HLSQ 8-K
Tessera Defense & Homeland Security Inc. (HLSQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(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 | ||
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.
1
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). |
2
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 | |
3
Exhibit 10.1
AMENDMENT NO. 1
TO SHARE PURCHASE AND OPTION AGREEMENT
(M.E.A. Testing Systems Ltd. Equity)
This Amendment No. 1 (this “Amendment”) is made as of September 16, 2026 between Tessera Defense and Homeland Security Inc., a Delaware corporation formerly named BiomX Inc. (NYSE American: HLSQ) (the “Purchaser” or “Tessera”), and Mayers Ventures LLC (the “Seller”), and amends the Share Purchase and Option Agreement dated August 5, 2026 between the Purchaser and the Seller (the “Agreement”). Capitalized terms used and not defined in this Amendment have the meanings given in the Agreement.
RECITALS
A. The Agreement provides for the purchase by the Purchaser of 324,573 shares of M.E.A. Testing Systems Ltd. (the “Company”), representing 10% of the Company’s share capital on a Fully Diluted Basis, for a cash payment of $50,000 and 1,300,000 restricted shares of the Purchaser’s common stock, and for the grant of the Control Option.
B. The Closing has not occurred. The Purchaser effected a one-for-ten reverse stock split of its common stock effective September 9, 2026, so that the 1,300,000 shares referred to in Section 2.1(ii) of the Agreement are now 130,000 shares.
C. The Parties wish to increase the Purchased Shares to 15% of the Company’s share capital on a Fully Diluted Basis, to provide for a convertible loan by the Purchaser to the Seller, and to adjust the consideration accordingly. This Amendment is an amendment of the purchase under Sections 1 and 2 of the Agreement and is not an exercise, in whole or in part, of the Control Option.
NOW, THEREFORE, the Parties agree as follows:
1. Purchased Shares. Section 1.1 of the Agreement is amended so that the Purchased Shares are 486,860 shares of the Company, being 257,973 ordinary shares and 228,887 preferred shares, representing 15% of the Company’s share capital on a Fully Diluted Basis as of the date of this Amendment. The Seller shall cause Motomova to sell and transfer the Purchased Shares, as so increased, to the Purchaser at the Closing. Recital H of the Agreement is amended accordingly.
2. Consideration. Section 2.1 of the Agreement is amended and restated as follows:
(i) the first advance of $50,000 under the Loan described in Section 2A, to be applied by the Seller to amounts owed to the noteholders of Motomova, which advance replaces the cash payment previously provided for in Section 2.1(i);
(ii) the issuance to the Seller at the Closing of 130,000 restricted shares of the Purchaser’s common stock (the “Closing Shares”), being the 1,300,000 shares referred to in the Agreement as adjusted for the Purchaser’s reverse stock split; and
(iii) the issuance to the Seller at the Closing of an additional 65,000 restricted shares of the Purchaser’s common stock (the “Additional Shares”), as consideration for the increase in the Purchased Shares under Section 1, subject to authorization by the NYSE American of the listing of the Additional Shares under the Purchaser’s pending supplemental listing application, as amended.
The Closing Shares and the Additional Shares together are 195,000 shares, representing approximately 4.5% of the Purchaser’s common stock outstanding on the date of this Amendment. The Seller represents that neither it nor any person with whom it would be aggregated under Section 713 of the NYSE American Company Guide holds any other shares of the Purchaser’s common stock, and the Purchaser shall not be required to issue any shares under this Agreement in a manner that would require stockholder approval under Section 712 or Section 713 of the Company Guide unless and until such approval has been obtained. The Closing Shares and the Additional Shares will be restricted securities and will bear the Purchaser’s customary legend. Section 2.1(i) and (ii) of the Agreement, as they existed before this Amendment, are superseded.
