Private Placement (Form 8-K)

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.