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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 20, 2026
TESSERA
DEFENSE AND HOMELAND SECURITY INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38762 |
|
82-3364020 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
850
New Burton Road, Suite 201, Dover, Delaware 19904
(Address
of principal executive offices, including zip code)
(972)
52-437-4900
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
HLSQ |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities
Between October 20, 2026 and October 23, 2026, Tessera Defense and Homeland Security Inc. (the “Company”) issued 5,332,617
restricted shares of common stock to Mandragola Ltd. (the “Warrant Shares”) in three tranches upon cashless exercises
by Mandragola of portions of the five-year warrant issued (the “DFSL Warrant”) to Mandragola on April 13, 2026 in connection
with the Company’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. (“DFSL”).
The DFSL Warrant is exercisable on a cashless
basis for such number of shares of common stock equal to the Black-Scholes value of a Warrant Share, as set out in the DFSL Warrant, using
the lower of the closing bid prices of the Company’s common stock in the two trading days preceding the exercise, subject to a floor
of $0.10 per share (as adjusted). The DFSL Warrant may not be exercised to the extent that Mandragola, together with its affiliates, would
beneficially own more than 9.99% of the Company’s outstanding common stock after the exercise.
The Warrant Shares were issued in reliance on
the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The shares are “restricted securities” within the meaning of Rule 144 under the Securities Act.
As of October 23, 2026, after giving effect to
the issuances described above, the Company had 25,995,794 shares of common stock outstanding.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
At the Special Meeting described in Item 5.07 below, the stockholders of the Company approved Amendment No. 2 to the Company’s 2026
Equity Incentive Plan (the “Plan”), which the Company’s Board of Directors adopted on September 24, 2026, subject to
stockholder approval. Amendment No. 2 increased the number of shares of the Company’s common stock reserved and available for issuance
under the Plan by 5,315,000 shares, from 685,000 shares to 6,000,000 shares, in each case after giving effect to the Company’s one-for-ten
reverse stock split effected on September 9, 2026. A summary of the Plan, as amended by Amendment No. 2, is included under “Proposal
1” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2026 (the “Proxy
Statement”), and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety
by reference to the full text of Amendment No. 2, which is attached as Annex A to the Proxy Statement and incorporated herein by reference.
As
a result of the stockholder approval, the equity awards to Michael Oster, the Company’s Chief Executive Officer, and David Rokach, the Company’s Chief Financial Officer, described in Item
5.02 of the Company’s Current Report on Form 8-K filed on October 7, 2026, which were subject to stockholder approval of Amendment
No. 2, are no longer subject to that condition.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The Company held a Special Meeting of Stockholders (the “Special Meeting”) on October 20, 2026 in a virtual meeting format.
As of October 5, 2026, the record date for the Special Meeting, there were 9,026,478 shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), outstanding and entitled to vote. A total of 3,728,434 shares were represented in
person (virtually) or by proxy at the Special Meeting, representing approximately 41.3% of the shares entitled to vote and constituting
a quorum. There were no broker non-votes at the Special Meeting because each proposal was considered a non-routine matter. The vote results
detailed below represent the final results as certified by the Inspector of Election. Each proposal is described in detail in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2026.
Proposal
1: Approval of Amendment to the 2026 Equity Incentive Plan.
The
Company’s stockholders approved an amendment to the Company’s 2026 Equity Incentive Plan to increase the number of shares
of Common Stock reserved and available for issuance under the plan by 5,315,000 shares, from 685,000 shares to 6,000,000 shares, in each
case after giving effect to the Company’s one-for-ten reverse stock split effected on September 9, 2026. The voting results were
as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 3,540,463 |
|
187,380 |
|
591 |
|
0 |
Proposal
2: Adjournment Proposal.
The
Company’s stockholders approved the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional
proxies if there were insufficient votes to approve Proposal 1. The voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 3,598,806 |
|
128,987 |
|
641 |
|
0 |
Because
Proposal 1 received sufficient votes for approval, no adjournment of the Special Meeting was necessary.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
TESSERA DEFENSE AND HOMELAND SECURITY
INC. |
| |
|
| Date: October 23, 2026 |
By: |
/s/ Michael Oster |
| |
Name: |
Michael Oster |
| |
Title: |
Chief Executive Officer |