3. Convertible Loan. A new Section 2A is added to the Agreement as follows:
2A.1 Loan. The Purchaser shall make available to the Seller a loan facility of up to $475,000 (the “Loan”), inclusive of the $50,000 advance referred to in Section 2.1(i), to be advanced in one or more tranches on the Seller’s written request, each advance to be evidenced by a promissory note in the form attached as Exhibit A. The Purchaser shall have no obligation to advance any amount before the Closing.
2A.2 Use of proceeds. The Seller shall apply the Loan solely to (a) payment of amounts owed to the noteholders of Motomova, (b) working capital of the Company, and (c) the Company’s drone-related activities, in each case by way of advances by the Seller to Motomova or the Company, and to no other purpose without the Purchaser’s written consent.
2A.3 Interest and maturity. Each advance shall bear interest at 12% per annum, accruing daily and payable at maturity. The Loan shall mature and, to the extent not converted, be repaid in full on the earlier of (a) the second anniversary of the Closing and (b) the second anniversary of the first advance under the Loan (the “Maturity Date”). If the Agreement is terminated before the Closing, any amount then outstanding under the Loan shall become immediately due and repayable within thirty days after that termination. The Loan is unsecured.
2A.4 Conversion. At any time before repayment, the Purchaser may, at its sole election and in whole or in part, convert the outstanding principal and accrued interest of the Loan into fully paid ordinary shares of the Company (the “Conversion Shares”), transferred by the Seller or Motomova or newly issued by the Company at the Seller’s election, at a price per share equal to the Conversion Valuation divided by the number of shares of the Company on a Fully Diluted Basis as at the date of the Conversion Notice, by written notice to the Seller (a “Conversion Notice”). “Conversion Valuation” means the lower of (a) four (4) times the Company’s EBITDA for the fiscal year ending December 31, 2027, as derived from the Audited Financial Statements for that year, and (b) $10,000,000; provided that if the Company’s EBITDA for that fiscal year is zero or negative, clause (a) shall be disregarded, and if the Conversion Valuation determined under this sentence would be less than $2,000,000, the Conversion Valuation shall be $2,000,000. If a Conversion Notice is delivered before the Audited Financial Statements for the fiscal year ending December 31, 2027 are available, the Conversion Valuation shall be deemed to be $10,000,000 and the number of Conversion Shares shall be adjusted once such statements are available; if the adjustment results in fewer Conversion Shares than were delivered, the Purchaser shall return the excess to the Seller, and if the adjustment results in more Conversion Shares than were delivered, the Seller shall deliver the additional Conversion Shares to the Purchaser. No conversion shall result in the Purchaser and its affiliates holding, including the Purchased Shares, 19.999% or more of the Company’s share capital on a Fully Diluted Basis (the “NYSE Blocker”). To the extent any portion of the Loan cannot be converted pursuant to this Section 2A.4 without exceeding the NYSE Blocker, that portion shall remain outstanding as a non-convertible loan bearing interest at the same rate and shall be repaid on the Maturity Date. The Seller shall deliver the Conversion Shares within ten business days after a Conversion Notice and shall procure any consents or waivers of the MEA Minority required for that delivery.
| 2 |
2A.5 Relationship to the Control Option. If the Loan is outstanding at an Option Closing, the Purchaser may, at its election, apply the outstanding principal and interest against the Option Purchase Price, convert it under Section 2A.4, or require its repayment at the Option Closing, and Section 3.7 shall be read accordingly.
2A.6 Motomova and the Company. The Seller shall procure that Motomova and the Company acknowledge this Section 2A at the Closing and take all steps within their power to give effect to a conversion.
2A.7 Mandatory prepayment on revenue threshold. If the Company’s net revenue for any fiscal quarter exceeds $5,000,000, the Purchaser may, by written notice to the Seller, demand prepayment of the Loan, and the Seller shall, within thirty days after delivery of that notice, prepay the entire outstanding principal amount of the Loan together with all interest accrued to the date of prepayment. The Seller shall procure that the Company distributes to the Seller or to Motomova such amounts as are necessary to fund that prepayment, to the extent permitted by applicable law and by the Company’s constitutional documents. The Purchaser may deliver such a notice at any time after the Company’s net revenue for a fiscal quarter first exceeds that amount, whether or not the Purchaser has exercised its conversion right, and the Purchaser’s right to convert under Section 2A.4 shall survive until the Loan is repaid in full. For the avoidance of doubt, this Section 2A.7 does not limit the Purchaser’s right to convert any portion of the Loan before the prepayment is made.
4. Conditions and Approvals. The condition in Section 7(i) of the Agreement applies to the Closing Shares and, separately, to the Additional Shares. The Purchaser shall amend its pending supplemental listing application to the NYSE American to cover the Closing Shares and the Additional Shares promptly after the date of this Amendment. The Purchaser acknowledges that the Technology License Agreement between the Purchaser and the Company, in the form agreed between the Parties as of the date of this Amendment, satisfies the condition in Section 7(f) of the Agreement, and to the extent that condition requires a license that is exclusive in any field of use beyond the terms of that Technology License Agreement, the Purchaser waives that requirement. All other conditions in Section 7 of the Agreement are unchanged. The Purchaser further waives any requirement under Section 7(f) of the Agreement that Motomova be a party to, or a licensor under, that Technology License Agreement.
5. Ratification; Governing Law; Counterparts. Except as amended by this Amendment, the Agreement remains in full force and effect and is ratified and confirmed. This Amendment is governed by the laws of the State of Delaware in accordance with Section 10.2 of the Agreement and may be executed in counterparts and by electronic signature.
| 3 |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| TESSERA DEFENSE AND HOMELAND SECURITY INC. | ||
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
| MAYERS VENTURES LLC | ||
| By: | /s/ Ram Naim | |
| Name: | Ram Naim | |
| Title: | Authorized Person | |
| 4 |
EXHIBIT A
FORM OF CONVERTIBLE PROMISSORY NOTE
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION.
CONVERTIBLE PROMISSORY NOTE
| Principal Amount: $______________ | Date of Advance: ______________, 20__ |
FOR VALUE RECEIVED, MAYERS VENTURES LLC, a Nevada limited liability company (the “Maker”), hereby promises to pay to the order of TESSERA DEFENSE AND HOMELAND SECURITY INC., a Delaware corporation formerly named BiomX Inc. (the “Holder”), the principal amount set forth above, together with interest thereon, on the terms set out below.
This Note is issued pursuant to Section 2A of the Share Purchase and Option Agreement dated August 5, 2026 between the Holder and the Maker, as amended by Amendment No. 1 thereto dated ______________, 2026 (as so amended, the “Purchase Agreement”), and is one of the notes contemplated by Section 2A.1 thereof. Capitalized terms used and not defined in this Note have the meanings given in the Purchase Agreement. In the event of any conflict between this Note and Section 2A of the Purchase Agreement, Section 2A shall control.
| 1. | The Advance. This Note evidences an advance made by the Holder to the Maker under the loan facility of up to $475,000 provided for in Section 2A.1 of the Purchase Agreement (the “Loan”). The aggregate principal amount advanced under this Note and all other notes issued under Section 2A.1, inclusive of the $50,000 advance referred to in Section 2.1(i) of the Purchase Agreement, shall not exceed $475,000. |
| 2. | Interest. The outstanding principal amount of this Note shall bear interest at the rate of twelve percent (12%) per annum, accruing daily from the Date of Advance on the basis of a 365-day year and the actual number of days elapsed. Accrued interest shall be payable at maturity and shall not compound. |
| 3. | Maturity. The outstanding principal amount of this Note, together with all accrued and unpaid interest, shall be due and payable in full on the earlier of (a) the second anniversary of the Closing and (b) the second anniversary of the Date of Advance of the first note issued under Section 2A.1 of the Purchase Agreement (the “Maturity Date”), to the extent not earlier converted in accordance with Section 5, prepaid in accordance with Section 4, or otherwise applied in accordance with Section 6. If the Purchase Agreement is terminated before the Closing, the outstanding principal amount of this Note and all accrued interest shall become due and payable within thirty (30) days after that termination. |
| 4. | Unsecured; Prepayment. This Note is unsecured. The Maker may not prepay this Note, in whole or in part, without the prior written consent of the Holder. If the Company’s net revenue for any fiscal quarter exceeds $5,000,000, the Holder may, by written notice to the Maker, demand prepayment of this Note, and the Maker shall, within thirty (30) days after delivery of that notice, prepay the entire outstanding principal amount together with all interest accrued to the date of prepayment. The Maker shall procure that the Company distributes to the Maker or to Motomova such amounts as are necessary to fund that prepayment, to the extent permitted by applicable law and the Company’s constitutional documents. The Holder’s right to convert under Section 5 shall survive until this Note is repaid in full. |
| 5. | Conversion. |
| 5.1 | Conversion Right. At any time before repayment in full, the Holder may, at its sole election and in whole or in part, convert the outstanding principal amount of this Note and accrued interest thereon into fully paid ordinary shares of M.E.A. Testing Systems Ltd. (the “Company” and such shares, the “Conversion Shares”), by delivering written notice to the Maker (a “Conversion Notice”). The Conversion Shares shall be transferred by the Maker or Motomova, or newly issued by the Company, at the Maker’s election. |
| 5 |
| 5.2 | Conversion Price. The number of Conversion Shares issuable on conversion shall equal the amount being converted divided by a price per share equal to the Conversion Valuation divided by the number of shares of the Company outstanding on a Fully Diluted Basis as of the date of the Conversion Notice. “Conversion Valuation” means the lower of (a) four (4) times the Company’s EBITDA for the fiscal year ending December 31, 2027, as derived from the Audited Financial Statements for that fiscal year, and (b) $10,000,000; provided that if the Company’s EBITDA for that fiscal year is zero or negative, clause (a) shall be disregarded, and if the Conversion Valuation determined under this sentence would be less than $2,000,000, the Conversion Valuation shall be $2,000,000. |
| 5.3 | Conversion Before Audited Financials. If a Conversion Notice is delivered before the Audited Financial Statements for the fiscal year ending December 31, 2027 are available, the Conversion Valuation shall be deemed to be $10,000,000 and the number of Conversion Shares shall be adjusted once such statements are available. If the adjustment results in fewer Conversion Shares than were delivered, the Holder shall return the excess; if it results in more, the Maker shall deliver, or cause to be delivered, the additional Conversion Shares. Any such adjustment shall be effected within ten (10) business days after the Audited Financial Statements become available. |
| 5.4 | NYSE Blocker. No conversion under this Note shall result in the Holder and its affiliates holding, including the Purchased Shares, 19.999% or more of the Company’s share capital on a Fully Diluted Basis (the “NYSE Blocker”). To the extent any portion of this Note cannot be converted without exceeding the NYSE Blocker, that portion shall remain outstanding as a non-convertible obligation bearing interest at the rate set out in Section 2 and shall be repaid on the Maturity Date. |
| 5.5 | Delivery; Minority Consents. The Maker shall deliver, or cause to be delivered, the Conversion Shares within ten (10) business days after delivery of a Conversion Notice, free and clear of all liens and encumbrances, together with evidence of their registration in the Company’s shareholder register in the name of the Holder. The Maker shall procure any consents or waivers of the MEA Minority required for that delivery, and shall procure that Motomova and the Company take all steps within their power to give effect to the conversion. |
| 5.6 | Partial Conversion. On any partial conversion, this Note shall remain outstanding as to the unconverted balance, and the Maker shall, at the Holder’s request, issue a replacement note reflecting that balance. |
| 6. | Application at an Option Closing. If this Note is outstanding at an Option Closing, the Holder may, at its election, (a) apply the outstanding principal and accrued interest against the Option Purchase Price, (b) convert the same in accordance with Section 5, or (c) require repayment in full at the Option Closing, and Section 3.7 of the Purchase Agreement shall be read accordingly. |
| 7. | Use of Proceeds. The Maker shall apply the proceeds of this Note solely to (a) payment of amounts owed to the noteholders of Motomova, (b) working capital of the Company, and (c) the Company’s drone-related activities, in each case by way of advances by the Maker to Motomova or the Company, and to no other purpose without the Holder’s prior written consent. The Maker shall, on the Holder’s request, provide reasonable evidence of the application of such proceeds. |
| 6 |
| 8. | Events of Default. Each of the following is an “Event of Default” under this Note: |
| (a) | the Maker fails to pay any principal or interest when due and such failure continues for ten (10) business days after written notice from the Holder; |
| (b) | the Maker fails to deliver, or cause the delivery of, Conversion Shares in accordance with Section 5 and such failure continues for ten (10) business days after written notice from the Holder; |
| (c) | the Maker fails to perform any other covenant in this Note or in Section 2A of the Purchase Agreement and such failure continues for thirty (30) days after written notice from the Holder; |
| (d) | any representation made by the Maker in the Purchase Agreement or in this Note proves to have been incorrect in any material respect when made; |
| (e) | the Maker, Motomova or the Company becomes insolvent, makes a general assignment for the benefit of creditors, or has insolvency, liquidation, receivership or analogous proceedings commenced against it that are not dismissed within sixty (60) days; or |
| (f) | the Maker transfers, disposes of, or creates a lien over any of its shares in Motomova, or Motomova transfers, disposes of, or creates a lien over any of its shares in the Company, in breach of Section 8.2 of the Purchase Agreement. |
| 9. | Remedies. On the occurrence and during the continuance of an Event of Default, the Holder may, by written notice to the Maker, declare the outstanding principal amount of this Note and all accrued interest immediately due and payable, whereupon the same shall become immediately due and payable without further demand or notice, provided that on an Event of Default under Section 8(e) such amounts shall become immediately due and payable automatically and without notice. The Holder’s rights under this Note are cumulative and in addition to any other right or remedy available to it at law or in equity, including the conversion right in Section 5, which shall survive any acceleration. |
| 10. | Miscellaneous. |
| 10.1 | Notices. Notices under this Note shall be given in the manner provided in Section 10.5 of the Purchase Agreement. |
| 10.2 | Assignment. The Maker may not assign or transfer this Note or any of its obligations hereunder without the Holder’s prior written consent. The Holder may assign this Note to any of its subsidiaries in accordance with Section 10.3 of the Purchase Agreement. |
| 10.3 | Amendment; Waiver. This Note may be amended, and any provision waived, only by a writing signed by the Maker and the Holder. No delay or omission by the Holder in exercising any right shall operate as a waiver of that or any other right. |
| 10.4 | Governing Law; Jurisdiction. This Note is governed by the laws of the State of Delaware, without regard to its conflicts of laws principles, and the Maker irrevocably submits to the exclusive jurisdiction of the competent courts located in Delaware, in accordance with Section 10.2 of the Purchase Agreement. |
| 10.5 | Severability. If any provision of this Note is held unenforceable, that provision shall be excluded and the remainder of this Note shall be enforceable in accordance with its terms. |
| 10.6 | Counterparts; Electronic Signature. This Note may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original. |
| 10.7 | Waiver of Presentment. The Maker waives presentment for payment, demand, protest and notice of dishonor. |
[Signature page follows]
| 7 |
IN WITNESS WHEREOF, the Maker has executed this Convertible Promissory Note as of the Date of Advance set forth above.
| MAKER: | ||
| MAYERS VENTURES LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| ACCEPTED AND AGREED: | ||
| TESSERA DEFENSE AND HOMELAND SECURITY INC. | ||
| By: | ||
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
| 8 |
Exhibit 10.2
TECHNOLOGY LICENSE AGREEMENT
by and between
TESSERA DEFENSE AND HOMELAND SECURITY INC.
(formerly BiomX Inc.)
and
M.E.A. TESTING SYSTEMS LTD.
Dated as of September 16, 2026
TECHNOLOGY LICENSE AGREEMENT
This Technology License Agreement (this “Agreement”) is entered into as of September 16, 2026 (the “Effective Date”), by and between Tessera Defense and Homeland Security Inc., a Delaware corporation formerly named BiomX Inc. (“Tessera”), and M.E.A. Testing Systems Ltd., an Israeli private company, registration number 512558669 (“MEA” or the “Licensor”). Tessera and the Licensor are each a “Party” and together the “Parties.”
RECITALS
A. Tessera, Mayers Ventures LLC and the other parties thereto entered into a Share Purchase and Option Agreement dated August 5, 2026, as amended by Amendment No. 1 dated September 16, 2026 (as amended, the “SPA”), providing for, among other things, the acquisition by Tessera of an equity interest in MEA.
B. Section 7 of the SPA provides that, as a condition to the closing under the SPA, the Licensor shall grant to Tessera an exclusive, perpetual, worldwide license to the technology and know-how of MEA.
C. The Parties are entering into this Agreement to give effect to that provision of the SPA.
NOW, THEREFORE, in consideration of the mutual covenants set out in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
In this Agreement, the following terms have the meanings given to them below. Capitalized terms used but not defined in this Agreement have the meanings given to them in the SPA.
“Drone Applications” means the testing, validation, qualification, certification or performance evaluation of unmanned aerial vehicles, unmanned aerial systems, electric propulsion systems for such vehicles or systems, and any component, subsystem or payload of any of them.
“Field” means all fields of use.
“Licensed Improvements” means any improvement, modification, enhancement or derivative work of the Licensed Technology that is conceived, developed or reduced to practice by or on behalf of the Licensor after the Effective Date.
“Licensed Know-How” means all technical, engineering and business information, data, designs, specifications, processes, methods, procedures, formulae, algorithms, source code, firmware, test protocols, drawings and other know-how, whether or not patentable, that is owned or controlled by the Licensor and used in, or necessary for, the Licensed Technology, including the Licensor’s Inertial Dynamometer System (IDS) and Regenerative Dynamometer System (RDS) technologies and MEA’s drone testing solutions.
“Licensed Patents” means all patents and patent applications, and all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations of them, owned or controlled by the Licensor as of the Effective Date or during the Term, that claim or cover the Licensed Technology.
“Licensed Technology” means collectively, the Licensed Patents, the Licensed Know-How and the Licensed Improvements.
“Person” means an individual, corporation, limited liability company, partnership, trust or other legal entity.
“Territory” means worldwide.
ARTICLE 2
EFFECTIVENESS
2.1 Effectiveness. This Agreement becomes effective on the Effective Date and is conditioned upon, and effective simultaneously with, the closing under the SPA. If the SPA is terminated before that closing occurs, this Agreement is void ab initio and of no force or effect.
2.2 Relationship to SPA. This Agreement is entered into in satisfaction of the condition in Section 7 of the SPA. In the event of any conflict between this Agreement and the SPA with respect to the subject matter of this Agreement, this Agreement controls.
ARTICLE 3
GRANT OF LICENSE
3.1 Grant. Subject to the terms and conditions of this Agreement, the Licensor grants to Tessera
(a) an exclusive, perpetual, irrevocable, worldwide, fully paid-up and royalty-free license, with the right to grant and authorize sublicenses through multiple tiers, under the Licensed Technology with respect to Drone Applications, to make, have made, use, sell, offer for sale, import, export, reproduce, modify, create derivative works of, and otherwise exploit the Licensed Technology in the Field;
(b) a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up and royalty-free license, with the right to grant and authorize sublicenses through multiple tiers, under the Licensed Technology with respect to any application for defense, security or homeland security end use within the Field.
To the extent any application constitutes both a Drone Application and an application for defense, security or homeland security end use, clause (a) controls and the license is exclusive with respect to that application.
3.2 Transferability. The license granted under Section 3.1 is fully transferable and assignable by Tessera, in whole or in part, without the consent of Licensor, including in connection with a merger, reorganization, sale of assets or change of control of Tessera.
