Tessera Defense & Homeland Security Inc.

Filed by a party other than the Registrant ☐

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Soliciting Material Pursuant to §240.14a-12

TESSERA DEFENSE AND HOMELAND SECURITY INC. (Name of Registrant as Specified In Its Charter)

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TESSERA DEFENSE AND HOMELAND SECURITY INC. 850 New Burton Road, Suite 201 Dover, Delaware 19904 (972) 52-437-4900 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS October 20, 2026 This proxy statement and the accompanying form of proxy are being furnished to stockholders of Tessera Defense and Homeland Security Inc. (formerly BiomX Inc.) (the "Company") by the Board of Directors of the Company (the "Board") in connection with the solicitation of proxies for use at the Special Meeting of Stockholders to be held on October 20, 2026 at 9:00 a.m. Eastern Time, virtually at https://www.cstproxy.com/tessera/2026 (the "Special Meeting"), and at any adjournment or postponement thereof. These materials are first being mailed or made available to stockholders on or about October 6, 2026. Important Notice Regarding the Availability of Proxy Materials: This proxy statement, the form of proxy and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at https://www.cstproxy.com/tessera/2026.

TESSERA DEFENSE AND HOMELAND SECURITY INC. 850 New Burton Road, Suite 201, Dover, Delaware 19904 October 6, 2026 Dear Stockholder: You are cordially invited to attend the Special Meeting of Stockholders of Tessera Defense and Homeland Security Inc. to be held on October 20, 2026 at 9:00 a.m. Eastern Time, virtually at https://www.cstproxy.com/tessera/2026. At the Special Meeting, you will be asked to vote on a proposal to approve an amendment to our 2026 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder. An adjournment proposal will also be considered if necessary. The Board of Directors recommends that you vote FOR each proposal. Your vote is very important. Even if you plan to attend the Special Meeting, we urge you to submit your proxy as soon as possible. Your broker cannot vote your shares without your instruction on either proposal. The accompanying proxy statement describes the proposals in detail. We encourage you to read it carefully before voting. Sincerely,

TESSERA DEFENSE AND HOMELAND SECURITY INC. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be held on October 20, 2026 NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Tessera Defense and Homeland Security Inc. (the "Company") will be held on October 20, 2026 at 9:00 a.m. Eastern Time, virtually at https://www.cstproxy.com/tessera/2026, for the following purposes: Proposal 1 - Approval of Plan Amendment: To approve an amendment to the Company's 2026 Equity Incentive Plan (the "Plan") to increase the number of shares of common stock reserved and available for issuance under the Plan by 5,315,000 shares, from 685,000 shares to 6,000,000 shares, in each case after giving effect to the Company's one-for-ten reverse stock split effected on September 9, 2026. Proposal 2 - Adjournment: To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal 1. To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. The Board is not aware of any other matters to be presented for a vote at the Special Meeting. Only stockholders of record at the close of business on October 5, 2026 (the "Record Date") are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting, please vote your shares as promptly as possible. Detailed instructions on how to vote are included in this proxy statement. By Order of the Board of Directors,

● Proposal 1: An amendment to the 2026 Equity Incentive Plan increasing the shares reserved and available for issuance by 5,315,000 shares, from 685,000 to 6,000,000 (after giving effect to the reverse stock split).

● Proposal 2: An adjournment proposal, if necessary to solicit additional proxies.

