Tessera Defense signs CEO and CFO employment deals
Oster’s equity awards depend on approval of the plan increase and listing of the underlying shares; Rokach’s share award requires stockholder approval.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
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.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointTessera lists its going-concern qualification among identified risks.
8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
at-the-market offering program financial
good reason technical
payment in lieu of notice technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity compensation does HLSQ CEO Michael Oster receive under his agreement?
What funding did HLSQ report from its ATM program and line of credit?
What severance applies to HLSQ CEO Michael Oster after a change in control?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| 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) | |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensation of Chief Executive Officer
As previously disclosed, Michael Oster was appointed Chief Executive Officer of Tessera Defense and Homeland Security Inc. (the “Company”) as of March 4, 2026.
On October 7, 2026, the Company, its Israeli subsidiary, Tessera Defense and Homeland Security Israel Ltd. (the “Israeli Subsidiary”), and Mr. Oster entered into an employment agreement (the “Oster Agreement”). Since his appointment as Chief Executive Officer in March 2026, Mr. Oster has not received any remuneration for his services. The Oster Agreement was approved by the Compensation Committee (the “Committee”) and the Board of Directors of the Company (the “Board”) on October 7, 2026.
Pursuant to the Oster Agreement, Mr. Oster is entitled to a monthly salary of NIS 55,000 (approximately $18,000). Mr. Oster is also eligible to receive an annual performance-based cash bonus of up to 50% of annual base salary, based on conditions and performance metrics set each year by the Committee, the Board and the board of directors of the Israeli Subsidiary.
Subject to stockholder approval at the Company's Special Meeting of Stockholders scheduled for October 20, 2026 (the "Special Meeting") of a proposed amendment to the Company's 2026 Equity Incentive Plan (the "Plan") increasing the number of shares reserved for issuance under the Plan from 685,000 to 6,000,000, Mr. Oster will be entitled to receive the following under the Plan:
| ● | 400,000 fully vested shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), in recognition of his contributions to the Company before the effective date of the Oster Agreement; |
| ● | 1,000,000 restricted stock units, 25% of which will vest on December 31, 2026, with the remaining 75% vesting in equal quarterly installments over the following 24 months; and |
| ● | an option to purchase up to 1,000,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable for two years from the date of the Oster Agreement. |
In addition, Mr. Oster will be eligible to receive performance-based grants of fully vested shares of Common Stock under the Plan for each of fiscal years 2027 and 2028, as follows:
| ● | Fiscal Year 2027: If the Company's EBITDA per share for fiscal year 2027 exceeds $0.05, Mr. Oster will receive 200,000 shares, plus an additional 100,000 shares for each whole cent by which EBITDA per share exceeds $0.05, up to a maximum of 500,000 shares. |
| ● | Fiscal Year 2028: If the Company's EBITDA per share for fiscal year 2028 exceeds $0.10, Mr. Oster will receive 200,000 shares, plus an additional 100,000 shares for each whole cent by which EBITDA per share exceeds $0.10, up to a maximum of 500,000 shares. |
Any shares earned for a fiscal year will be granted within 30 days after the Board approves the Company's annual financial statements for that year. Under the Oster Agreement, "EBITDA" means the Company's earnings before net financing expenses, income taxes, depreciation and amortization, calculated from its audited consolidated annual financial statements prepared in accordance with U.S. GAAP. "EBITDA per share" means EBITDA divided by the weighted average number of shares of Common Stock outstanding used to calculate basic earnings per share.
Either party may terminate the Oster Agreement upon 120 days’ prior written notice. If the Company terminates the Oster Agreement without cause, or if Mr. Oster resigns for good reason (defined in the Oster Agreement as a fundamental reduction of his base salary or compensation, a material reduction of his authority or reporting line, or a requirement to relocate outside Israel), in each case after notice and a 30-day cure period, Mr. Oster will be entitled to six months’ base salary in addition to payment in lieu of notice, in each case, subject to signing a customary release of claims. If, within 12 months after a change in control (or within three months before it, if the termination is at the acquirer’s request or in connection with the change in control), Mr. Oster’s employment is terminated without cause or he resigns for good reason, then, instead of the payment described above and subject to signing a release, he will be entitled to 12 months’ base salary in addition to payment in lieu of notice, a pro rata annual bonus for the year of termination (based on actual performance or, if it cannot be determined, 50% of the maximum bonus), full vesting of all unvested equity awards, and an extension of the exercise period of vested options to 12 months after termination, but not beyond their original expiration date.
