 Defense's proxy supplement reveals that the 22 million shares in its proposed equity incentive plan won't be reduced by the upcoming reverse stock split, meaning the plan could cause extreme dilution on top of other dilutive proposals. Shareholders vote August 5.

check_boxKey Events · Corporate Governance and Compliance · DFNS

• Equity Plan Share Count Not Adjusted for Reverse Split

  The supplement clarifies that the 22,000,000 shares initially available under the 2026 Evergreen Equity Incentive Plan will not be adjusted for the upcoming reverse stock split, meaning the reserve stays at 22 million shares post-split.

• Massive Potential Dilution

  With the stock at $0.0724 and a reverse split expected to reduce outstanding shares, the 22 million share reserve could represent dilution of several hundred percent, on top of the over 220% dilution already proposed from warrant and preferred stock conversions.

• Vote Scheduled Amid Financial Distress

  Shareholders will vote on the equity plan at the annual meeting on August 5, 2026, while the company faces a going concern warning, Nasdaq delisting notice, and a stock price near its all-time low.

• Evergreen Provision Adds Future Overhang

  If approved, the plan's share reserve will automatically increase by 8% annually starting August 1, 2027, further diluting existing shareholders over time.

auto_awesomeAnalysis · DFNS · Trade & Services

A proxy supplement filed by T3 Defense makes clear that the 22 million shares reserved under the proposed 2026 Evergreen Equity Incentive Plan will not be adjusted for the upcoming reverse stock split. Because the reverse split will sharply reduce the number of outstanding shares, leaving the plan's reserve at 22 million post-split means the plan could create an enormous overhang—potentially hundreds of percent dilution—on top of the already massive dilution from the warrant and preferred stock proposals. This unfolds as the stock trades near its all-time low of $0.07, with a going concern warning and Nasdaq delisting notice already in place. The board is asking shareholders to approve a plan that could hand over a huge chunk of the company to insiders and employees at deeply depressed prices, right after a reverse split that is supposed to boost the stock price. For minority shareholders, this is a red flag.