Who is entitled to vote? Holders of record of our common stock, $0.0001 par value per share ("Common Stock"), at the close of business on the Record Date of October 5, 2026 are entitled to vote. As of the Record Date, 9,026,478 shares of Common Stock were outstanding. Each share is entitled to one vote on each matter presented at the Special Meeting. What constitutes a quorum? The presence, in person (or virtually, as applicable) or by proxy, of the holders of a majority of the shares of Common Stock outstanding and entitled to vote at the Special Meeting constitutes a quorum. Abstentions are counted toward the quorum. Because neither proposal is a routine matter, we do not expect broker non-votes, and shares held in street name for which no voting instructions are given generally will not be counted toward the quorum. A quorum is required for business to be conducted at the Special Meeting. What vote is required for each proposal? Proposal 1 (Plan Amendment): The affirmative vote of a majority of the votes cast on the proposal is required. Abstentions and broker non-votes are not treated as votes cast and will have no effect on the outcome of Proposal 1. Stockholder approval of the Plan Amendment is also required under Section 711 of the NYSE American Company Guide. Proposal 2 (Adjournment): The affirmative vote of a majority of the votes cast on the proposal is required. Abstentions and broker non-votes are not treated as votes cast and will have no effect on the outcome of Proposal 2. Can my broker vote my shares without instructions? No. Both proposals are "non-routine" matters under the rules of the New York Stock Exchange governing broker discretionary voting. If you hold your shares through a bank, broker or other nominee and do not provide voting instructions, your shares will not be voted on either proposal, resulting in a "broker non-vote." Your broker can vote your shares only if you provide it with specific instructions. We encourage you to provide instructions to your broker so that your shares are voted. How does the Board recommend I vote? The Board unanimously recommends a vote FOR Proposal 1 and FOR Proposal 2.

How do I vote? If you are a stockholder of record (your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company), you may vote:

● By Mail: Complete, sign, date and return the enclosed proxy card in the postage-prepaid envelope provided.

● By Internet: Follow the instructions on your proxy card.

● Online: Attend the Special Meeting virtually at https://www.cstproxy.com/tessera/2026 using the control number on your proxy card, and vote your shares during the meeting.

If you are a beneficial owner (your shares are held in "street name" through a bank, broker or other nominee), your bank, broker or nominee will provide instructions on how to vote. Can I change or revoke my proxy? Yes. If you are a stockholder of record, you may change or revoke your proxy at any time before it is voted by: (i) signing and submitting a new, later-dated proxy card; (ii) submitting a new proxy by Internet; (iii) delivering a written notice of revocation to our Secretary at 850 New Burton Road, Suite 201, Dover, Delaware 19904; or (iv) attending the Special Meeting online and voting during the meeting. Your attendance at the Special Meeting alone will not revoke your proxy. If you are a beneficial owner, follow the instructions provided by your bank, broker or nominee to change your vote. Who pays for this proxy solicitation? The Company will bear the entire cost of this proxy solicitation, including the preparation, printing, assembly and mailing of this proxy statement and related materials. Our directors, officers and employees may solicit proxies in person, by telephone, by mail or electronically, for no additional compensation. We have not retained a proxy solicitor but may do so if we determine that additional solicitation efforts are necessary. How will my proxy be voted if I submit it but do not specify my vote? If you submit a signed proxy without specifying how you want to vote, your shares will be voted FOR Proposal 1 and FOR Proposal 2. Where can I find the results of the Special Meeting? We will report the voting results in a Current Report on Form 8-K filed with the SEC within four business days after the Special Meeting. The Form 8-K will be available on the SEC's website at www.sec.gov and on our investor relations webpage.

PROPOSAL 1 APPROVAL OF AMENDMENT TO THE 2026 EQUITY INCENTIVE PLAN Overview We are asking our stockholders to approve an amendment to our 2026 Equity Incentive Plan (the "Plan") to increase the number of shares of Common Stock reserved and available for issuance thereunder by 5,315,000 shares, from 685,000 shares to 6,000,000 shares, in each case as adjusted for our one-for-ten reverse stock split effected on September 9, 2026 (the "Amendment"). The full text of the Amendment is attached as Annex A to this proxy statement. The Plan, as originally adopted, is attached as Annex B, together with a note describing the amendment approved by our stockholders on June 26, 2026. The Board adopted the Amendment on September 24, 2026, subject to and conditioned upon stockholder approval. The Amendment will become effective on the date it is approved by our stockholders. Background and History of the Plan The Plan was adopted by the Board on March 20, 2026 and approved by our stockholders at a special meeting on April 10, 2026, with 1,390,000 shares of Common Stock initially reserved for issuance on a pre-split basis (139,000 shares after giving effect to the reverse stock split). At our annual meeting held on June 26, 2026, our stockholders approved an amendment increasing the shares reserved and available for issuance to 6,850,000 shares on a pre-split basis, equivalent to 685,000 shares after giving effect to the reverse stock split. The Plan replaced the Company's prior 2019 Omnibus Long-Term Incentive Plan (1) for purposes of new awards; no further awards may be granted under the 2019 Plan, and all outstanding awards under the 2019 Plan remain outstanding and subject to their existing terms. As of September 24, 2026, approximately 680,173 shares reserved under the Plan had been issued in settlement of awards, and approximately 4,827 shares remained available for future grants under the Plan, according to the reserve report of our transfer agent. Reasons for the Amendment The Board believes that equity compensation is an important tool for attracting and retaining the employees, directors and consultants whose contributions are essential to our success. The Board is recommending the Amendment for the following reasons: Few shares remain available. Only approximately 4,827 shares remain available for future grants under the Plan. Business needs. Following our acquisitions of Zorronet Ltd. and a majority interest in Dr. Frucht Systems Ltd. in April 2026, we have 32 employees and consultants across our operations in Israel and the United States, and the Board expects to make equity awards to retain personnel of the acquired businesses and to attract additional talent as we build our defense and homeland security platform. Competitive compensation. Equity compensation is a customary and expected element of total compensation in the technology and defense sectors. Without shares to grant, we would be unable to offer competitive equity-based incentives to existing and prospective employees, directors and consultants, placing us at a disadvantage relative to our competitors. Evergreen Provision. The Plan contains an automatic annual share increase beginning January 1, 2027 (described below under "Plan Description - Evergreen Provision"), but that provision does not take effect until January 1, 2027. Without the Amendment, we would be unable to make sufficient equity awards to meet our anticipated business needs prior to that date. If the Amendment is not approved by our stockholders, the Plan will continue in effect with its current share reserve, and we will be unable to make sufficient equity awards to meet our anticipated business needs until shares become available under the Evergreen Provision on January 1, 2027.

Dilution The 5,315,000 additional shares represent approximately 58.9% of the 9,026,478 shares of Common Stock outstanding as of the Record Date. We expect the number of outstanding shares of Common Stock to increase substantially by the end of 2026, as a result of sales of Common Stock under our at-the-market offering program and other financings, shares that may be issued as consideration in acquisitions, equity awards to employees, directors and consultants, and the conversion of outstanding notes and exercise of outstanding warrants. The Board determined the size of the increase with that expected increase in mind. The Evergreen Provision will also increase the shares reserved under the Plan on each January 1, beginning January 1, 2027, by 4% of the shares of Common Stock outstanding on the preceding December 31, as described below. If the Amendment is approved and all 5,315,000 additional shares are ultimately issued, existing stockholders will experience dilution of their proportionate voting power and economic interest in the Company. The Board has considered this dilution in recommending the Amendment and believes that the anticipated benefits of the Amendment outweigh the potential dilutive effect. Plan Description The following is a summary of the material terms of the Plan. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan attached as Annex B to this proxy statement. Capitalized terms used but not defined in this summary have the meanings given to them in the Plan. Purpose The purpose of the Plan is to attract, retain and motivate employees, directors, consultants and advisors by enabling them to acquire a proprietary interest in the Company, and to align their interests with those of the Company's stockholders. Eligibility All employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its subsidiaries are eligible to receive awards under the Plan. Administration The Plan is administered by the Board, which may delegate authority to the Compensation Committee. The plan administrator has broad discretion to select participants, determine the type and size of awards, establish performance goals, interpret the Plan, and adopt rules for its administration. The plan administrator's decisions are final and binding. Types of Awards The Plan permits the grant of: (i) Incentive Stock Options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) Non-qualified Stock Options ("NQSOs"); (iii) Stock Appreciation Rights ("SARs"); (iv) Restricted Stock; (v) Restricted Stock Units ("RSUs"); (vi) Performance Awards; and (vii) other stock-based awards. Shares Available; Recycling As currently in effect, 685,000 shares of Common Stock are reserved for issuance under the Plan. If the Amendment is approved, the total reserve will be increased to 6,000,000 shares. Shares subject to awards that expire, are cancelled, forfeited, terminated or settled in cash without the delivery of shares are generally returned to the pool and become available for future grants. Shares withheld to satisfy tax withholding obligations or to pay the exercise price of an award do not become available for future grants. Evergreen Provision Beginning on January 1, 2027, the number of shares reserved under the Plan will automatically increase on January 1 of each year through January 1, 2036 by an amount equal to 4% of the total number of shares of Common Stock outstanding as of December 31 of the preceding year, or such lesser number as the Board may determine prior to the relevant January 1. The first automatic increase will occur on January 1, 2027. The Evergreen Provision is not affected by the Amendment. Market Value of Common Stock The closing price of our Common Stock on the NYSE American on October 6, 2026 was $0.3250 per share.

