T3 Defense borrows $3 million from Esousa under short-term note

T3 Defense Inc. (Nasdaq: DFNS) executed and delivered a $3 million Term Note to Esousa Group Holdings LLC on September 8, 2026, carrying interest of 1% per month. Repayment is due at the earliest of December 8, 2026, consummation of a contemplated $10 million Series B Convertible Preferred Stock sale under a February 24 securities purchase agreement, or another financing with gross proceeds of at least $3 million. The company disclosed the borrowing in its September 11 Form 8-K, accession 0001185185-26-003953; the exhibit list describes the note as dated as of September 9.

FACT — Borrowing terms and repayment timing

T3 Defense reported the borrowing under Item 2.03, which covers creation of a direct financial obligation. The filing says the company executed and delivered the note on September 8 and borrowed $3 million from an institutional lender. Exhibit 10.54 identifies that lender as Esousa Group Holdings LLC and the borrower, described as the Maker, as T3 Defense Inc., a Delaware corporation.

The note's ordinary interest rate is 1% per month. Interest is payable in arrears on the maturity date, together with the principal and all accrued and unpaid interest. Amounts due may be prepaid at any time without penalty.

December 8, 2026, is one of three alternative maturity triggers. The other two are consummation of transactions contemplated by the February 24, 2026, Securities Purchase Agreement between T3 Defense and the lender, and consummation of another financing producing at least $3 million in gross proceeds. The exhibit excludes the transaction covered by the securities purchase agreement from that third trigger. The earliest of the three events determines when payment is due.

CONTEXT — The preferred sale is a repayment trigger

Item 2.03 describes the securities purchase agreement trigger more specifically as consummation of the sale of $10 million of Series B Convertible Preferred Stock. The note itself refers to consummation of the transactions contemplated by that agreement. Those descriptions identify a condition that would bring the note due. They do not establish that the preferred stock sale has closed.

The repayment structure makes the timing of a qualifying financing relevant alongside the December date. A qualifying transaction occurring sooner would trigger repayment sooner under the stated terms. Readers should therefore treat December 8 as one possible maturity date within an earliest-event provision, rather than assume the debt will remain outstanding until then.

FACT — Default rate, signatures and filing dates

Upon an Event of Default, the note provides for interest at 18% per annum from the date of default through payment in full. That is a conditional default provision; the ordinary contractual rate is 1% per month. The supplied filing facts do not establish that an Event of Default has occurred.

Menachem Shalom signed the note for T3 Defense as President. Michael Wachs accepted it for Esousa as Managing Member. The Form 8-K was signed on September 11 by Shalom as Chief Executive Officer.

The issuance date stated in the note is September 8, 2026, matching the Form 8-K's period of report and the execution-and-delivery date described in Item 2.03. Separately, the exhibit list calls Exhibit 10.54 a Term Note dated as of September 9, 2026. Both dates are retained here as described in the documents.

The SEC filing was accepted September 11, 2026, at 17:25:26. This account concerns that Friday filing and the September 8 borrowing. The Item 2.03 summary is qualified in its entirety by the full text of Exhibit 10.54.

UNKNOWN — What the disclosure does not establish

The supplied disclosure does not state a use of proceeds or establish whether the contemplated preferred financing, or another financing meeting the $3 million threshold, has occurred. It supplies no basis here for preferred share counts, conversion pricing or dividends.

The reported event is the $3 million borrowing. The maturity reference to preferred stock does not establish conversion mechanics for this Term Note, equity dilution, at-the-market programs sales or warrant exercises. Collateral, guarantees, market reaction and operating performance are not established by the supplied facts. The next factual question is which contractual maturity trigger occurs first and when principal and accrued interest are repaid.

Form 8-K AccNo 0001185185-26-003953 (Items 2.03 and 9.01; Exhibit 10.54 Term Note).