Tessera Defense & Homeland Security Inc.: issues 6,529,494 restricted shares

What happened

• The filing says Tessera Defense & Homeland Security Inc issued 6,529,494 restricted shares of common stock to Mandragola Ltd. The shares were issued in four tranches upon cashless exercises by Mandragola of portions of a 5‑year warrant (the DFSL Warrant) issued Apr 13, 2026 in connection with the Company’s acquisition of a 60% interest in Dr. Frucht Systems Ltd.

Key details

• The DFSL Warrant is exercisable on a cashless basis for a number of shares equal to the Black‑Scholes value of a Warrant Share, using the lower of the closing bid prices of the Company’s common stock in the 2 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 and are “restricted securities” within the meaning of Rule 144.
• As of Oct 19, 2026, after giving effect to the issuances described above, the Company had 20,663,177 shares of common stock outstanding.

Why it may matter

• The filing reported Item 3.02 (Unregistered Sales of Equity Securities), which covers the issuance of unregistered restricted shares and the exemption relied upon for those issuances. The filing does not show why the insider traded or why the company acted.