3.3 [Reserved].
3.4 No Implied Licenses. Except as expressly set forth in this Agreement, no Party grants any license or other right, by implication, estoppel or otherwise, under any intellectual property.
3.5 Reservation of Ownership. Except for the license expressly granted in this Agreement, Licensor retains all right, title and interest in and to the Licensed Technology, and no ownership interest is transferred to Tessera under this Agreement.
3.6 Sublicensing. Tessera may grant sublicenses under the license granted in Section 3.1 through multiple tiers, without the consent of Licensor. Tessera shall remain responsible for the performance of its sublicensees under the terms of this Agreement.
2
ARTICLE 4
DELIVERY AND TECHNICAL ASSISTANCE
4.1 Delivery of Licensed Know-How. Within thirty (30) days after the Effective Date, the Licensor shall deliver to Tessera, in the form in which it is ordinarily maintained, copies of all documented Licensed Know-How reasonably necessary for Tessera to exercise the license granted under Section 3.1, including design files, specifications, test protocols, source code and firmware, together with a written inventory of what has been delivered.
4.2 Technical Assistance. For a period of twelve (12) months after the Effective Date, the Licensor shall make its technical personnel reasonably available to Tessera, at no additional charge to explain and assist in the transfer of the Licensed Know-How.
4.3 Improvements. Licensor shall promptly disclose to Tessera all Licensed Improvements developed during the Term, and such Licensed Improvements are automatically included in the Licensed Technology and subject to the license granted under Section 3.1 without further consideration.
ARTICLE 5
CONSIDERATION
5.1 Consideration. The license granted under this Agreement is granted in consideration of the consideration paid and payable by Tessera under the SPA, and no separate royalty, license fee or other payment is payable by Tessera in respect of the license granted under this Agreement.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 Mutual. Each Party represents and warrants to the others that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement; (c) this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (d) its execution and performance of this Agreement do not conflict with or violate its constitutional documents, any applicable law or any agreement to which it is a party.
6.2 Licensor Representations. Licensor represents and warrants to Tessera that: (a) it is the sole and exclusive owner of, or otherwise has the right to license, the Licensed Technology it purports to license under this Agreement; (b) except as set forth in Section 6.3, the Licensed Technology is free and clear of all liens, encumbrances and security interests; (c) it has not granted, and during the Term will not grant, to any third party any license or other right under the Licensed Technology that conflicts with the license granted to Tessera under Section 3.1; (d) to its knowledge, the exercise of the license granted under Section 3.1 does not infringe, misappropriate or otherwise violate the intellectual property rights of any third party; and (e) it has disclosed to Tessera all grants, funding or other support received from the Israel Innovation Authority or any other governmental body in respect of the Licensed Technology, and any restrictions arising from them.
6.3 Existing Lien. The Parties acknowledge that certain assets of MEA, which may include assets embodying the Licensed Technology, are subject to a first-priority lien in favor of a third-party lender. MEA will use best efforts to obtain, within 30 days after the Effective Date, a release or subordination confirming that the lien does not extend to, or is subordinate to Tessera’s rights in, the Licensed Technology.
6.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 6, THE LICENSED TECHNOLOGY IS PROVIDED “AS IS,” AND NO PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
3
ARTICLE 7
CONFIDENTIALITY
7.1 Obligation. Each Party will maintain the confidentiality of the other Parties’ confidential information disclosed under or in connection with this Agreement, using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care, and will not use such confidential information except to exercise its rights or perform its obligations under this Agreement.
7.2 Exceptions. The obligations in Section 7.1 do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party without restriction before disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or legal process, provided the receiving Party gives prompt notice to enable the disclosing Party to seek protective treatment, to the extent permitted by law.
7.3 Securities Law Disclosure. Licensor acknowledge that Tessera is a public reporting company and that Tessera may be required to describe this Agreement, and to file this Agreement as an exhibit, in its filings with the U.S. Securities and Exchange Commission. Nothing in this Article 7 restricts Tessera from making any disclosure it determines, on the advice of counsel, is required under applicable securities laws or the rules of any securities exchange on which its securities are listed.
