UPDATE -- Tessera Defense and Homeland Security Inc. Increases Equity Investment Stake in M.E.A. Testing Systems

Tessera deepens its stake in MEA, adding a $475,000 convertible loan and securing a global perpetual license to MEA’s drone testing tech.

Rhea-AI Summary

Tessera Defense and Homeland Security (HLSQ) amended its investment agreement in M.E.A. Testing Systems, increasing its equity stake from 10% to 15% and expanding related financing and rights.

For the 15% interest in MEA, Tessera will provide consideration that includes 130,000 Tessera common shares and has agreed to issue an additional 65,000 shares, subject to NYSE American approval. Tessera will also extend a $475,000 convertible loan facility to MEA to fund working capital and drone-related activities; the loan may be converted at Tessera’s option into additional MEA equity, subject to NYSE American compliance and approval.

Tessera retains an exclusive option to acquire Motomova’s remaining holdings in MEA at a price tied to MEA’s audited fiscal 2027 results and will receive an exclusive, perpetual, worldwide license to MEA’s technology and know-how. MEA will remain majority owned by Motomova, with its management unchanged.

Positive

• Equity stake in MEA increased from 10% to 15%
• Consideration includes up to 195,000 Tessera shares, expanding exposure to MEA
• Provides MEA a $475,000 convertible loan to support drone-related growth
• Secures exclusive, perpetual, worldwide license to MEA’s testing technology and know-how
• Holds exclusive option to buy remaining MEA stake based on audited 2027 results

Negative

• Transaction may dilute shareholders through issuance of up to 195,000 new shares
• Advancing a $475,000 convertible loan adds capital at risk if MEA underperforms

Market Context

HLSQ was down 9.62% before publication, while the announcement advanced the Motomea transaction disc...

Analysis

HLSQ was down 9.62% before publication, while the announcement advanced the Motomea transaction disclosed on Sep 1, which included a minority interest and an option to acquire the remaining holdings.

Key Figures

Equity stake: 15% Common stock consideration: 130,000 shares Additional shares: 65,000 shares +2 more

Equity stake

15%

Amended investment, increased from 10%

Common stock consideration

130,000 shares

Consideration for the 15% MEA interest

Additional shares

65,000 shares

Subject to NYSE American approval

Convertible loan

$475,000

Facility to fund MEA working capital and drone-related activities

Option pricing basis

Fiscal year 2027

Price for acquiring Motomova's remaining MEA holdings based on audited results

Historical Context

1 past event · Latest: Sep 01

1 event

1. Sep 01

   Motomea investment disclosure

   24h Move

   +2.1%

   Disclosed a minority interest in Motomea with an option for the remaining holdings

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible loan, inertial dynamometer

2 terms

convertible loan financial

"Tessera also agreed to advance to MEA a convertible loan facility of $475,000"

A convertible loan is money lent to a company that can later be changed into shares instead of being repaid in cash. For investors it combines the safety of a loan—priority for repayment if things go wrong—with the potential upside of owning part of the company if its value rises; think of it as lending money that can be swapped for a slice of the company pie under pre-agreed terms. It matters because it affects returns and how much ownership existing shareholders will have.

inertial dynamometer technical

"created and patented the industry's first load-free inertial dynamometer systems"

A inertial dynamometer is a test device that measures an engine or motor’s torque and power by accelerating a known rotating mass and tracking how the machine speeds it up or slows it down. Think of it like measuring how fast a bicycle wheel spins when you push on the pedals: the wheel’s inertia and the change in speed reveal the rider’s effort. Investors care because such tests provide consistent, repeatable performance data used in product validation, quality control, and claims about efficiency or power that can affect sales and regulatory compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

The investment for 15% stake in Motomea includes the advance of $475,000 convertible loan with exclusive option to acquire the remainder; secures license to MEA’s drone testing technology

NETANYA, Israel, Sept. 16, 2026 (GLOBE NEWSWIRE) -- Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ) (“Tessera” or the “Company”) today announced that it has amended its existing investment agreement for the purchase of an equity stake in M.E.A. Testing Systems Ltd. (“MEA”, “Motomea”), an Israeli company that develops drone-related testing technology, from a 10% to 15% stake. As part of the original agreement, Tessera has secured an exclusive option to acquire the remaining interest in MEA held by its majority shareholder, Motomova Inc. (OTC: MTMV).

