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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):
September 16, 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 1.01 Entry into a Material Definitive Agreement.
On September 16, 2026, Tessera Defense and Homeland
Security Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Share Purchase and Option
Agreement dated August 5, 2026 (the “Agreement”) between the Company and Mayers Ventures LLC (the “Seller”). The
Agreement, as previously reported in the Company’s Current Report on Form 8-K filed August 11, 2026, provides for the purchase by
the Company 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.
(“Motomova”), MEA’s majority shareholder. On the same date, the Company also entered into a Technology License Agreement
(the “License Agreement”) with MEA, and completed the closing of the purchase of the initial 10% interest in
MEA provided for in the Agreement, each as described below.
Increase in the Purchased Interest. The
Amendment increases the interest to be acquired by the Company at the closing under the Agreement from 324,573 shares of MEA, representing
10% of MEA’s share capital on a fully diluted basis, to 486,860 shares, representing 15% of MEA’s share capital on a fully
diluted basis.
Consideration. The Amendment amends the
consideration payable by the Company to consist of (i) 130,000 shares of the Company’s common stock issuable at the closing, being
the 1,300,000 shares provided for in the Agreement as adjusted for the Company’s one-for-ten reverse stock split effective September
9, 2026, and (ii) an additional 65,000 shares of common stock issuable at the closing as consideration for the increase in the purchased
interest, subject to authorization by the NYSE American of the listing of those shares. The cash payment of $50,000 provided for in the
Agreement is replaced by an advance of $50,000 under the loan described below, to be applied by the Seller to amounts owed to the noteholders
of Motomova. That advance is made as a loan, bears interest and is repayable in accordance with its terms, and does not constitute consideration
for the purchased interest. The 195,000 shares issuable under the Agreement, as amended, represent approximately 4.5% of the Company’s
outstanding common stock as of the date hereof.
Convertible Loan. The Amendment provides
for the Company to make available to the Seller an unsecured loan facility of up to $475,000, bearing interest at 12% per annum, inclusive
of the $50,000 advance described above, to be advanced in one or more tranches at the Seller’s request. The Company has no obligation
to advance any amount before the closing. The loan matures on the second anniversary of the closing. The Seller is required to apply the
proceeds to amounts owed to the noteholders of Motomova, to the working capital of MEA and to MEA’s drone-related activities, in
each case by way of advances by the Seller to Motomova or MEA. At any time before repayment, the Company may elect to convert the outstanding
principal and accrued interest into ordinary shares of MEA at a price per share determined by reference to the lower of a multiple
of MEA’s EBITDA for the fiscal year ending December 31, 2027 and a valuation of $10,000,000. No conversion may result in the Company
holding, together with the shares purchased at the closing, 19.999% or more of MEA’s share capital on a fully diluted basis. Any
portion of the loan that cannot be converted without exceeding that limit remains outstanding as a non-convertible loan bearing interest
at the same rate and is repaid at maturity.
Other Terms. The option granted to the
Company under the Agreement to acquire Motomova’s remaining interest in MEA, exercisable through June 30, 2028 at a price based
on MEA’s audited results for the fiscal year ending December 31, 2027, is unchanged, except that the shares subject to the option
are Motomova’s holdings in MEA remaining after the transfer of the increased purchased interest. The Amendment is an amendment
of the purchase provided for in the Agreement and is not an exercise, in whole or in part, of that option. The conditions to closing
under the Agreement, including the entry into a license agreement between the Company and MEA and the authorization by the NYSE American
of the listing of the shares to be issued, are unchanged.
License
Agreement. Under the License Agreement, MEA granted to the Company a perpetual, irrevocable, worldwide, fully paid-up
and royalty-free license, with the right to sublicense, under their patents, know-how and improvements, including their inertial dynamometer
and regenerative dynamometer technologies and MEA’s drone testing solutions. The license is exclusive with respect to the testing,
validation and evaluation of unmanned aerial vehicles and systems and their propulsion systems and components, and non-exclusive with
respect to other defense, security and homeland security applications. Where an application falls within both, the license is exclusive.
The license does not extend to the licensors’ other fields of use, including automotive and industrial motor testing. The license
is fully transferable by the Company without the licensors’ consent. No separate royalty or license fee is payable by the Company,
the license having been granted as part of the consideration under the Agreement. The Company has accepted the License Agreement in satisfaction
of the closing condition in the Agreement relating to the grant of a technology license. The License Agreement is governed by the laws
of the State of Israel.
Closing
of the Initial Purchase. On September 16, 2026, the Company completed the closing of the purchase of 324,573 shares of MEA, representing
10% of MEA’s share capital on a fully diluted basis, and issued 130,000 shares of its common stock to the Seller as consideration.
The increase in the purchased interest from 10% to 15% provided for in the Amendment, and the issuance of the additional 65,000 shares
of common stock, remain subject to authorization by the NYSE American of the listing of those shares.
The
foregoing descriptions of the Amendment and the License Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of those agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K
and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 with respect to the shares of common stock issuable to the Seller under the Agreement, as amended,
is incorporated into this Item 3.02 by reference. On September 16, 2026, in connection with the closing described in Item 1.01, the Company
issued 130,000 shares of common stock to the Seller. The remaining 65,000 shares issuable under the Agreement, as amended, will be issued
upon authorization by the NYSE American of the listing of those shares. All such shares were or will be issued in a transaction not involving
a public offering in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended,
and bear a restrictive legend. The shares will bear a restrictive legend. No underwriting discounts or commissions were or will be paid
in connection with the issuance.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Share Purchase and Option Agreement, dated September 16, 2026, between Tessera Defense and Homeland Security Inc. and Mayers Ventures LLC. |
| 10.2 |
|
Technology License Agreement, dated September 16, 2026, between Tessera Defense and Homeland Security Inc. and M.E.A. Testing Systems
Ltd. |
| 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: September 22, 2026 |
|
| |
|
|
| By: |
/s/ Michael Oster |
|
| Name: |
Michael Oster |
|
| Title: |
Chief Executive Officer |
|
