Tessera Defense and Homeland Security Inc. (HLSQ) files reports with the U.S. Securities and Exchange Commission as a NYSE American-listed issuer. These SEC filings document both the company’s current activities as a physical security technology platform and its earlier history as BiomX Inc., a biotechnology business that reported under the PHGE ticker. The registrant’s CIK remains 0001739174 throughout this transition.
Annual reports on Form 10-K and quarterly reports on Form 10-Q provide detail on Tessera’s business description, risk factors, and financial statements. Each report should be read in the context of its reporting period and the business described at that time. Readers should note which periods describe BiomX’s biotechnology operations and which describe Tessera’s security-technology focus.
Current reports on Form 8-K are especially important for understanding key corporate events. An 8-K filed in connection with the September 11, 2026 name and ticker change explains that BiomX Inc. changed its legal name to Tessera Defense and Homeland Security Inc. and that its NYSE American listing transitioned from PHGE to HLSQ. That filing clarifies that the change did not create a new registrant but rebranded the existing company and reflects its shift toward physical security technology.
Other SEC filings, such as registration statements or proxy materials, can provide additional information on capital structure, corporate actions and governance. Historical filings under the BiomX name and PHGE ticker remain part of Tessera’s regulatory record and may be relevant for long-term financial analysis, and subsequent HLSQ filings can be read alongside this retained history to follow the security business.
Tessera Defense & Homeland Security Inc. (HLSQ) issued 5,332,617 restricted common shares to Mandragola Ltd. in three tranches between October 20 and October 23, 2026, following cashless exercises of portions of a five-year warrant. The cashless exercise terms use the lower closing bid price from the two trading days before exercise to calculate the Black-Scholes value of a Warrant Share, subject to a $0.10-per-share floor (as adjusted). Exercises are limited so Mandragola and its affiliates would not beneficially own more than 9.99% of outstanding common stock. Common shares outstanding were 25,995,794 as of October 23, 2026, after the issuances.
Stockholders approved adding 5,315,000 shares to the 2026 Equity Incentive Plan’s reserved and available shares, increasing the total from 685,000 to 6,000,000 after giving effect to the one-for-ten reverse split effected September 9, 2026. The amendment received 3,540,463 votes for and 187,380 against. Awards to Chief Executive Officer Michael Oster and Chief Financial Officer David Rokach are no longer subject to the stockholder-approval condition.
Tessera Defense & Homeland Security Inc. (HLSQ) issued 6,529,494 restricted common shares to Mandragola Ltd. between October 13, 2026 and October 19, 2026. The shares were issued in four tranches through cashless exercises of portions of a five-year warrant issued to Mandragola on April 13, 2026, in connection with Tessera’s acquisition of a 60% interest in Dr. Frucht Systems Ltd.
The warrant’s cashless exercise terms use a Black-Scholes-based calculation, subject to a floor of $0.10 per share, as adjusted, and limit exercises that would cause Mandragola and its affiliates to beneficially own more than 9.99% of Tessera’s common stock after exercise. Tessera reported 20,663,177 shares outstanding as of October 19, 2026, after the issuances.
Tessera Defense & Homeland Security Inc. (HLSQ) issued 195,000 restricted common shares to Mayers Ventures LLC for an equity interest in M.E.A. Testing Systems Ltd. and for an option to acquire the remaining interest held by MEA’s majority shareholder, Motomova Inc. It also issued 3,278,039 restricted common shares to Mandragola Ltd. in three tranches upon cashless exercises of portions of a five-year warrant.
The shares were issued in reliance on the Securities Act Section 4(a)(2) exemption. Through October 12, 2026, Tessera raised more than $6 million in net proceeds under its at-the-market program at an average net price of approximately $1.11 per share, adjusted for its one-for-ten reverse stock split. Common shares outstanding totaled 13,983,094 as of October 12, 2026, after the issuances and ATM sales.
The warrant’s cashless exercise calculation uses the lower of the closing bid prices from the two trading days before exercise, subject to a floor of $0.10 per share, as adjusted. Exercises are limited if Mandragola and its affiliates would beneficially own more than 9.99% of Tessera’s outstanding common stock afterward.
Tessera Defense & Homeland Security Inc. (HLSQ) entered into employment agreements with Chief Executive Officer Michael Oster and Chief Financial Officer David Rokach on October 7, 2026. Oster’s monthly salary is NIS 55,000 (approximately $18,000), with an annual performance-based cash bonus of up to 50% of base salary; Rokach’s monthly salary is NIS 35,000 (approximately $11,500).
Oster’s awards—an option to purchase up to 1,000,000 shares at $1.15 per share, 1,000,000 restricted stock units vesting over three years and 400,000 fully vested shares—are subject to stockholder approval of a proposed plan amendment at the October 20, 2026 special meeting and NYSE American approval to list the underlying shares. The amendment would increase shares reserved under the plan from 685,000 to 6,000,000. Performance awards use EBITDA-per-share thresholds of $0.05 for FY 2027 and $0.10 for FY 2028, with up to 500,000 shares each year. EBITDA and EBITDA per share are not measures calculated in accordance with U.S. GAAP. Rokach’s 180,000 fully vested shares also require stockholder approval.
