Tessera Defense issues 6.53M restricted shares

The warrant’s calculation uses the lower of Tessera’s closing bid prices in the two trading days preceding each exercise.

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Restricted common shares issued: 6,529,494 shares Issuance tranches: 4 tranches Warrant term: 5 years +5 more

8 metrics

Restricted common shares issued 6,529,494 shares Issued between October 13, 2026 and October 19, 2026

Issuance tranches 4 tranches Cashless exercises by Mandragola Ltd.

Warrant term 5 years Warrant issued April 13, 2026

Acquired interest in Dr. Frucht Systems Ltd. 60% Tessera’s acquisition associated with the warrant

Cashless exercise floor $0.10 per share As adjusted

Beneficial ownership limit 9.99% Mandragola and its affiliates after an exercise

Common shares outstanding 20,663,177 shares As of October 19, 2026, after the issuances

Closing bid price lookback 2 trading days Preceding each exercise

Key Terms

cashless basis, Black-Scholes value, restricted securities, Section 4(a)(2)

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

"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.

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

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

How many shares did HLSQ issue to Mandragola?

Tessera issued 6,529,494 restricted common shares to Mandragola Ltd. between October 13, 2026 and October 19, 2026, in four tranches following cashless exercises of portions of the warrant.

What exemption did Tessera rely on for the HLSQ shares issued to Mandragola?

Tessera stated that it issued the shares in reliance on the Section 4(a)(2) exemption from registration under the Securities Act. It also described the shares as restricted securities within the meaning of Rule 144.

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

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Available on EDGAR 10/19/2026 - 05:25 PM EDT Accepted by SEC EDGAR 10/19/2026 - 05:25 PM EDT Learn about SEC filing dates

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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 13, 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 13, 2026 and October 19, 2026, Tessera Defense and Homeland Security Inc. (“Tessera” or the “Company”) issued 6,529,494 restricted shares of common stock to Mandragola Ltd. (the “Warrant Shares”) issued in four 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 19, 2026, after giving effect to the issuances described above, the Company had 20,663,177 shares of common stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 19, 2026
	By:	/s/ Michael Oster
	Name:	Michael Oster
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB