Form 8-K

8-K — Tessera Defense & Homeland Security Inc.

Accession: 0001213900-26-104363

Filed: 2026-09-29

Period: 2026-09-29

CIK: 0001739174

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0306991-8k_tessera.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED SEPTEMBER 29, 2026 (ea030699101ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 29, 2026

TESSERA DEFENSE AND HOMELAND SECURITY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38762

82-3364020

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

850 New Burton Road, Suite 201, Dover, Delaware 19904

(Address

of principal executive offices, including zip code)

(972)

52-437-4900

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par value per share

HLSQ

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01. Regulation FD Disclosure

Tessera Defense and Homeland Security Inc. (the “Company”)

is furnishing this Current Report on Form 8-K in connection with the disclosure of information regarding the Company’s release relating

to its 2027 revenue targets and 2028-2029 long-term targets. A copy of the release is attached as Exhibit 99.1.

The revenue targets are based on management’s current expectations

and assume continued demand for the Company’s platform and technologies, execution of anticipated customer projects, conversion of a portion

of identified commercial opportunities into signed business, expansion within existing customers, growth through integrators and channel

relationships, successful integration and commercialization of additional technologies and general market conditions.

The information furnished in this Item 7.01 of this Current Report

on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act

of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. Such statements involve risks and uncertainties, including but not limited to, the Company’s ability to maintain compliance

with NYSE American listing standards, market conditions, and other factors. These statements are based on current expectations and actual

results may differ materially.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press Release issued September 29, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

TESSERA DEFENSE AND HOMELAND SECURITY INC.

Date: September 29, 2026

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED SEPTEMBER 29, 2026

EX-99.1

Filename: ea030699101ex99-1.htm · Sequence: 2

Exhibit

99.1

Tessera

Sets 2027 Revenue Target of $14–16 Million and Outlines Path to Approximately $30 Million by 2029

Management

believes that $14-$16 million of the 2027 revenue target will be supported by backlog, signed contracts or purchase orders, existing

customer expansion, new customer, and additional commercial opportunities

Netanya,

Israel, September 29, 2026 - Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ) (“Tessera”) (“the

Company”) today announced its initial 2027 revenue target and longer-term financial targets through 2029, outlining a growth strategy

centred on scaling the Tessera physical security platform across larger projects, additional customers, new markets and expanded capabilities.

The

Company is targeting consolidated revenue of approximately $14 million to $16 million in 2027.

Tessera

currently expects 2027 revenue to be weighted toward the second half of the year, reflecting the anticipated timing of platform

deployments, customer projects’ cycles and commercial activity. Management believes the potential revenue targets will be comprised

of the following: $7 million from backlog, signed contracts or purchase orders; $5 million from existing-customer expansion

and identified commercial opportunities; $3 million from new customers and future commercial opportunities.

Using

the midpoint of the Company’s 2027 revenue target, the 2029 target represents an implied revenue CAGR of approximately 40% from 2027

through 2029.

Looking

beyond 2027, management is targeting consolidated revenue of approximately:

● $21

million in 2028

● $30

million in 2029

The

targets reflect management’s current strategic plan, which combines organic growth from Tessera’s existing businesses, expansion of the

Tessera platform and anticipated contributions from future acquisitions. None of these milestone targets include companies with which

Tessera has an unexercised option to acquire.

From

Sight to Foresight

the center of Tessera’s growth strategy is its integrated, site-tailored physical security platform.

The

Tessera platform brings together detection, intelligence and response capabilities, connecting cameras, sensors, detection technologies,

AI, software and other security infrastructure into a unified system designed around the requirements of each customer site.

Today, the platform incorporates technologies

from Tessera’s Zorronet and DFSL subsidiaries, as well as licensed third-party technologies, combining complementary detection and

intelligence capabilities within the Tessera physical security platform. Tessera intends to continue expanding the platform by integrating

additional technologies developed internally or added through future acquisitions, joint ventures and licensing agreements.

Management

believes this platform model creates multiple avenues for growth.

