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Tessera Defense & Homeland Security Inc. (HLSQ) is the issuer in a Schedule 13G in which Mandragola Ltd. and Gur Aryeh Segal, a director, report beneficial ownership of 553,800 shares, or 9.99% of the class, with sole voting and dispositive power reported over that amount. Mandragola separately states that it directly held 328,000 shares as of the report date, including 200,000 issued shares and 128,000 shares from four partial warrant exercises. All share counts are adjusted for the 1:10 reverse stock split effective September 9, 2026.
The transaction background says Tessera purchased Mandragola's 60% interest in Dr. Frucht Systems Ltd. for 92,300 common shares, pre-funded warrants for 92,300 shares, and a five-year warrant for 369,200 shares at $120.00 per share. Under a separate credit facility, Mandragola agreed to make up to $2.0 million available at 12% simple annual interest; the related note was converted in full on September 29, 2026, into 200,000 shares. The facility also included a five-year warrant for up to 200,000 shares, with cashless exercise under a contractual formula and cash exercise only when the trading price exceeds the applicable exercise price.
Key Figures
Beneficial ownership reported:553,800 sharesPercentage of class:9.99%Shares held directly:328,000 shares+5 more
"pre-funded warrants exercisable for 92,300 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
cashless basisfinancial
"may be exercised, at any time, 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 valuetechnical
"based on a prescribed Black-Scholes value"
convertible promissory notefinancial
"Each advance is evidenced by a convertible promissory note"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many HLSQ shares did Mandragola Ltd. and Gur Aryeh Segal report?
The ownership table lists 553,800 shares, equal to 9.99% of the class, with sole voting and dispositive power reported. Mandragola separately states it directly held 328,000 shares, including 200,000 issued shares and 128,000 shares from warrant exercises.
What are the terms of Mandragola's HLSQ credit facility?
Mandragola agreed to make up to $2.0 million available at 12% annual simple interest. The related note was converted in full on September 29, 2026, into 200,000 shares. Advances were evidenced by convertible promissory notes, which could be converted into a variable number of shares at a price based on the preceding trading day's closing price.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tessera Defense & Homeland Security Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
09090D608
(CUSIP Number)
04/13/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
09090D608
1
Names of Reporting Persons
Mandragola Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
553,800.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
553,800.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
553,800.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: *The number of shares reported in rows (5), (7) and (9) reflect the current balance of shares beneficially owned by the Reporting Person. The number of shares originally beneficially owned was comprised of (i) 92,300 shares of common stock par value $0.0001 per share ("Common Stock") issued pursuant to the Stock Purchase & Assignment Agreement dated April 13, 2026 between the Issuer and Mandragola Ltd. (the "Mandragola SPA"), (ii) 92,300 shares of Common Stock issued upon exercise of the pre-funded warrant issued under the Mandragola SPA, and (iii) 369,200 shares of Common Stock issuable upon exercise of a five year warrant held by Mandragola ("Mandragola Warrant").
The shares reported in rows (5), (7) and (9) also do not show the number of shares that would be issuable upon full exercise of the Mandragola Warrant or the warrant separately issued under the Line of Credit (the "Credit Facility") for up to 200,000 shares of common stock on May 13, 2026, as may be adjusted, and the 200,000 shares issued upon the conversion of outstanding amounts under the Credit Facility. Both warrants are exercisable on a cashless basis for an indeterminable number of shares based on a prescribed Black-Scholes value using the market price of the Issuer's common stock price for the two trading days preceding exercise.
Pursuant to the terms of the Mandragola Warrant, the Issuer cannot issue shares of common stock to the Reporting Person, and the Reporting Person cannot exercise the Warrant, to the extent that the Reporting Person would beneficially own, after such exercise, more than 9.99% of the issued and outstanding shares of common stock.
As of the date of this report, Mandragola holds directly 328,000 shares comprised of (i) 200,000 shares issued and (ii) 128,000 shares representing the balance of shares issued to Mandragola upon exercise of the Mandragola Warrant on four separate occasions.
All share figures have been adjusted to give effect to the 1:10 reverse stock split effected as of September 9, 2026.
SCHEDULE 13G
CUSIP Number(s):
09090D608
1
Names of Reporting Persons
Gur Aryeh Segal
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
553,800.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
553,800.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
553,800.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Tessera Defense & Homeland Security Inc.
(b)
Address of issuer's principal executive offices:
850 New Burton Road, Suite 201, Dover, Delaware 19904.
Item 2.
