Tessera Defense raises over $6M in stock offering

Q: Why did HLSQ issue shares to Mayers Ventures?

Tessera issued 195,000 restricted common shares to Mayers Ventures LLC for an equity interest in M.E.A. Testing Systems Ltd. and for the grant to Tessera of an option to acquire the remaining interest held by MEA’s majority shareholder, Motomova Inc.

Management may temporarily halt common-stock sales under the ATM program while evaluating capital needs in changing market conditions.

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Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Acquisition shares issued: 195,000 shares Warrant shares issued: 3,278,039 shares DFSL interest acquired: 60% +5 more

8 metrics

Acquisition shares issued 195,000 shares Issued to Mayers Ventures LLC between October 6, 2026 and October 12, 2026

Warrant shares issued 3,278,039 shares Issued to Mandragola Ltd. in three tranches upon cashless exercises

DFSL interest acquired 60% Tessera’s interest in Dr. Frucht Systems Ltd.

ATM net proceeds More than $6 million Raised through October 12, 2026

Average net ATM price Approximately $1.11 per share Adjusted for the one-for-ten reverse stock split

Common shares outstanding 13,983,094 shares As of October 12, 2026, after the described issuances and ATM sales

Warrant ownership limit 9.99% Beneficial ownership cap after exercise for Mandragola and its affiliates

Cashless exercise price floor $0.10 per share, as adjusted DFSL Warrant exercise calculation

Key Terms

cashless basis, Black-Scholes value, restricted securities, at-the-market offering program

4 terms

cashless basis financial

"exercisable on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Black-Scholes value financial

"equal to the Black-Scholes value of a Warrant Share"

restricted securities regulatory

"The shares are “restricted securities” within the meaning of Rule 144"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

at-the-market offering program financial

"raised more than $6 million in net proceeds through its at-the-market offering program"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

FAQ

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

How many shares did HLSQ issue?

Between October 6, 2026 and October 12, 2026, Tessera issued 195,000 restricted common shares to Mayers Ventures LLC and 3,278,039 restricted common shares to Mandragola Ltd. The Mandragola shares were issued in three tranches upon cashless exercises of portions of its warrant.

How much did HLSQ raise through its ATM program?

Through October 12, 2026, Tessera raised more than $6 million in net proceeds through its at-the-market offering program at an average net price of approximately $1.11 per share, adjusted for the one-for-ten reverse stock split.

What limits apply to Mandragola's HLSQ warrant exercises?

The warrant cannot be exercised to the extent that Mandragola and its affiliates would beneficially own more than 9.99% of Tessera’s outstanding common stock after exercise. Its cashless exercise calculation uses the lower of the closing bid prices in the two trading days before exercise, subject to a floor of $0.10 per share, as adjusted.

Why did HLSQ issue shares to Mayers Ventures?

Tessera issued 195,000 restricted common shares to Mayers Ventures LLC for an equity interest in M.E.A. Testing Systems Ltd. and for the grant to Tessera of an option to acquire the remaining interest held by MEA’s majority shareholder, Motomova Inc.

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

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Available on EDGAR 10/13/2026 - 05:10 PM EDT Accepted by SEC EDGAR 10/13/2026 - 05:10 PM EDT

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 6, 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)		(IRS 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 6, 2026 and October 12, 2026, Tessera Defense and Homeland Security Inc. (“Tessera” or the “Company”) issued (i) 195,000 restricted shares of common stock (the “Acquisition Shares”) to Mayers Ventures LLC (“Mayers”) in respect of the acquisition of an equity interest in M.E.A. Testing Systems Ltd., an Israeli company that develops testing systems for drones and unmanned systems (“MEA”), and for the grant to the Company of an option to acquire the remaining interest in MEA held by Motomova Inc., MEA’s majority shareholder, and (ii) 3,278,039 restricted shares of common stock to Mandragola Ltd. (the “Warrant Shares”) issued 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 and the Acquisition 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 12, 2026, after giving effect to the issuances described above and to shares sold under the Company’s at-the-market offering program, the Company had 13,983,094 shares of common stock outstanding.

Item 8.01 Other Events.

Through October 12, 2026, the Company has raised more than $6 million in net proceeds through its at-the-market offering program at an average net price of approximately $1.11 per share, as adjusted for the Company's one-for-ten reverse stock split which was implemented as of September 9, 2026. The Company’s management is continuously evaluating its capital needs in light of the changing market conditions and may, when management deems it appropriate, temporarily halt sales of its common stock under the at-the-market offering program.

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 13, 2026

	By:	/s/ Michael Oster
	Name:	Michael Oster
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents