Tessera Defense and Homeland Security Inc. (HLSQ) files reports with the U.S. Securities and Exchange Commission as a NYSE American-listed issuer. These SEC filings document both the company’s current activities as a physical security technology platform and its earlier history as BiomX Inc., a biotechnology business that reported under the PHGE ticker. The registrant’s CIK remains 0001739174 throughout this transition.
Annual reports on Form 10-K and quarterly reports on Form 10-Q provide detail on Tessera’s business description, risk factors, and financial statements. Each report should be read in the context of its reporting period and the business described at that time. Readers should note which periods describe BiomX’s biotechnology operations and which describe Tessera’s security-technology focus.
Current reports on Form 8-K are especially important for understanding key corporate events. An 8-K filed in connection with the September 11, 2026 name and ticker change explains that BiomX Inc. changed its legal name to Tessera Defense and Homeland Security Inc. and that its NYSE American listing transitioned from PHGE to HLSQ. That filing clarifies that the change did not create a new registrant but rebranded the existing company and reflects its shift toward physical security technology.
Other SEC filings, such as registration statements or proxy materials, can provide additional information on capital structure, corporate actions and governance. Historical filings under the BiomX name and PHGE ticker remain part of Tessera’s regulatory record and may be relevant for long-term financial analysis, and subsequent HLSQ filings can be read alongside this retained history to follow the security business.
BiomX Inc. (PHGE) is the subject of this Amendment No. 5 to a Schedule 13G/A filed by the Cystic Fibrosis Foundation. The foundation reports beneficial ownership of 174,276 shares of BiomX common stock, representing 1.47% of the class, with sole voting and dispositive power over all reported shares. The filing indicates that the Cystic Fibrosis Foundation now owns 5 percent or less of BiomX’s common stock.
BiomX Inc. (PHGE) reports a major strategic and financial transformation for the quarter ended June 30, 2026, shifting from phage-based drug development to defense, security and critical infrastructure technology. It completed business acquisitions of ZorroNet and a 60% stake in DFSL, adding $25.4 million of goodwill and other intangibles and creating $6.8 million of non‑controlling interests. Total assets rose to $28.2 million from $5.8 million at December 31, 2025, and stockholders’ equity moved from a deficit of $(1.3) million to positive equity of $17.6 million, driven largely by these transactions and warrant-related equity issuances.
Operations remain highly loss‑making and cash‑constrained. Revenue for the first half of 2026 was $0.3 million, while net loss was $23.0 million, including large non‑cash charges from warrant and derivative remeasurement and a $5.2 million day‑one loss on a financing transaction, partly offset by a $1.9 million gain from deconsolidating insolvent BiomX Israel. Operating cash outflow was $6.6 million and period‑end cash and cash equivalents were only $0.3 million. Management explicitly states there is substantial doubt about the company’s ability to continue as a going concern absent additional financing, and plans to rely on equity/debt raises, an at‑the‑market program, and new revenue from DFSL and ZorroNet.
Nantahala Capital Management, LLC, along with Wilmot B. Harkey and Daniel Mack, reports beneficial ownership of BiomX Inc. common stock. As of June 30, 2026, they may be deemed to beneficially own 730,551 shares, including 95,556 shares that may be acquired within sixty days through exercise of convertible securities.
This position represents 7.13% of BiomX’s outstanding common stock for each reporting person. All 730,551 shares are reported with shared voting and shared dispositive power; none of the reporting persons has sole voting or dispositive power over these shares.
BiomX Inc. shareholder group led by Telmina Limited and related entities filed an amendment updating beneficial ownership of the company’s common stock. The group, including Telmina Limited, Centaurus Investments Limited, Geneva Holding Company (GHC) SA, Geneva Trust Company (GTC) SA, and individual Rodney Hodges, reports beneficial ownership of 82,618 shares of common stock.
The holdings represent 0.7% of BiomX’s common stock, based on 11,797,449 shares outstanding as of June 22, 2026, as referenced in a prospectus. The reported position includes 33,934 warrants held by Telmina Limited that are exercisable within 60 days of August 13, 2026. Voting and dispositive power over all 82,618 shares is reported as shared among the reporting persons, with no sole voting or dispositive power.
BiomX Inc. entered into a Share Purchase and Option Agreement with Mayers Ventures LLC to acquire 324,573 MEA shares, representing 10% of M.E.A. Testing Systems Ltd. and its affiliated Indian company. As consideration, BiomX will pay $50,000 and issue 1,300,000 restricted BiomX common shares, with closing subject to NYSE American approval of a supplemental listing application and execution of an exclusive, perpetual worldwide license to the MEA Companies’ technology, including drone testing solutions.
BiomX also received an exclusive option, exercisable through June 30, 2028, to acquire approximately 78.9% additional MEA equity from Motomova Inc. The option price will equal either 2× net revenue or 4× EBITDA of the MEA Companies for the year ending December 31, 2027, multiplied by the percentage acquired, payable in cash, BiomX stock, or both on a cash-free, debt-free basis. Until the option expires, Mayers agreed to non-solicitation covenants restricting competing sale proposals for MEA.
BiomX Inc. is asking stockholders to approve several actions at a virtual special meeting on August 25, 2026. The key item is approval of issuing multiple securities to Mandragola Ltd. tied to the acquisition of Dr. Frucht Systems Ltd. (DFSL) and a $2,000,000 revolving credit line. These include 278,044 shares from a pre-funded warrant at $0.001 per share, a five-year warrant for 3,692,000 shares at $12.00, up to 325,000 shares from a $12.00 convertible note, a line-of-credit warrant for up to 2,000,000 shares at $12.00, and additional shares from convertible credit-line notes and a revenue-based bonus potentially equal to 6,250,000 shares at a $0.20 reference price. Because these issuances together exceed 20% of the 26,559,607 shares outstanding on the record date, exchange rules require stockholder approval, and existing holders face significant potential dilution.
Stockholders are also being asked to authorize one or more reverse stock splits between 1-for-5 and 1-for-20 and to reduce authorized common shares from 750,000,000 to 150,000,000, mainly to support NYSE American listing compliance and lower franchise taxes. This would be the third reverse split in roughly two years, and the company highlights strict exchange limits on cumulative split ratios and delisting risk if the price remains low. DFSL’s 2025 revenue was $292 thousand with a net loss of $119 thousand, a stockholders’ deficit of $859 thousand, and an auditor going-concern paragraph; BiomX’s prior auditor also raised going-concern doubt. Another proposal seeks to ratify Barzily & Co. as the new independent auditor and to permit adjournment of the meeting if more votes are needed.
BiomX Inc. amended a $1,250,000 promissory note issued to Water IO Ltd. in connection with its April 10, 2026 acquisition of ZorroNet Ltd. The note’s maturity was extended from July 10, 2026 to November 1, 2026.
Under the amendment, BiomX will pay $250,000 of principal within two business days after execution, then four monthly installments of $250,000 on August 1, September 1, October 1 and November 1, 2026, with the outstanding balance continuing to bear interest at the short-term Applicable Federal Rate, payable with the final installment.
In full satisfaction of accrued interest and as consideration for the payment delay and waiver, BiomX agreed to issue 800,000 restricted common shares to Water IO, subject to NYSE American additional listing clearance and written corporate approvals, with an August 31, 2026 longstop after which this amount is payable in cash instead of shares.
Water IO irrevocably waived, retroactive to the original maturity date, any default, event of default or acceleration rights arising from non-payment at maturity and confirmed the note has not been accelerated. An independent BiomX director also serves as an independent director of Water IO; the amendment was approved by the BiomX board and Audit Committee under its related person transaction policy, with the interested director abstaining.
BiomX Inc. (PHGE) may offer and sell shares of its common stock having an aggregate offering price of up to $9,145,000 from time to time through H.C. Wainwright & Co. under an at-the-market Sales Agreement, subject to General Instruction I.B.6 of Form S-3. This amount is in addition to approximately $3,708,127 of common stock already sold under the same program and related prior prospectus supplements. The company reports a public float of $38,560,317.12, based on 24,718,152 non-affiliate shares at $1.56 per share as of May 28, 2026. Its common stock trades on NYSE American under the symbol PHGE, with a last reported sale price of $0.1948 per share on July 27, 2026.
BiomX Inc. is calling a virtual special meeting to seek stockholder approval for several key actions. Proposal 1 asks approval of the issuance of equity-linked securities to Mandragola Ltd. tied to BiomX’s acquisition of 60% of Dr. Frucht Systems Ltd. (DFSL) and a related $2,000,000 revolving credit line. The securities include 278,044 shares issuable under a pre-funded warrant at $0.001, a five-year warrant for 3,692,000 shares at $12.00, up to 325,000 conversion shares on a note at $12.00, and a Line of Credit Warrant for up to 2,000,000 shares at $12.00, all subject to NYSE American 20% issuance rules and a 9.99% beneficial ownership cap.
Proposal 2 would authorize the Board to implement one or more reverse stock splits within a 1‑for‑5 to 1‑for‑250 range before the first anniversary of the meeting and reduce authorized common shares from 750,000,000 to 150,000,000, with no fractional shares issued. The filing notes prior 1‑for‑10 and 1‑for‑19 reverse splits and NYSE American rules that effectively limit additional splits to about 1‑for‑10 through November 25, 2027.
Proposal 3 seeks ratification of Barzily & Co., CPAs as new independent auditor, replacing Kesselman & Kesselman, and Proposal 4 would allow adjournment to solicit more proxies if needed. DFSL’s attached financials show 2025 revenue of $292 thousand, a net loss of $119 thousand, total assets of $145 thousand, a stockholders’ deficit of $859 thousand, and an auditor going‑concern emphasis; DFSL relies on shareholder loans and the Mandragola credit line for funding.