Stock Options The exercise price per share of a stock option must be at least 100% of the Fair Market Value (generally, the closing price on the NYSE American) of a share of Common Stock on the date of grant, and 110% in the case of an ISO granted to a 10% stockholder. The maximum term of a stock option is ten years (five years for ISOs granted to 10% stockholders). Options vest as determined by the plan administrator. The Plan prohibits the repricing of outstanding options or SARs without stockholder approval. Restricted Stock and Restricted Stock Units Restricted stock and RSUs may be granted subject to vesting conditions, including time-based vesting, performance conditions, or a combination. Participants holding restricted stock have voting and dividend rights (subject to the vesting conditions); holders of RSUs generally do not. Vested RSUs are settled in shares of Common Stock or, at the plan administrator's discretion, cash. Minimum Vesting Awards granted under the Plan are subject to a minimum vesting period of one year from the date of grant, except that (i) a portion of awards equal to up to 5% of the total shares reserved under the Plan may be granted without regard to the minimum vesting period, and (ii) the plan administrator may accelerate vesting in connection with a change in control, the participant's death or disability, or other special circumstances. Change in Control Unless otherwise provided in an award agreement, in the event of a Change in Control (as defined in the Plan) in which outstanding awards are assumed or substituted by the successor entity, and the participant's service is subsequently terminated without Cause or for Good Reason within 24 months following the Change in Control, such awards will become fully vested and exercisable (double-trigger acceleration). The plan administrator may take other actions with respect to outstanding awards in connection with a Change in Control, including accelerating vesting, requiring settlement, or providing for the cancellation of awards for cash consideration. Clawback All awards under the Plan are subject to any clawback or recoupment policy adopted by the Company from time to time, including policies required to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC Rule 10D-1. Non-Transferability Awards under the Plan generally are not transferable other than by will or the laws of descent and distribution, and may be exercised during the participant's lifetime only by the participant or his or her legal guardian. Adjustment In the event of a stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the Company's capital structure, the plan administrator will make equitable adjustments to the number and type of shares reserved under the Plan, the individual award limits, the exercise prices of outstanding options and SARs, and the other terms of outstanding awards. Amendment and Termination The Board may amend, suspend or terminate the Plan at any time, subject to applicable law and the rules of NYSE American. Stockholder approval is required for any amendment that would: (i) increase the number of shares reserved for issuance; (ii) change the class of persons eligible to receive ISOs; (iii) reduce the exercise price of outstanding options or SARs (other than in connection with a capital restructuring); (iv) extend the term of any outstanding option or SAR; or (v) otherwise require stockholder approval under applicable law or exchange rules. No award may be granted under the Plan after April 10, 2036.

