Is DFNS diluting shareholders?

Read three numbers together: shares outstanding over time (60.3M as of 2026-05-20), warrants that can convert into new shares (351,424 reported), and how much cash runway remains (~12.683446272991288 months). A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

T3 Defense Inc. (DFNS)

CIK 1787518 · all EDGAR filings →

Overall dilution risk

HIGHworst of 4 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

Offering ability

HIGH$109M registered

= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)

registered capacity, not remaining: amounts already taken down are not subtracted yet

Overhead supply

LOWwarrants = 1% of O/S

= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)

warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this

Historical dilution

HIGH+3218% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

a reverse-split-sized cliff is in this window; read the chart

Cash need

MEDIUM~12.7 months of runway

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 60.3M shares as of May 20, 2026 (10-Q). Share count fell from 16.8M to 4.8M between Aug 27, 2024 and Feb 10, 2025, a pattern consistent with a reverse split (roughly 1-for-4); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

Tranche	Warrants	Exercise price	Term	Notes
Star Warrant	12.0M	$1.5	—	—
Warrant	0	$2.13	—	—

Tranches exactly as the company dimensioned them in its 10-Q filed May 20, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 351,424 underlying shares, as reported Nov 8, 2024 (10-K).

Reported exercise price: $4.4 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 60.6M = 60.3M O/S + 351,424 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

Note	Principal	Carrying	Conv. price	Rate	If converted
Nimbus Note	not tagged	—	$2	—	—

Notes exactly as the company dimensioned them in its 10-Q filed May 20, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Registrations and offerings

Registered offering capacity on live registrations: $109.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jun 4, 2026$10.6M registeredfiling →

S-1Feb 11, 2026$33.6M registeredfiling →

S-1Dec 17, 2025$65.1M registeredfiling →

Last 12 months: 8 executed · 5 registered.

UPDATEJul 1, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEJun 30, 2026SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDJun 25, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

REGISTEREDJun 4, 2026S-1 registration — capacity to sell shares, not a sale yetS-1 →

EXECUTEDApr 28, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDFeb 25, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

UPDATEFeb 13, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEFeb 13, 2026SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDFeb 11, 2026S-1 registration — capacity to sell shares, not a sale yetS-1 →

EXECUTEDJan 16, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDJan 13, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDDec 30, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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