(a)
Name of person filing:
Mandragola Ltd. and Gur Aryeh Segal
(b)
Address or principal business office or, if none, residence:
8 Gavish Street
Bet Sarel
Netanya, Israel
(c)
Citizenship:
Mandragola Ltd. is a private company registered in the State of Israel, registration number 516953692 and Mr. Segal is an Israeli citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP Number(s):
09090D608
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The amounts below do not include the number of shares issuable to the Reporting Person upon exercise of the Mandragola Warrant and the warrant issued on May 13, 2026 for up to 200,000 shares, as may be adjusted (the "LOC Warrant"). The Note was converted in full on September 29, 2026 into 200,000 shares based on the conversion price equal to the closing price on the trading day immediately preceding the applicable conversion notice.
Each of the Mandragola Warrant and the LOC Warrant may be exercised, at any time, on a cashless basis for a variable number of shares determined pursuant to a contractual formula based on a prescribed Black-Scholes value using the market price of the Issuer's common stock price in the preceding two trading days of the Issuer's common stock .
Underlying Transactions
(i) On April 13, 2026, the Issuer entered into and simultaneously closed on a Stock Purchase & Assignment Agreement (the "Mandragola SPA") with Mandragola, pursuant to which the Issuer purchased from Mandragola all of its shareholdings in Dr. Frucht Systems Ltd. ("DFSL"), representing 60% of the issued and outstanding voting equity capital of DFSL on a fully diluted basis. In consideration for the DFSL shares, the Issuer issued the following equity linked consideration to Mandragola:
(i) 92,300 shares of the Common Stock;
(ii) pre-funded warrants exercisable for 92,300 shares of Common Stock at a per share exercise price of $0.0001(the "Pre-Funded Warrants"); and
(iii) the Mandragola Warrant for 369,200 shares of Common Stock at a per share exercise price of $120.00.
The 92,300 shares and the shares issuable upon the exercise of the pre-funded warrant have been issued and are no longer held by Mandragola, having been sold. To date, the Mandragola Warrant has been partially exercised. The Mandragola Warrant is exercisable on a cashless basis for a variable number of shares determined pursuant to a contractual formula based on a prescribed Black-Scholes value using the market price of the Issuer's common stock price in the preceding two trading days.
(ii) On May 13, 2026, the Issuer entered into a revolving line of credit agreement with Mandragola, pursuant to which Mandragola agreed to make available to the Issuer and certain of its operating subsidiaries a revolving credit facility of up to $2.0 million (the "Credit Facility"). Amounts borrowed under the Credit Facility bear simple interest at an annual rate of 12% and may be prepaid without penalty. Each advance is evidenced by a convertible promissory note. The promissory notes are convertible, at the election of the holder, into a variable number of shares of the Issuer's common stock at a conversion price equal to the closing price of the Issuer's common stock on the trading day immediately preceding the applicable conversion notice.
As additional consideration for making the Credit Facility available, on May 13, 2026, the Issuer issued Mandragola a five-year warrant to purchase up to 200,000 shares of the Issuer's common stock at an initial exercise price of $120.00 per share, subject to adjustments. The LOC Warrant may be exercised for cash only when the trading price of the Issuer's common stock exceeds the applicable exercise price. The holder may also elect, at any time, to exercise the LOC Warrant on a cashless basis for a variable number of shares determined pursuant to a contractual formula based on a prescribed Black-Scholes value using the market price of the Issuer's common stock price in the preceding two trading days.
The amounts below show the number of shares of common stock that would be issuable upon full exercise of the Warrant and give effect to the beneficial ownership limitation. Therefore, the actual number of shares of common stock beneficially owned by the Reporting Person, after giving effect to such beneficial ownership limitations, is more than the number of securities reported herein.
All share figures herein have been adjusted to account for the 1:10 reverse stock split of the Issuer's outstanding common stock effected as of September 9, 2026.
553,800 shares
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
553,800 shares
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
553,800 shares
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Mandragola Ltd.
Signature:
/s/ Gur Aryeh Segal
Name/Title:
Gur Aryeh Segal/Director
Date:
10/05/2026
Gur Aryeh Segal
Signature:
/s/ Gur Aryeh Segal
Name/Title:
Gur Aryeh Segal
Date:
10/05/2026
Exhibit Information
Exhibit 99.1, "Joint Filing Agreement, dated October 5, 2026, between Mandragola Ltd. and Gur Aryeh Segal."