Motomea brings over a quarter-century of expertise to the field of electric motor and rotating-machine testing. The company provides testing solutions, including electric propulsion systems for drones, aircraft, robotics, and ground vehicles, to clients across the aerospace, automotive, energy, industrial, and transportation industries. Additionally, Motomea created and patented the industry's first load-free inertial dynamometer systems, enabling motor performance evaluations during acceleration and deceleration without requiring traditional external mechanical loads.

Under the transaction as amended, Tessera will acquire the 15% interest in MEA for consideration which includes 130,000 shares of Tessera common stock, and agreed to issue an additional 65,000 shares, subject to NYSE American approval. Tessera also agreed to advance to MEA a convertible loan facility of $475,000 to fund working capital and MEA’s drone-related activities. The loan may, at Tessera’s option, be converted into additional equity in MEA, subject to compliance with and approval of NYSE American. Additionally, as part of the closing, Tessera is to receive an exclusive, perpetual, worldwide license for MEA’s technology and know-how.

The option entitles Tessera to acquire Motomova’s remaining holdings in MEA at a price based on MEA’s audited results for fiscal year 2027.

"Drone threats are now a reality at every site we protect, and effective defense begins with rigorous testing," said Michael Oster, CEO of Tessera. "MEA adds a critical testing capability to Tessera's AI-driven security platform, which connects predictive intelligence, sensing, analysis, decisioning and response. Over the long term, what we learn from MEA's testing will strengthen many of those layers. This is part of our plan to deploy our recently raised funds to advance our growth strategy."

Following the transaction, MEA will remain majority owned by Motomova, and its management will remain unchanged.

About Tessera Defense and Homeland Security Inc.

Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ) is a physical security technology company providing integrated, bespoke security solutions that connect detection, intelligence and response across complex security environments. The Tessera platform integrates cameras, sensors, detection technologies, AI and other security infrastructure to identify threats, understand events and coordinate response in real time. Tessera provides the technology, hardware and implementation expertise needed to tailor security solutions to the specific requirements of each site, helping customers deploy and optimize integrated security systems across critical infrastructure and homeland security applications.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the investment in MEA, the integration of MEA’s technology with the Company’s platform, the Company’s intention or ability to exercise its option to acquire the remaining interest in MEA, the conversion of the loan and the issuance of additional shares, and the Company’s strategy and target markets. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, including risks related to the Company’s ability to execute its strategy, obtain NYSE American approval for the issuance of additional shares, complete due diligence on MEA, and integrate and commercialize acquired technologies, and those risks described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by the Form 10-K/A filed April 30, 2026, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Actual results may differ materially from those expressed or implied. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Media Contact:
Yair Ohayon, IR & Communication Manager Yairo@thlsq.ai

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does M.E.A. Testing Systems (MEA) specialize in?

MEA, also referred to as Motomea, develops drone-related testing technology. It offers testing solutions, including electric propulsion systems for drones, aircraft, robotics, and ground vehicles, serving aerospace, automotive, energy, industrial, and transportation clients. MEA also created and patented load-free inertial dynamometer systems that evaluate motor performance during acceleration and deceleration without external mechanical loads.

What ownership and management structure will MEA have after Tessera’s increased stake?

Following the transaction, MEA will remain majority owned by Motomova, and MEA’s management team will remain unchanged.

Under what conditions can Tessera issue the additional 65,000 shares and convert the loan?

The agreed additional 65,000 Tessera common shares and any conversion of the $475,000 loan into MEA equity are subject to compliance with, and approval from, NYSE American.