Tessera Defense & Homeland Security Inc. (0001739174) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2026

TESSERA DEFENSE AND HOMELAND SECURITY INC.

(Exact name of registrant as specified in its charter)

850 New Burton Road, Suite 201, Dover, Delaware 19904

(Address of principal executive offices, including zip code)

(972) 52-437-4900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

Between October 13, 2026 and October 19, 2026, Tessera Defense and Homeland Security Inc. (“Tessera” or the “Company”) issued 6,529,494 restricted shares of common stock to Mandragola Ltd. (the “Warrant Shares”) issued in four tranches upon cashless exercises by Mandragola of portions of the five-year warrant issued (the “DFSL Warrant”) to Mandragola on April 13, 2026 in connection with the Company’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. (“DFSL”).

The DFSL Warrant is exercisable on a cashless basis for such number of shares of common stock equal to the Black-Scholes value of a Warrant Share, as set out in the DFSL Warrant, using 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). 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 of 1933, as amended (the “Securities Act”). The shares are “restricted securities” within the meaning of Rule 144 under the Securities Act.

As of October 19, 2026, after giving effect to the issuances described above, the Company had 20,663,177 shares of common stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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