Tessera Defense & Homeland Security Inc 8-K, filed Oct 19, 2026
Tessera Defense & Homeland Security Inc. (HLSQ)
About this 8-K
Tessera Defense & Homeland Security Inc filed this 8-K on October 19, 2026, reporting on events of October 13, 2026.
Tessera Defense and Homeland Security Inc. issued 6,529,494 restricted shares of common stock to Mandragola Ltd. between October 13 and October 19, 2026, via four cashless-exercise tranches of the April 13, 2026 DFSL Warrant, bringing total shares outstanding to 20,663,177. AI summary
Items reported
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Item 3.02 Unregistered Sales of Equity Securities
Between October 13, 2026 and October 19, 2026, Tessera Defense and Homeland Security Inc. (“Tessera” or the “Company”) issued 6,529,494 restricted shares of common stock to Mandragola Ltd. (the “Warrant Shares”) issued in four tranches upon cashless exercises by Mandragola of portions of the five-year warrant issued (the “DFSL Warrant”) to Mandragola on April 13, 2026 in connection with the Company’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. (“DFSL”).
The DFSL Warrant is exercisable on a cashless basis for such number of shares of common stock equal to the Black-Scholes value of a Warrant Share, as set out in the DFSL Warrant, using the lower of the closing bid prices of the Company’s common stock in the two trading days preceding the exercise, subject to a floor of $0.10 per share (as adjusted). The DFSL Warrant may not be exercised to the extent that Mandragola, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding common stock after the exercise.
The Warrant Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares are “restricted securities” within the meaning of Rule 144 under the Securities Act.
As of October 19, 2026, after giving effect to the issuances described above, the Company had 20,663,177 shares of common stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 19, 2026 | |
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
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