ARTICLE 8
TERM AND TERMINATION
8.1 Term. This Agreement is effective as of the Effective Date and continues in perpetuity unless terminated in accordance with Section 8.2 (the “Term”). The license granted under Section 3.1 is irrevocable and will survive any termination of this Agreement except termination under Section 8.2(a).
8.2 Termination. This Agreement may be terminated only: (a) by mutual written consent of all Parties; or (b) by Tessera, in its sole discretion, upon written notice to the Licensor, in which case the license granted under Section 3.1 will survive termination and remain in full force and effect on the terms of this Agreement.
8.3 Survival. Articles 6 (as to representations made), 7, 9 and 10, and Sections 3.1, 3.2, 3.4 and 3.5, survive any termination or expiration of this Agreement.
ARTICLE 9
INDEMNIFICATION AND LIABILITY
9.1 Licensor Indemnification. Licensor shall indemnify, defend and hold harmless Tessera and its affiliates, and their respective directors, officers, employees and agents, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach by Licensor of its representations, warranties or covenants under this Agreement, including any claim that the exercise of the license granted under Section 3.1 infringes, misappropriates or otherwise violates the intellectual property rights of a third party.
9.2 Procedures. The indemnified Party shall give the indemnifying Party prompt written notice of any claim for which indemnification is sought, shall permit the indemnifying Party to control the defense and settlement of the claim, and shall cooperate reasonably in that defense, provided that the indemnifying Party may not settle any claim in a manner that imposes any obligation or admission on the indemnified Party without its prior written consent.
9.3 Limitation. Except in the case of fraud, willful misconduct or breach of Article 7, no Party is liable to any other Party for any indirect, incidental, consequential, special or punitive damages arising out of or in connection with this Agreement.
4
ARTICLE 10
GENERAL PROVISIONS
10.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Israel, without giving effect to any choice or conflict of law provision.
10.2 Jurisdiction. The competent courts of Tel Aviv-Jaffa have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, and each Party irrevocably submits to that jurisdiction.
10.3 Export Control. Each Party shall comply with all applicable export control laws and regulations, including the Israeli Defense Export Control Law, 5767-2007, and applicable U.S. export control laws, in connection with its performance under this Agreement. The Parties shall cooperate to obtain any export licenses or approvals required in connection with the transfer of the Licensed Technology.
10.4 Notices. All notices under this Agreement must be in writing and are deemed given when delivered personally, when sent by internationally recognized overnight courier, or when sent by email with confirmation of receipt, to the address as a Party may designate by notice.
10.5 Assignment. Licensor may not assign this Agreement or any of its rights or obligations under it without the prior written consent of Tessera. Tessera may assign this Agreement without consent as provided in Section 3.2. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.
10.6 Entire Agreement. This Agreement, together with the SPA, constitutes the entire agreement among the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to that subject matter.
10.7 Amendment and Waiver. This Agreement may be amended only by a written instrument signed by all Parties. No waiver of any provision is effective unless in writing and signed by the waiving Party, and no waiver operates as a waiver of any other provision or of the same provision on another occasion.
10.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision is to be enforced to the maximum extent permissible and the remaining provisions remain in full force and effect.
10.9 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to give full effect to this Agreement, including the execution of any confirmatory licenses or recordation documents required in any jurisdiction.
10.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. Electronic, digital or PDF signatures are deemed original signatures for all purposes.
[SIGNATURE PAGE FOLLOWS]
5
SIGNATURE PAGE TO
TECHNOLOGY LICENSE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| TESSERA DEFENSE AND HOMELAND SECURITY INC. | ||
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
| M.E.A. TESTING SYSTEMS LTD. | ||
| By: | /s/ Moshe Goldbaum | |
| Name: | Moshe Goldbaum | |
| Title: | CEO | |
6