Tessera Defense and Homeland Security Inc. announced an amendment to its agreement to acquire an equity interest in M.E.A. Testing Systems Ltd., an Israeli company specializing in drone and unmanned system testing. The amendment, entered into on September 16, 2026, increases the Company's ownership stake from 10% to 15% of M.E.A.'s share capital on a fully diluted basis.
The transaction involves the issuance of 130,000 shares of Tessera's common stock, adjusted for a one-for-ten reverse stock split effective September 9, 2026. Additionally, the Company agreed to issue an additional 65,000 shares to the Seller, Mayers Ventures LLC, subject to authorization by the NYSE American for listing. These 195,000 shares represent approximately 4.5% of the Company's outstanding common stock as of the filing date. The total consideration remains valued at $50,000, which is being advanced as a loan rather than a direct cash payment.
Tessera also entered into a Technology License Agreement with M.E.A. on the same date. Under this agreement, Tessera received a perpetual, irrevocable, worldwide, royalty-free license for M.E.A.'s patents, know-how, and improvements, specifically including inertial dynamometer and regenerative dynamometer technologies and drone testing solutions. The license is exclusive for the testing, validation, and evaluation of unmanned aerial vehicles and propulsion systems, with non-exclusive rights for other defense and homeland security applications.
As part of the closing, Tessera completed the purchase of 324,573 shares of M.E.A., representing the initial 10% interest, and issued the 130,000 shares of common stock to the Seller. The remaining 65,000 shares for the increased interest are pending NYSE American authorization. The Company also established an unsecured loan facility of up to $475,000, bearing 12% annual interest, which may be converted into ordinary shares of M.E.A. under specific conditions.
