Tessera issues more shares to Mandragola on DFSL warrant exercises

Tessera Defense and Homeland Security Inc., which trades as HLSQ on NYSE American, disclosed in an 8-K dated October 19, 2026 that it issued additional restricted stock to Mandragola Ltd. between October 13 and October 19, 2026.

The company issued 6,529,494 restricted shares of common stock to Mandragola Ltd. in four tranches upon cashless exercises of portions of the five-year warrant issued to Mandragola on April 13, 2026 in connection with Tessera's acquisition of a 60% interest in Dr. Frucht Systems Ltd.¹

As with prior exercises, the DFSL Warrant converts on a cashless basis using the Black-Scholes value of a warrant share, based on the lower of the closing bid prices of the company's common stock over the two trading days before exercise, subject to a floor of $0.10 per share as adjusted.¹ The warrant cannot be exercised if doing so would push Mandragola's beneficial ownership, together with its affiliates, above 9.99% of Tessera's outstanding common stock.¹

The shares were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, making them restricted securities under Rule 144.¹

As of October 19, 2026, after these issuances, Tessera had 20,663,177 shares of common stock outstanding¹, up from 13,983,094 shares as of October 12, 2026 following the prior tranche of warrant exercises and the Mayers Ventures acquisition-share issuance tied to the company's stake in M.E.A. Testing Systems Ltd. The filing was signed by Chief Executive Officer Michael Oster.