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

T3 Defense Inc. (DFNSW)

CIK 1787518 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$390M 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
MEDIUMwarrants = 21% 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
LOW-8% 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~12.1 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

2021-09-302026-08-14

Latest: 1.7M shares as of Aug 14, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-14
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 60.3M to 1.7M between May 20, 2026 and Aug 14, 2026, a pattern consistent with a reverse split (roughly 1-for-36); 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

TrancheWarrantsExercise priceTermNotes
Star Warrant96,141$187.5——
Warrant35,211$2.13——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 18, 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: 2.0M = 1.7M 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

NotePrincipalCarryingConv. priceRateIf converted
Nonconvertible Promissory Note$1.3M—not tagged——
Nimbus Notenot tagged—$250——

Notes exactly as the company dimensioned them in its 10-Q filed Aug 18, 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.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding1.7MAug 14, 2026
+ Star Warrant (if exercised)96,141Jan 12, 2026
+ Warrant (if exercised)35,211Feb 26, 2026
Fully diluted estimate1.8M+7.9% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $389.7Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Sep 15, 2026$250.0M registeredfiling →
S-1Sep 3, 2026$47.2M registeredfiling →
S-1Sep 3, 2026$92.5M registeredfiling →

Last 12 months: 7 executed · 15 registered.

EXECUTEDNov 6, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDOct 29, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEOct 23, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 23, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
REGISTEREDOct 22, 2026S-1MEF registration — capacity to sell shares, not a sale yetS-1MEF →
EFFECTIVEOct 22, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEOct 22, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDOct 21, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A →
REGISTEREDOct 20, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A →
REGISTEREDOct 20, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A →
REGISTEREDOct 2, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A →
REGISTEREDOct 2, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A →

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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