Tessera Defense & Homeland Security Enters Option to Buy 51% of RT LTA

What Happened Tessera Defense & Homeland Security Inc. (through its wholly owned subsidiary Tessera Defense and Homeland Security Israel Ltd.) announced on Sept. 24, 2026 that it entered an Option Agreement with X S.E. Security and Defense Ltd. giving Tessera Israel a 90‑day, unilateral option to purchase all (51%) of X SE’s shares in RT LTA Systems Ltd., an Israeli maker of tethered aerostat systems for persistent airborne surveillance and communications. Tessera Israel must remit a $1,000,000 option consideration within 30 days (refundable if the option is not exercised or the agreement terminates). Exercise is subject to due diligence and required approvals (including boards, other RT shareholders if needed, Israeli Ministry of Defense, and Israel Innovation Authority).

Key Details

• Option exercise window: 90 days from Sept. 24, 2026; Tessera Israel may terminate the Option Agreement at any time before or during that period.
• Option consideration: $1,000,000 payable within 30 days; refundable if option not exercised or agreement terminated.
• Purchase price: 51% of RT’s equity value, where equity value = the lesser of (i) $13,000,000 and (ii) [2× average EBITDA + 10% × average revenue] for fiscal years 2026–2028 (based on audited statements). This implies a maximum implied price of $6.63M for the 51% stake if the $13M cap applies.
• Payment terms: On exercise, Tessera Israel must pay $2,000,000 on account of the Purchase Price (including the $1,000,000 option consideration), $1,000,000 at closing, and any remaining balance in installments tied to audited FY2026–2028 results; payment may be in cash, Tessera common shares (subject to NYSE American and securities law approvals), or a combination.
• Other terms: X SE must cause RT to grant Tessera Israel a non‑exclusive, perpetual license to RT’s technology within 60 days (survives termination); X SE is restricted from soliciting alternative transactions or transferring/encumbering RT shares while the option is outstanding. Disputes over price calculations resolved by an independent accounting firm.

Why It Matters This agreement gives Tessera a secured, time‑limited pathway to acquire a controlling interest (51%) in RT LTA Systems, which could expand Tessera’s product and technology offerings into tethered aerostat surveillance and communications. The immediate cash commitment is limited to a refundable $1M option fee (with further payments only if Tessera exercises the option and conditions are met), and the maximum upfront implied purchase is modest relative to many deals (51% of a capped $13M equity value = $6.63M). However, completion depends on due diligence and several regulatory and shareholder approvals, so the transaction is not guaranteed. Investors should watch for whether Tessera exercises the option, any required approvals, and subsequent disclosure about purchase mechanics or stock issuance.