Section 409A The Plan and all awards thereunder are intended to comply with, or be exempt from, Section 409A of the Code, and are to be interpreted and administered accordingly. The Plan does not constitute a guarantee of Section 409A compliance, and participants bear the risk of adverse tax consequences if their awards fail to comply with Section 409A. U.S. Federal Income Tax Consequences The following is a brief summary of certain U.S. federal income tax consequences of participation in the Plan. This summary is based on current law and does not discuss state, local or non-U.S. tax consequences. Tax laws change frequently, and the tax treatment of awards depends on individual circumstances. Participants should consult their own tax advisors regarding the specific tax consequences applicable to them. Incentive Stock Options (ISOs). An optionee generally recognizes no taxable income upon the grant of an ISO. Upon exercise, an optionee generally does not recognize regular income tax, but the spread (the difference between the exercise price and the fair market value of the shares on the exercise date) is an item of adjustment for alternative minimum tax purposes. If the shares acquired on exercise of an ISO are held for at least two years from the grant date and one year from the exercise date, any gain or loss on disposition is long-term capital gain or loss. If those holding periods are not satisfied (a "disqualifying disposition"), the optionee will recognize ordinary income equal to the lesser of (i) the gain on the disposition, or (ii) the spread at the time of exercise, and the Company generally is entitled to a corresponding deduction. The Company is not entitled to a deduction upon the exercise of an ISO. Non-qualified Stock Options (NQSOs). An optionee generally recognizes no taxable income upon the grant of a NQSO. Upon exercise, the optionee recognizes ordinary income equal to the spread on the exercise date, and the Company is generally entitled to a corresponding deduction. The optionee's tax basis in the acquired shares is equal to the exercise price plus the amount of ordinary income recognized. Any subsequent gain or loss is capital gain or loss, long-term or short-term depending on the holding period. Stock Appreciation Rights (SARs). A participant generally recognizes no taxable income upon the grant of a SAR. Upon exercise, the participant recognizes ordinary income equal to the cash or the fair market value of the shares received, and the Company generally is entitled to a corresponding deduction. Restricted Stock. A participant generally recognizes no taxable income upon the grant of restricted stock. Upon vesting, the participant recognizes ordinary income equal to the fair market value of the shares at the time of vesting, less any amount paid, and the Company generally is entitled to a corresponding deduction. Alternatively, within 30 days of receiving restricted stock, the participant may elect under Section 83(b) of the Code to recognize ordinary income at the time of grant based on the grant-date fair market value, in which case no additional ordinary income is recognized on vesting. Restricted Stock Units (RSUs). A participant generally recognizes no taxable income upon the grant of RSUs. Upon settlement (delivery of shares or cash), the participant recognizes ordinary income equal to the fair market value of the shares or the amount of cash received, and the Company generally is entitled to a corresponding deduction. RSUs do not qualify for a Section 83(b) election. Section 162(m). Under Section 162(m) of the Code, the Company's annual deduction for compensation paid to "covered employees" is generally limited to $1,000,000 per covered employee per taxable year.

Equity Compensation Plan Information The following table sets forth information as of December 31, 2025 regarding shares of Common Stock that may be issued under the Company's equity compensation plans.

Plan Category Number of Securities to be Issued Upon exercise of outstanding options, warrants and Rights (a) Weighted- average exercise Price of outstanding options, warrants and Rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders:

2019 Omnibus Long-Term Incentive Plan 142,619 $ 4.20 440,095

Equity compensation plans not approved by security holders: 2015 Employee Stock Option Plan (2) 7,768 $ 3.18 -

The table above is presented as of December 31, 2025, the end of our last completed fiscal year. On April 10, 2026, our stockholders approved the 2026 Plan, which replaced the 2019 Omnibus Long-Term Incentive Plan for purposes of new awards. The table above does not reflect the 2026 Plan or the amendment to the 2026 Plan described in the Definitive Proxy Statement on Schedule 14A filed on June 8, 2026, and is not adjusted for the one-for-ten reverse stock split effected on September 9, 2026.

(1) The share reserve of the 2019 Omnibus Long-Term Incentive Plan increases automatically on January 1 of each year through January 1, 2029 by 4% of the shares of Common Stock outstanding on the preceding December 31. On January 1, 2026, 63,748 shares were added, which are not reflected in the table. No further awards may be granted under the 2019 Plan.

(2) The 2015 Employee Stock Option Plan was adopted by BiomX Ltd. before the 2019 business combination and was not approved by the Company's stockholders. No shares remain available for future issuance under it; it continues to govern outstanding awards.

New Plan Benefits Awards under the Plan are granted at the discretion of the plan administrator, and it is not possible to determine the benefits that will be received by any particular person if the Amendment is approved. No awards have been granted subject to or conditioned upon stockholder approval of the Amendment. Registration of Shares If the Amendment is approved, we intend to file a registration statement on Form S-8 with the SEC to register the additional shares of Common Stock reserved under the Plan. Vote Required and Board Recommendation Approval of Proposal 1 requires the affirmative vote of a majority of the votes cast on the proposal. Stockholder approval of the Amendment is also required under Section 711 of the NYSE American Company Guide. Abstentions and broker non-votes are not treated as votes cast and will have no effect on the outcome of Proposal 1. The Board unanimously recommends a vote FOR Proposal 1. Interests of Directors and Executive Officers. Our directors and executive officers are eligible to receive awards under the Plan and therefore have an interest in the approval of Proposal 1. No determination has been made as to the specific awards, if any, that would be granted to directors or executive officers from the additional shares.

