Tessera Defense and Homeland Security Inc. has entered into a new financing agreement with Mandragola Ltd. On October 5, 2026, the company executed a Line of Credit Agreement (the “Credit Agreement”) with Mandragola. Under the terms of this agreement, Mandragola agreed to provide the company with a revolving line of credit with an aggregate principal amount of up to $5,000,000 (the “New Credit Line”). This new facility is in addition to an existing $2,000,000 revolving line of credit that was established between the parties on May 13, 2026.
The New Credit Line allows Tessera to request advances on two business days’ written notice. Each advance is evidenced by a convertible promissory note. These notes bear simple interest at an annual rate of 12% and mature on October 5, 2029. The notes may be repaid and reborrowed at any time without penalty or premium. As of the date of the report, no principal amount is outstanding under the New Credit Line.
Key terms of the financing include a conversion feature for Mandragola. The lender may convert all or a portion of the unpaid principal and accrued interest into shares of Tessera’s common stock. The conversion price is calculated as the lower of the lowest closing price of the common stock on the NYSE American during the five trading days preceding the notice of conversion or $1.00 per share. Additionally, the notes contain a cap on the total number of shares that may be issued upon conversion, which cannot exceed 19.99% of the Company’s outstanding common stock unless stockholder approval is obtained.
Separately, the filing reports that on September 29, 2026, the company issued 2,690,500 restricted shares of common stock to Mandragola. These issuances consisted of 200,000 shares issued upon the conversion of a promissory note and 2,490,500 shares issued through the cashless exercise of a warrant related to the company’s acquisition of Dr. Frucht Systems Ltd. (DFSL). As of October 2, 2026, the company had 8,920,240 shares of common stock outstanding.