Tessera reported more than $6 million in net proceeds through its at-the-market offering program; an existing financing source agreed to add $5 million in available resources through a line of credit. The company lists its going-concern qualification among risks.
Tessera Defense and Homeland Security Inc. (HLSQ) is asking stockholders to approve an amendment to its 2026 Equity Incentive Plan at a virtual special meeting on October 20, 2026. The amendment would add 5,315,000 shares to the plan reserve, increasing it from 685,000 to 6,000,000 shares, after the one-for-ten reverse stock split effected on September 9, 2026. The Board adopted the amendment subject to stockholder approval; it would take effect on the approval date. As of September 24, 2026, approximately 4,827 shares remained available for future grants.
The additional shares represent approximately 58.9% of the 9,026,478 common shares outstanding on the October 5, 2026 record date. The company says existing stockholders would experience dilution if the amendment is approved and all additional shares are ultimately issued. Proposal 1 requires a majority of votes cast; abstentions and broker non-votes have no effect. A separate proposal would authorize an adjournment if needed to solicit votes. The Board unanimously recommends voting FOR both proposals.
Tessera Defense & Homeland Security Inc. (symbol: HLSQ) is the issuer of record for a Form SCHEDULE 13D/A filing submitted to the SEC.
Tessera Defense & Homeland Security Inc. (HLSQ) is the issuer in a Schedule 13G in which Mandragola Ltd. and Gur Aryeh Segal, a director, report beneficial ownership of 553,800 shares, or 9.99% of the class, with sole voting and dispositive power reported over that amount. Mandragola separately states that it directly held 328,000 shares as of the report date, including 200,000 issued shares and 128,000 shares from four partial warrant exercises. All share counts are adjusted for the 1:10 reverse stock split effective September 9, 2026.
The transaction background says Tessera purchased Mandragola's 60% interest in Dr. Frucht Systems Ltd. for 92,300 common shares, pre-funded warrants for 92,300 shares, and a five-year warrant for 369,200 shares at $120.00 per share. Under a separate credit facility, Mandragola agreed to make up to $2.0 million available at 12% simple annual interest; the related note was converted in full on September 29, 2026, into 200,000 shares. The facility also included a five-year warrant for up to 200,000 shares, with cashless exercise under a contractual formula and cash exercise only when the trading price exceeds the applicable exercise price.
Tessera Defense & Homeland Security Inc. (HLSQ) entered into a new revolving line of credit with Mandragola for up to $5,000,000, in addition to the existing $2,000,000 line, which remains in effect. No advances had been made under the new line as of the report. Advances bear 12% simple annual interest, may be repaid and reborrowed, and each note matures October 5, 2029. Mandragola or a subsequent holder may convert unpaid principal and accrued interest at the lower of the common stock’s lowest NYSE American closing price during the five trading days immediately before conversion notice or $1.00 per share. Shares issued on conversion together with any related issuance may not exceed 19.99% of outstanding common stock unless stockholders approve; issuance also requires NYSE American authorization of a supplemental listing application.
Separately, from September 29, 2026 through October 2, 2026, Tessera issued Mandragola 2,690,500 restricted shares: 200,000 upon conversion of $95,020 in principal under an earlier credit-line note at $0.4751 per share, and 2,490,500 through cashless exercises of portions of its DFSL warrant. As of October 2, 2026, 8,920,240 common shares were outstanding after these issuances and shares sold under the at-the-market program.
Tessera Defense & Homeland Security Inc. (HLSQ) set a 2027 consolidated revenue target of approximately $14 million to $16 million and a 2029 target of approximately $30 million. Management expects 2027 revenue to be weighted toward the second half. Its stated 2027 target components are $7 million from backlog, signed contracts or purchase orders; $5 million from existing-customer expansion and identified commercial opportunities; and $3 million from new customers and future commercial opportunities.
Using the midpoint of the 2027 target, the company describes an implied revenue CAGR of approximately 40% from 2027 through 2029. The targets assume continued demand, customer-project execution, conversion of some identified opportunities and contributions from future acquisitions; they exclude companies Tessera has an unexercised option to acquire. The release also lists the company’s going-concern qualification and the risk it may not regain NYSE American continued-listing compliance.
Tessera Defense & Homeland Security Inc. (HLSQ) is asking stockholders to approve a proposed 5,315,000-share increase to its 2026 Equity Incentive Plan reserve, from 685,000 shares to 6,000,000 shares. These figures reflect the one-for-ten reverse stock split effected September 9, 2026. The Board adopted the amendment on September 24, subject to stockholder approval; it would become effective when approved. The October 20, 2026 special meeting also includes a proposal to authorize an adjournment if needed to solicit votes.
Approximately 4,827 shares remained available for future grants as of September 24, 2026. If the amendment is not approved, the current reserve remains in place, and the company says it would be unable to make sufficient equity awards to meet anticipated business needs until the Evergreen Provision begins on January 1, 2027. That provision provides for annual increases through January 1, 2036, equal to 4% of shares outstanding on the preceding December 31, or a lesser amount determined by the Board. If approved and all added shares are ultimately issued, existing stockholders would experience dilution in their proportionate voting power and economic interest.