Tessera Defense & Homeland Security Inc. (PHGE) Form 8-K — Sep 22, 2026
$PHGEForm 8-KItems 1.01, 3.02, 9.01Filed Sep 22, 2026, 5:01 PM ET0001213900-26-102245Original filing
Tessera Defense and Homeland Security (NYSE American: HLSQ) amended its Share Purchase and Option Agreement with Mayers Ventures to increase its stake in Israel's M.E.A. Testing Systems from 10% to 15% on a fully diluted basis, and closed the initial 10% purchase on September 16, 2026, issuing 130,000 post-reverse-split shares. The amendment also adds an unsecured convertible loan facility of up to $475,000 at 12% interest, convertible into MEA shares at a valuation capped at $10 million, with a blocker preventing Tessera from exceeding 19.999% of MEA.
Key figures
- Loan Amount
- $475,000 convertible loan facility
- Interest Rate
- 12
- Shares Offered
- 195000
- Option expiry
- June 30, 2028
- Closing shares
- 130000
- Additional shares
- 65000
- Reverse split ratio
- 1:10 (effective September 9, 2026)
- Conversion valuation cap
- $10,000,000 (floor $2,000,000; or 4x MEA FY2027 EBITDA)
- Shares as pct outstanding
- approximately 4.5%
- Amended purchased interest
- 15% of MEA fully diluted (486,860 shares) — pending NYSE American listing approval
- Initial purchased interest
- 10% of MEA fully diluted (324,573 shares) — closed
- Prepayment revenue threshold
- $5,000,000 quarterly net revenue
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