Tessera

plans to increase the number of platform deployments, expand the size and scope of individual projects, add capabilities at existing

customer sites, enter new verticals and geographies, and extend its reach through integrators and channel partners.

the installed base grows, the Company also sees an opportunity to expand software, licensing, service and support revenue associated

with the platform.

Building

More Value Into Each Deployment

Tessera’s

growth strategy is designed to move beyond selling individual technologies.

combining multiple capabilities within a single platform, Tessera can address a broader portion of a customer’s physical security requirements

and pursue larger, higher-value projects.

The

Company expects growth to be supported by several key drivers:

● More

platform deployments: expanding adoption across critical infrastructure, energy, digital

infrastructure and homeland security applications.

● Larger

projects: incorporating a broader mix of Tessera technologies and capabilities into individual

deployments.

● Expansion

within existing customers: extending the platform to additional sites, systems and use

cases.

● New

markets: entering additional verticals and geographies where the platform can be tailored

to local security requirements.

● Broader

distribution: expanding relationships with integrators, channel partners and strategic

partners capable of bringing Tessera into larger projects.

● Recurring

revenue opportunities: increasing software, licensing, service and support revenue as

the platform’s installed base grows.

● Additional

capabilities: integrating complementary technologies through internal development and

selective acquisitions.

● B2B2C:

increasing cooperation with existing clients who operate command and control centers to protect

private and personal property.

2027

Priorities

Tessera’s

2027 priorities are focused on translating the platform strategy into measurable commercial growth.

The

Company intends to:

Scale

platform sales

Increase

adoption of the Tessera platform across new and existing customers, with a focus on larger and more complex sites.

Grow

the value of each customer relationship

Add

technologies, capabilities, sites and applications within existing deployments.

Expand

commercial reach

Increase

Tessera’s presence across priority verticals and geographies, including primarily the EU and USA through direct sales, integrators, channel

partners and strategic relationships.

Build

recurring revenue

Expand

software, licensing, service and support opportunities associated with the growing Tessera platform base.

Continue

expanding the platform

Integrate

additional complementary capabilities that broaden the range of physical security requirements Tessera can address.

Increase

resources for potential acquisitions

To the extent the Company decides to exercise

acquisition options, deployment of financial resources towards such acquisitions, including available financing.

Key

Milestones

Management

expects to evaluate progress against its 2027 plan using a combination of financial and commercial indicators, including:

● 70

Tessera platform deployments/customer sites

● 60

new customers

● 15

expansion projects with existing customers

● Entry

into 3 new geographies

● Expansion

into 2 new verticals

● 16

new or expanded integrator and channel relationships

● Integration

of 5 additional platform capabilities

● Approximately

$7-8 million, or 50% of revenue, from recurring software, licensing, service and support

● Approximately

$14 million in backlog by year-end 2027

The

Company may refine these indicators as its commercial model, reporting systems and platform deployment base develop.

Assumptions

Underlying the Targets

Tessera’s

2027 revenue target and 2028–2029 long-term targets are based on management’s current expectations and assume continued demand

for the Company’s platform and technologies, execution of anticipated customer projects, conversion of a portion of identified commercial

opportunities into signed business, expansion within existing customers, growth through integrators and channel relationships, successful

integration and commercialization of additional technologies and general market conditions.

The

targets also assume contributions from future acquisitions consistent with management’s current strategic plan. The timing, size, completion

and financial contribution of any future acquisition cannot be assured.

Customer

procurement, installation and acceptance schedules, project timing, revenue recognition, market conditions and other factors may affect

the timing and amount of revenue ultimately recognized.

The

Company’s targets are forward-looking and do not represent guarantees of future performance. Actual results may differ materially due

to project timing, customer procurement decisions, the timing and completion of acquisitions, integration execution, revenue recognition,

competitive conditions and other risks described in the Company’s filings with the Securities and Exchange Commission.

About

Tessera Defense and Homeland Security Inc. (Formerly BiomX Inc.)

