T3 Defense agrees to buy KeepZone AI for $1.0 million in stock
On October 26, 2026, T3 Defense Inc. (Nasdaq: DFNS) signed a Stock Purchase Agreement to acquire all outstanding shares of KeepZone AI Inc. from Nexera Technologies Ltd. The initial price is $1,000,000, payable at closing in T3 Defense common stock, with a cash earn-out of 50% of net profit over 24 months capped at $5,000,000, so shareholders may face dilution from the share issuance and the deal's outcome depends on closing conditions and KeepZone's future profit.
Key points
- Initial consideration is $1,000,000, payable at closing in common stock, based on the average closing price over the five trading days before closing.
- Seller may receive a cash earn-out equal to 50% of KeepZone's net profit for 24 months after closing, up to a maximum of $5,000,000.
- Either party may terminate the agreement if closing has not occurred within 60 days after signing, subject to certain exceptions.
- KeepZone is a homeland security technology distributor and integrator; the company will also issue a press release dated October 27, 2026.
The filing
Written by AI on Nov 9, 2026, 11:43 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 27, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.