Tessera Defense issues shares and amends equity plan after stockholder vote
Tessera Defense issues shares and amends equity plan after stockholder vote
Tessera Defense & Homeland Security Inc. (NYSE American:HLSQ) reported a series of corporate actions this week, according to a statement filed with the Securities and Exchange Commission.
Between Monday and Friday, the company issued 5,332,617 restricted shares of common stock to Mandragola Ltd. These shares were issued in three tranches upon cashless exercises by Mandragola of portions of a five-year warrant originally granted on April 13, 2026, in connection with Tessera Defense’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. The warrant is exercisable on a cashless basis for a number of shares calculated using the Black-Scholes value, based on the lower of the closing bid prices in the two trading days preceding the exercise, subject to a floor price of $0.10 per share. The warrant also contains a provision limiting Mandragola’s beneficial ownership to no more than 9.99% of Tessera Defense’s outstanding common stock following any exercise.
The newly issued shares are classified as “restricted securities” under Rule 144 of the Securities Act of 1933 and were issued under an exemption from registration provided by Section 4(a)(2) of the Act. After these transactions, Tessera Defense reported 25,995,794 shares of common stock outstanding as of Friday.
In a Special Meeting of Stockholders held Monday, Tessera Defense’s stockholders approved Amendment No. 2 to the company’s 2026 Equity Incentive Plan. The amendment increases the number of shares reserved for issuance under the plan by 5,315,000 shares, raising the total from 685,000 to 6,000,000 shares, after accounting for a one-for-ten reverse stock split completed on September 9, 2026. According to the company, the amendment also removed a stockholder approval condition on previously disclosed equity awards to Chief Executive Officer Michael Oster and Chief Financial Officer David Rokach.
Voting results for the plan amendment were 3,540,463 shares in favor, 187,380 against, and 591 abstentions, with no broker non-votes. Stockholders also approved a proposal to adjourn the meeting if necessary, with 3,598,806 votes for and 128,987 against, but adjournment was not required.
This information is based on a press release statement filed with the SEC.For investors seeking deeper insights into HLSQ’s financial health and prospects, InvestingPro offers 16 additional ProTips and comprehensive analysis. The platform’s Fair Value assessment suggests the stock may be slightly undervalued at current levels, while a detailed Pro Research Report provides actionable intelligence on this and over 1,400 US equities.
In other recent news, Tessera Defense & Homeland Security Inc. has issued 6,529,494 restricted shares of common stock to Mandragola Ltd. This issuance followed the cashless exercise of a five-year warrant, originally granted as part of Tessera’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. Additionally, Tessera Defense has signed an option agreement to potentially acquire a 51% stake in RT LTA Systems Ltd. through its subsidiary, Tessera Defense and Homeland Security Israel Ltd. This agreement allows Tessera Israel the right to purchase the shares within 90 days, pending due diligence and necessary approvals.
Meanwhile, BiomX Inc. has announced its entry into a Share Purchase and Option Agreement to acquire a 10% equity interest in M.E.A. Testing Systems Ltd. This acquisition involves the purchase of 324,573 shares for $50,000 in cash and 1,300,000 restricted shares of BiomX common stock. The completion of this transaction is subject to approval by the NYSE American and the execution of a license agreement for BiomX to obtain exclusive rights to MEA’s technology. These developments represent significant strategic moves for both Tessera Defense and BiomX in expanding their respective business interests.