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The Oster Agreement provides customary employee benefits, expense reimbursement, indemnification, and directors’ and officers’ liability insurance. It also includes confidentiality, non-competition (twelve months), and non-solicitation (twelve months) covenants.
Compensation of Chief Financial Officer
As previously disclosed, David Rokach was appointed Chief Financial Officer of the Company on February 27, 2026.
On October 7, 2026, the Company, the Israeli Subsidiary and Mr. Rokach entered into an employment agreement (the “Rokach Agreement”). Since his appointment as Chief Financial Officer in February 2026, Mr. Rokach has not received any remuneration for his services. The Rokach Agreement was approved by the Committee and the Board on October 7, 2026.
Pursuant to the Rokach Agreement, Mr. Rokach is entitled to a monthly salary of NIS 35,000 (approximately $11,500). In addition, subject to stockholder approval at the Special Meeting of the proposed amendment to the Plan, he is entitled to 180,000 fully vested shares of Common Stock in recognition of his contribution before the effective date of the Rokach Agreement.
Either party may terminate the Rokach Agreement on 30 days’ written notice.
The Rokach Agreement provides customary employee benefits, expense reimbursement, indemnification, and directors’ and officers’ liability insurance. It also includes confidentiality, non-competition (twelve months), and non-solicitation (twelve months) covenants.
The foregoing description of the Oster Agreement and the Rokach Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, an English translation of which is filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 7, 2026, the Company issued a press release announcing the Oster Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1# | Employment Agreement dated as of October 7, 2026 among Tessera Defense and Homeland Security Inc., Tessera Defense and Homeland Security Israel Ltd. and Michael Oster (English translation) | |
| 10.2# | Employment Agreement dated as of October 7, 2026 among Tessera Defense and Homeland Security Inc., Tessera Defense and Homeland Security Israel Ltd. and David Rokach (English translation) | |
| 99.1 | Press release dated October 7, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Indicates a management contract or compensatory plan or arrangement. Certain personal information has been omitted from the exhibit under Item 601(a)(6) of Regulation S-K. |
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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 7, 2026 | |
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Tessera Announces Employment Agreement with Chief Executive Officer Michael Oster
Agreement includes options to purchase 1,000,000 shares at $1.15 per share and performance-based award tied to earnings, with thresholds above $0.05 EBITDA per share for 2027
Netanya, Israel, October 7, 2026 – Tessera Defense and Homeland Security Inc. (“Tessera” or the “Company”) (NYSE American: HLSQ) today announced that the Company and its wholly owned Israeli subsidiary have entered into an employment agreement with Michael Oster, the Company’s Chief Executive Officer. Mr. Oster was appointed CEO of the Company as of March 4, 2026.
Under the agreement, Mr. Oster is entitled to, subject to the approvals described below, an option to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $1.15 per share, as well as 1,000,000 restricted stock units vesting over three years and 400,000 fully vested shares of common stock in recognition of his service since March 2026.
A portion of Mr. Oster’s equity compensation will be tied to the Company’s EBITDA per share. For FY 2027, Mr. Oster will be entitled to 200,000 shares if EBITDA per share exceeds $0.05, plus an additional 100,000 shares for each full cent ($0.01) above that level, up to a maximum of 500,000 shares.
For FY 2028, the same structure applies above a threshold of $0.10 per share, also up to a maximum of 500,000 shares. For this purpose, EBITDA means earnings before net financing expenses, income taxes, depreciation and amortization, and EBITDA per share means EBITDA divided by the weighted average number of shares outstanding used to calculate basic earnings per share, in each case based on the Company’s audited consolidated financial statements for the relevant year, prepared in accordance with U.S. GAAP.
EBITDA and EBITDA per share are not measures calculated in accordance with U.S. GAAP. All of the equity awards described above, including the fully vested shares, are subject to required corporate approvals, including stockholder approval of an increase in the number of shares available under the Company’s equity incentive plan, as well as NYSE American approval of the listing of the underlying shares.