PROPOSAL 2 ADJOURNMENT OF THE SPECIAL MEETING If there are insufficient votes at the Special Meeting to approve Proposal 1, the Board may propose to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. Proposal 2 asks stockholders to authorize the Board to adjourn the Special Meeting for this purpose. If approved, the Special Meeting may be adjourned and any adjourned session of the Special Meeting may be held without notice other than an announcement at the Special Meeting at which the adjournment is voted upon. Any proxy properly submitted for the Special Meeting may be voted at any adjourned session in the manner directed by the stockholder, unless the stockholder revokes it before the adjourned session. Approval of Proposal 2 is not contingent on approval of Proposal 1. Approval of Proposal 2 requires the affirmative vote of a majority of the votes cast on the proposal. The Board unanimously recommends a vote FOR Proposal 2.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the beneficial ownership of our Common Stock as of the Record Date (the "Measurement Date"), for: (i) each person known to us to beneficially own more than 5% of our outstanding Common Stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our directors and executive officers as a group. All share numbers give effect to the one-for-ten reverse stock split effected on September 9, 2026. Beneficial ownership is determined in accordance with the rules of the SEC. A person is deemed to beneficially own any shares of Common Stock over which the person has or shares voting or investment power, as well as any shares that the person has the right to acquire within 60 days of the Measurement Date pursuant to options, warrants or other rights. Shares subject to a beneficial ownership limitation are not included in the calculation. Percentage ownership is calculated based on 9,026,478 shares of Common Stock outstanding as of the Record Date.

Name and Address of Beneficial Owner Shares Beneficially Owned

Roy Timor-Rousso, Chief Business Officer (3)

All directors and executive officers as a group (7 persons)

(1) Consists of 328,000 shares of Common Stock held directly and 637,424 shares of Common Stock issuable upon exercise of warrants held by Mandragola Ltd. ("Mandragola") as of the record date. Mandragola holds a warrant to purchase up to 369,200 shares issued April 13, 2026 and a warrant to purchase up to 200,000 shares issued May 13, 2026, each exercisable at any time on a cashless basis for a number of shares determined by a Black-Scholes formula. The terms of the warrants limit exercise so that Mandragola's beneficial ownership does not exceed 9.99% of the outstanding Common Stock at any time, and shares issuable in excess of that limit are excluded. Also excludes shares of Common Stock issuable upon conversion of notes that may be issued under the Line of Credit Agreement dated October 5, 2026 providing for advances of up to $5,000,000, convertible at the lower of the lowest closing price during the five trading days preceding conversion and $1.00 per share, subject to a 19.99% exchange cap pending stockholder approval and to NYSE American authorization. No principal is outstanding under the $2,000,000 line of credit dated May 13, 2026; the note previously outstanding under it was converted in full on September 29, 2026 into 200,000 shares, which are included in the shares held directly.

(2) The address of such person is 8 Gavish Street, Netanya, Israel.

(3) Excludes 6,657 shares scheduled to vest on each of July 1, 2027 and July 1, 2028, subject to his continued association with the Company.

(4) Consists of 282,600 shares of Common Stock held directly by Mr. Naim and 195,000 shares of Common Stock held by Mayers Ventures LLC, of which Mr. Naim is the owner and manager, as reported in the Schedule 13D/A filed by Mayers Ventures LLC and Mr. Naim on October 6, 2026. The address of Mr. Naim is c/o Mayers Ventures LLC, 745 Fifth Avenue, New York, NY 10151.

EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth the total compensation paid or accrued during the fiscal years ended December 31, 2025 and December 31, 2024, with respect to (i) our Chief Executive Officer and (ii) our two other most highly compensated executive officers, who each earned more than $100,000 during the fiscal year ended December 31, 2025 and were serving as executive officers as of such date.