Tessera Defense & Homeland Security Inc.: issues 3,473,039 restricted shares

What happened

• Tessera Defense & Homeland Security Inc. filed an 8-K reporting that it issued 195,000 restricted shares of common stock to Mayers Ventures LLC in connection with its acquisition of an equity interest in M.E.A. Testing Systems Ltd. and an option to acquire additional interest, and that it issued 3,278,039 restricted shares to Mandragola Ltd. upon cashless exercises of portions of a five-year warrant dated Apr 13, 2026.
• The filing reports that, through Oct 12, 2026, the company has raised more than $6,000,000 in net proceeds under its at-the-market offering program at an average net price of approximately $1.11 per share, as adjusted for the one-for-ten reverse stock split effective Sep 9, 2026. As of Oct 12, 2026, the company had 13,983,094 shares of common stock outstanding after these issuances and ATM sales.

Key details

• 195,000 restricted shares issued to Mayers Ventures LLC in connection with MEA and an option involving Motomova Inc.
• 3,278,039 restricted shares issued to Mandragola Ltd. upon cashless exercises of the DFSL Warrant (five-year warrant dated Apr 13, 2026); exercise uses Black-Scholes value with the lower of the closing bid prices for the two trading days preceding the exercise and a floor of $0.10 per share (as adjusted).
• DFSL Warrant cannot be exercised if Mandragola and its affiliates would beneficially own more than 9.99% of outstanding common stock after the exercise.
• ATM program raised more than $6,000,000 in net proceeds at an average net price of approximately $1.11 per share; management may temporarily halt ATM sales as it evaluates capital needs.

Why it may matter

• Item 3.02 (unregistered sales of equity securities) covers the issuance of restricted shares to Mayers Ventures LLC and Mandragola Ltd., issued in reliance on Section 4(a)(2) of the Securities Act and treated as restricted securities under Rule 144.
• Item 8.01 (other events) covers the reported net proceeds from the company’s at-the-market offering program and management’s note that it may temporarily halt sales under that program.
• The filing does not show why the insider traded or why the company acted.