Tessera Defense & Homeland Security Inc 8-K, filed Oct 13, 2026
Tessera Defense & Homeland Security Inc. (HLSQ)
About this 8-K
Tessera Defense & Homeland Security Inc filed this 8-K on October 13, 2026, reporting on events of October 6, 2026.
As of October 12, 2026, Tessera had 13,983,094 common shares outstanding after issuing 195,000 restricted shares to Mayers Ventures LLC and 3,278,039 restricted shares to Mandragola Ltd. AI summary
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
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Item 3.02 Unregistered Sales of Equity Securities
Between October 6, 2026 and October 12, 2026, Tessera Defense and Homeland Security Inc. (“Tessera” or the “Company”) issued (i) 195,000 restricted shares of common stock (the “Acquisition Shares”) to Mayers Ventures LLC (“Mayers”) in respect of the acquisition 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., MEA’s majority shareholder, and (ii) 3,278,039 restricted shares of common stock to Mandragola Ltd. (the “Warrant Shares”) issued in three 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 and the Acquisition 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 12, 2026, after giving effect to the issuances described above and to shares sold under the Company’s at-the-market offering program, the Company had 13,983,094 shares of common stock outstanding.
Item 8.01 Other Events.
Through October 12, 2026, the Company has raised more than $6 million in net proceeds through its at-the-market offering program at an average net price of approximately $1.11 per share, as adjusted for the Company's one-for-ten reverse stock split which was implemented as of September 9, 2026. The Company’s management is continuously evaluating its capital needs in light of the changing market conditions and may, when management deems it appropriate, temporarily halt sales of its common stock under the at-the-market offering program.
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 13, 2026 | |
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
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