Tessera Defense & Homeland Security Inc.: issued 5,332,617 restricted shares

What happened

• The filing says the Company issued 5,332,617 restricted shares of common stock to Mandragola Ltd in three tranches upon cashless exercises of portions of a five-year warrant issued Apr 13, 2026 in connection with the Company’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. The DFSL Warrant is exercisable on a cashless basis using a Black-Scholes calculation tied to 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), and may not be exercised to the extent Mandragola and its affiliates would beneficially own more than 9.99% after the exercise. The Warrant Shares were issued in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and are “restricted securities” under Rule 144. As of Oct 23, 2026, after these issuances the Company had 25,995,794 shares of common stock outstanding.

• The filing says that, at the Special Meeting described in the Proxy Statement, stockholders approved Amendment No. 2 to the Company’s 2026 Equity Incentive Plan, which increased the number of shares reserved for issuance under the Plan by 5,315,000 shares, from 685,000 shares to 6,000,000 shares after giving effect to the one-for-ten reverse stock split effected Sep 9, 2026. The Proxy Statement containing a summary of the amended Plan was filed Oct 6, 2026. The filing says that, as a result of the stockholder approval, the equity awards to Michael Oster and David Rokach described in the Proxy Statement were approved.

Key details

• 5,332,617 restricted shares issued to Mandragola Ltd in three tranches upon cashless exercises of the DFSL Warrant.
• DFSL Warrant dated Apr 13, 2026; cashless exercise uses Black-Scholes with a $0.10 per share floor and a 9.99% beneficial ownership cap.
• Shares issued relying on Section 4(a)(2); classified as restricted under Rule 144.
• Company outstanding common stock: 25,995,794 shares as of Oct 23, 2026.
• Amendment No. 2 increased Plan shares by 5,315,000 from 685,000 to 6,000,000 after the Sep 9, 2026 reverse split; summary in Proxy Statement filed Oct 6, 2026.

Why it may matter

• Item 3.02 (Unregistered sales of equity securities) reports the issuance of Warrant Shares to Mandragola Ltd under the DFSL Warrant and the terms of those cashless exercises.
• Item 5.07 (Submission of matters to a vote of security holders) reports stockholder approval of Amendment No. 2 to the 2026 Equity Incentive Plan, increasing the number of shares reserved for issuance under the Plan.
• This filing does not show why the insider traded or why the company acted.