Tessera Defense & Homeland Security Inc.

Item 3.02 Unregistered Sales of Equity Securities

Between October 20, 2026 and October 23, 2026, Tessera Defense and Homeland Security Inc. (the "Company") issued 5,332,617 restricted shares of common stock to Mandragola Ltd. (the "Warrant Shares") in three 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 23, 2026, after giving effect to the issuances described above, the Company had 25,995,794 shares of common stock outstanding.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the stockholder approval, the equity awards to Michael Oster, the Company's Chief Executive Officer, and David Rokach, the Company's Chief Financial Officer, described in Item 5.02 of the Company's Current Report on Form 8-K filed on October 7, 2026, which were subject to stockholder approval of Amendment No. 2, are no longer subject to that condition.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Proposal 1: Approval of Amendment to the 2026 Equity Incentive Plan.

The Company's stockholders approved an amendment to the Company's 2026 Equity Incentive 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. The voting results were as follows:

The Company's stockholders approved the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve Proposal 1. The voting results were as follows:

Because Proposal 1 received sufficient votes for approval, no adjournment of the Special Meeting was necessary.

Item 9.01. Financial Statements and Exhibits.

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