BiomX investor group now holds 3.87% stake

Water IO and related parties disclose a reduced 3.87% stake in HLSQ and file a final exit amendment after a reverse stock split and note-related share issuance.

Rhea-AI Filing Summary

BiomX Inc. (HLSQ), now operating as Tessera Defense & Homeland Security Inc., is the subject of an amended Schedule 13D in which Water IO Ltd., Star 26 Capital Inc., T3 Defense Inc. and Menachem Shalom report their updated holdings. After a one-for-ten reverse stock split effective September 9, 2026, the group holds 156,796 shares of common stock, or 3.87% of the class. This reflects 130,000 shares previously acquired under a securities purchase agreement and 26,796 shares issued on September 15, 2026 as partial interest and consideration under a promissory note amendment. As of September 15, 2026, the reporting persons state they are no longer beneficial owners of more than 5% of the company’s common stock, and this amendment is described as their final, “exit” filing.

Filing Explained

26,796 shares are issued, while 53,205 more remain unresolved and could add to the group’s holdings under stated conditions.

The amendment is an exit Schedule 13D filing: the reporting group is below 5%, but it also records 26,796 shares issued to Water IO for note interest and note-deferral consideration; that issuance increases the share count for existing holders.

The amended note provides for 80,000 shares, of which 53,205 shares remain unresolved rather than issued. Those shares require stockholder approval and may instead be transferred from a third party or, failing either route, satisfied with a cash amount to be agreed.

Schedule 13D reports ownership above 5% and tracks changes in the holder's stake or stated intent; here, the filing says the group ceased to exceed that threshold on September 15, 2026.

The 130,000 shares previously held by Water IO are covered by an effective resale registration statement, while the newly issued 26,796 shares are not registered for resale. Registration permits a resale but does not itself constitute a sale.

The issuer also reports that $500,000 of principal remains outstanding after the August 1 and September 1 installments were paid. The stated resolution path for the remaining shares is the issuer's next stockholder meeting, where it has undertaken to seek approval.

Key Figures

Beneficial ownership: 156,796 shares Ownership percentage: 3.87% Reverse split ratio: 1-for-10 +5 more

8 metrics

Beneficial ownership 156,796 shares Shares of common stock beneficially owned by the reporting persons after the reverse split

Ownership percentage 3.87% Portion of HLSQ common stock represented by 156,796 shares

Reverse split ratio 1-for-10 One-for-ten reverse stock split effective September 9, 2026

Pre-split shares previously reported 1,300,000 shares Became 130,000 shares after the one-for-ten reverse split

Shares acquired September 15, 2026 26,796 shares Issued to Water IO as partial interest and consideration under the note amendment

Shares to be issued under note amendment 80,000 shares Total common stock agreed to be issued to Water IO as interest and consideration

Remaining shares owed to Water IO 53,205 shares Balance of shares subject to stockholder approval or alternative settlement

Principal remaining on note $500,000 Outstanding principal on the promissory note after August and September 2026 payments

Key Terms

Schedule 13D, reverse stock split, beneficial owners, Note Amendment, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 1 to the Statement on filed on April 10, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

reverse stock split financial

"All share numbers in this Amendment give effect to the Issuer's one-for-ten reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

beneficial owners financial

"the Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock"

Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

Note Amendment financial

"pursuant to Section 4 of the Amendment No. 1 and Waiver dated as of July 24, 2026 to the Note"

NYSE American Company Guide regulatory

"no more than 26,796 of those shares could be issued without stockholder approval under Section 713 of the NYSE American Company Guide"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

registration statement on Form S-1 regulatory

"The Issuer registered the resale of the 130,000 shares held by Water IO on a registration statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

FAQ

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

What ownership stake in HLSQ does Water IO and its group report in this Schedule 13D/A?

The reporting group discloses beneficial ownership of 156,796 shares of common stock of HLSQ, representing approximately 3.87% of the outstanding class, after giving effect to the one-for-ten reverse stock split and the September 15, 2026 share issuance.

Why is this Schedule 13D/A for HLSQ described as an exit filing?

The amendment states that, as of September 15, 2026, the reporting persons ceased to be beneficial owners of more than 5% of HLSQ’s common stock. It notes that this amendment constitutes the final amendment to the original Schedule 13D and an exit filing for the reporting persons.

How many HLSQ shares did Water IO receive on September 15, 2026 and for what purpose?

On September 15, 2026, Water IO received 26,796 shares of HLSQ common stock. These were issued as satisfaction of partial interest accrued on a promissory note through July 24, 2026 and as consideration for deferral, waiver and extension terms under a note amendment; no cash was paid.

What is the impact of the reverse stock split mentioned in the HLSQ Schedule 13D/A?

The filing notes a one-for-ten reverse stock split effective September 9, 2026. Under this reverse split, 1,300,000 shares previously reported became 130,000 shares, and all share figures in the amendment are presented on this post-split basis unless stated otherwise.

How many HLSQ shares remain owed to Water IO under the note amendment and what conditions apply?

The note amendment contemplated issuing 80,000 shares to Water IO. After the issuance of 26,796 shares, 53,205 shares remain owed, subject to stockholder approval. The issuer may alternatively satisfy this obligation via a third-party share transfer or an agreed cash payment.

What amount of principal remains outstanding on the note described in the HLSQ filing?

The filing states that installments of principal due August 1, 2026 and September 1, 2026 under the note have been paid and that $500,000 of principal remains outstanding as of the events described in the amendment.

Are all of Water IO’s HLSQ shares registered for resale?

No. The issuer has registered the resale of 130,000 shares held by Water IO on a Form S-1 declared effective July 13, 2026. The additional 26,796 shares acquired on September 15, 2026 are not registered for resale.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/15/2026 - 04:05 PM Accepted by SEC EDGAR 09/15/2026 - 04:04 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Tessera Defense & Homeland Security Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09090D608

(CUSIP Number)

Menachem Shalom
c/o T3 Defense Inc., 575 Fifth Avenue, 14th Floor
New York, NY, 10017
212-791-4663

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09090D608

1

Name of reporting person

Water IO Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 156,796.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 156,796.00

11

Aggregate amount beneficially owned by each reporting person

156,796.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.87 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 09090D608

1

Name of reporting person

Star 26 Capital Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 156,796.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 156,796.00

11

Aggregate amount beneficially owned by each reporting person

156,796.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.87 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 09090D608

1

Name of reporting person

T3 Defense Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 156,796.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 156,796.00

11

Aggregate amount beneficially owned by each reporting person

156,796.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.87 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP Number(s): 09090D608

1

Name of reporting person

Menachem Shalom

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 156,796.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 156,796.00

11

Aggregate amount beneficially owned by each reporting person

156,796.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.87 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Tessera Defense & Homeland Security Inc.
(c)	Address of Issuer's Principal Executive Offices: 850 NEW BURTON ROAD, SUITE 201, DOVER, DELAWARE , 19904.
Item 1 Comment: This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D filed on April 10, 2026 with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of Tessera Defense and Homeland Security Inc., formerly known as BiomX Inc., is being filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings given to such terms in the Schedule 13D. Except as amended and supplemented herein, the Schedule 13D, including the definitions of terms not otherwise defined herein, remains in full force and effect. This Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. All share numbers in this Amendment give effect to the Issuer's one-for-ten reverse stock split effective September 9, 2026 (the "Reverse Split"), under which the 1,300,000 shares previously reported on the Schedule 13D became 130,000 shares, unless otherwise stated.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 15, 2026 the Issuer issued 26,796 shares of Common Stock to Water IO pursuant to Section 4 of the Amendment No. 1 and Waiver dated as of July 24, 2026 to the Note ("Note Amendment"), described in Item 6, in satisfaction of partial interest accrued on the Note through July 24, 2026 and as consideration for the deferral, waiver and extension provided under Note Amendment. No cash was paid by any Reporting Person for said shares.
Item 5.	Interest in Securities of the Issuer
(a)	Water IO directly holds 156,796 shares of Common Stock, comprised of the 130,000 shares acquired under the SPA and the 26,796 shares acquired on September 15, 2026, representing approximately 3.87% of the outstanding Common Stock. Percentages are based on 4,049,386 shares outstanding, as of September 14, 2026 according to the Issuer's transfer agent, plus the 26,796 shares issued to Water IO on September 15, 2026.
(c)	Other than the acquisition of 26,796 shares described in Item 3, none of the Reporting Persons has effected any transaction in the Common Stock during the past sixty days.
(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein.
(e)	As of September 15, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock of the Issuer. This Amendment constitutes the final amendment to the Schedule 13D and an exit filing for the Reporting Persons.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On July 24, 2026 the Issuer and Water IO entered into Note Amendment pursuant to which the Issuer deferred the payment of principal under the Note, extended its maturity, and agreed to issue 80,000 shares of Common Stock to Water IO in satisfaction of accrued interest and as consideration for the deferral, waiver and extension of the Note. The NYSE American advised the Issuer that no more than 26,796 of those shares could be issued without stockholder approval under Section 713 of the NYSE American Company Guide and authorized the listing of 26,796 shares on September 2, 2026; following the Reverse Split, 26,796 shares were issued to Water IO on September 15, 2026. The remaining 53,205 shares owed to Water IO remain subject to stockholder approval, which the Issuer has undertaken to seek at its next meeting of stockholders, and may alternatively satisfy its obligation to issue said shares by a transfer of shares to Water IO from a third party or, failing either, by a cash amount to be agreed. The installments of principal under the Note due August 1, 2026 and September 1, 2026 have been paid, and $500,000 of principal remains outstanding. On September 15, 2026 the Issuer and Water IO entered into a confirmation letter under Section 7 of Note Amendment No. 1 recording the matters described above. The Issuer registered the resale of the 130,000 shares held by Water IO on a registration statement on Form S-1 (File No. 333-297129), declared effective on July 13, 2026. The 26,796 shares acquired on September 15, 2026 are not registered for resale. Except as described above and in the Schedule 13D, there are no contracts, arrangements, understandings or relationships between any of the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit D Amendment No. 1 and Waiver to Promissory Note, dated as of July 24, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed July 28, 2026). Exhibit E Confirmation Letter dated September 15, 2026.

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.

Water IO Ltd.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	09/15/2026

Star 26 Capital Inc.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	09/15/2026

T3 Defense Inc.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	09/15/2026

Menachem Shalom

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom
Date:	09/15/2026