Tessera

Defense and Homeland Security Inc. (NYSE American: HLSQ) is a physical security technology company providing integrated, security solutions

that connect detection, intelligence and response across complex security environments. The Tessera platform integrates cameras, sensors,

detection technologies, AI and other security infrastructure to identify threats, understand events and coordinate response in real time.

Tessera provides the technology, hardware and implementation expertise needed to tailor security solutions to the specific requirements

of each site, helping customers deploy and optimize integrated security systems across critical infrastructure, energy, digital infrastructure

and homeland security applications.

Forward

Looking Statements

This

press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the

Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking

statements may be identified by words such as “expects,” “intends,” “plans,” “believes,”

“targets,” “will,” “may,” “anticipates,” “estimates,” “potential,”

“projects,” and similar expressions. These forward-looking statements include, among other things, statements regarding the

Company’s 2027 revenue target and 2028 and 2029 long-term revenue targets; the expected timing and weighting of revenue during

2027; the Company’s expectations regarding future platform deployments, project size and scope, expansion within existing customers,

entry into new verticals and geographies, integrator and channel relationships, recurring software, licensing, service and support revenue,

and the addition and integration of complementary technologies; the Company’s expectations regarding backlog, pipeline, commercial

opportunities and their potential conversion into contracts or revenue; and the Company’s expectations regarding future acquisitions

and their potential contribution to the Company’s growth and financial results.

These

statements are based on the Company’s current expectations, assumptions and strategic plans and are subject to a number of risks

and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those

expressed or implied. The Company’s revenue targets are not guarantees of future performance, and there can be no assurance that

the Company will achieve such targets within the periods indicated or at all.

These

risks and uncertainties include, among others: the risk that the Company may not achieve its 2027 revenue target or its 2028 and 2029

long-term revenue targets; the risk that anticipated customer projects, platform deployments, contracts, purchase orders or other commercial

opportunities may be delayed, reduced, cancelled or not materialize; the risk that backlog, pipeline, proposals, framework agreements

and other identified commercial opportunities may not convert into revenue in the amounts or within the time periods anticipated, or

at all; the risk that the timing of customer procurement, installation, integration, acceptance and revenue recognition may differ from

the Company’s expectations, including the expectation that 2027 revenue will be weighted toward the second half of the year; the

Company’s ability to increase the number, size and scope of Tessera platform deployments and expand within existing customer relationships;

the Company’s ability to enter new verticals and geographies and develop or expand integrator, channel and strategic relationships;

the Company’s ability to generate and grow recurring software, licensing, service and support revenue; the ability of the Tessera

platform and the technologies incorporated into it to perform as designed and integrate successfully with customer infrastructure and

with one another; the Company’s ability to successfully develop, integrate and commercialize additional technologies; the Company’s

ability to identify, negotiate, finance, complete and integrate future acquisitions on acceptable terms or at all, and the risk that

any completed acquisitions may not contribute revenue or other benefits in the amounts or within the time periods anticipated; the fact

that the Company’s long-term revenue targets assume contributions from future acquisitions that have not yet been completed and

may not occur; changes in customer demand, competitive conditions, government or private-sector spending, procurement processes, regulatory

requirements, geopolitical conditions, supply-chain conditions or other market factors; the Company’s ability to comply with applicable

privacy, data protection, security and other regulatory requirements; the Company’s ability to raise additional capital and execute

its business and strategic initiatives; the Company’s going concern qualification; the risk that the Company may not regain compliance

with the NYSE American continued listing standards within the plan period or at all; the risk that the Company may not make progress

consistent with its compliance plan; the possibility that the Company’s common stock may be suspended from trading or delisted

from the NYSE American; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including

under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,

2025, filed with the SEC on February 19, 2026, as supplemented by the Form 10-K/A filed with the SEC on April 30, 2026, the Company’s

current report on Form 8-K filed on May 5, 2026, and in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March

31, 2026 and June 30, 2026, filed with the SEC on May 20, 2026 and August 19, 2026, respectively, as well as the Company’s other

filings with the SEC.

The

Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events

or otherwise, except as required by law.

Contact

Yair

Ohayon, IR & Communications Manager

Yairo@thlsq.ai

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