In addition, Mr. Oster is the acting Chairman of the Board of Directors of the Company’s subsidiaries.
To date, the Company has also raised more than $6 million in net proceeds through its at-the-market offering program at an average net price of approximately $1.15 per share, as adjusted for the Company’s one-for-ten reverse stock split. In addition, an existing financing source of the Company recently agreed to increase the Company’s available resources by $5 million through a line of credit to support the Company’s business.
“Michael has led Tessera through a fundamental transformation,” said Reuven Yeganeh, a Director. “He has overseen the company’s move from biotechnology into defense and homeland security technology, completed the acquisitions of Zorronet and DFSL, and laid the foundation for additional growth. This agreement reflects the Board’s confidence in his leadership and aligns a meaningful portion of his compensation with stockholder interests through EBITDA-per-share performance.”
“I am grateful to the Board for its confidence, and I believe deeply in Tessera, our people and our technology,” said Michael Oster, CEO of Tessera. “Linking a significant part of my compensation to EBITDA per share reflects my conviction in our path to profitable growth. My interests are aligned with those of our stockholders, and I am fully committed to building long-term value for them.”
Further details of Mr. Oster’s compensation arrangement are included in a Current Report on Form 8-K filed today with the Securities and Exchange Commission (the “SEC”).
Additional Information and Where to Find It
The equity awards to Mr. Oster are conditioned on stockholder approval of the amendment to the 2026 Equity Incentive Plan at the Company’s Special Meeting of Stockholders to be held on October 20, 2026 (the “Special Meeting”). The Company has filed a definitive proxy statement for the Special Meeting with the SEC and will file a supplement to it describing these awards. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE SUPPLEMENT, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents are available free of charge at www.sec.gov and at https://www.cstproxy.com/tessera/2026. The Company and its directors and executive officers, including Mr. Oster, may be deemed participants in the solicitation of proxies for the Special Meeting. Information about their interests is set forth in the definitive proxy statement and will be set forth in the supplement.
About Tessera Defense and Homeland Security Inc. (Formerly BiomX 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, energy, digital infrastructure and homeland security applications.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “expects,” “intends,” “plans,” “believes,” “targets,” “will,” “may,” “anticipates,” “estimates,” “potential,” “projects,” and similar expressions. These forward-looking statements include, among other things, statements regarding the Company’s expectations regarding future growth and profitability; the potential achievement of the EBITDA-per-share performance thresholds applicable to Mr. Oster’s equity compensation for fiscal years 2027 and 2028; the potential issuance of shares pursuant to such performance-based awards; the availability and use of funds under the Company’s at-the-market offering program and line of credit; and the receipt of required corporate approvals, including stockholder approval of an increase in the Company’s equity incentive plan.
These statements are based on the Company’s current expectations, assumptions and strategic plans and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied. There can be no assurance that the Company will achieve any particular level of EBITDA or EBITDA per share, that any of the performance-based equity awards will be earned or issued, or that the required corporate or stockholder approvals will be obtained.
These risks and uncertainties include, among others: the risk that the Company may not achieve the EBITDA-per-share thresholds applicable to the performance-based equity awards; the risk that the Company’s revenue, expenses, profitability, number of shares outstanding or other financial results may differ materially from current expectations; the Company’s ability to successfully execute its business strategy and achieve profitable growth; the Company’s ability to integrate and commercialize its technologies and acquired businesses; changes in customer demand, competitive conditions, government or private-sector spending, procurement processes, regulatory requirements, geopolitical conditions, supply-chain conditions or other market factors; the Company’s ability to raise additional capital and execute its business and strategic initiatives; the Company’s going concern qualification; the risk that required corporate or stockholder approvals relating to the equity awards or the Company’s equity incentive plan may not be obtained; the risk that the Company may not regain compliance with the NYSE American continued listing standards within the plan period or at all; the risk that the Company may not make progress consistent with its compliance plan; the possibility that the Company’s common stock may be suspended from trading or delisted from the NYSE American; and the other risks described in the Company’s filings with the SEC, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026, as supplemented by the Form 10-K/A filed with the SEC on April 30, 2026, the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 19, 2026, as well as the Company’s other filings with the SEC.
The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations Contact
Yair Ohayon
Yairo@thlsq.ai