Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov
HLSQ The article is a Form 8-K filing detailing employment agreements for the CEO and CFO, including salary, stock options, and performance-based awards. It also mentions a reverse stock split and a line of credit. The sentiment is neutral as it's a factual disclosure of executive compensation and company financing.

8-K — Tessera Defense & Homeland Security Inc.

Accession: 0001213900-26-107541

Filed: 2026-10-07

Period: 2026-10-07

CIK: 0001739174

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0307961-8k_tessera.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 7, 2026 AMONG TESSERA DEFENSE AND HOMELAND SECURITY INC., TESSERA DEFENSE AND HOMELAND SECURITY ISRAEL LTD. AND MICHAEL OSTER (ENGLISH TRANSLATION) (ea030796101ex10-1.htm)

EX-10.2 — EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 7, 2026 AMONG TESSERA DEFENSE AND HOMELAND SECURITY INC., TESSERA DEFENSE AND HOMELAND SECURITY ISRAEL LTD. AND DAVID ROKACH (ENGLISH TRANSLATION) (ea030796101ex10-2.htm)

EX-99.1 — PRESS RELEASE DATED OCTOBER 7, 2026 (ea030796101ex99-1.htm)

GRAPHIC (ea030796101_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0307961-8k_tessera.htm · Sequence: 1

false

0001739174

0001739174

2026-10-07

2026-10-07

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): October 7, 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 ☐

If

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Compensation

of Chief Executive Officer

As

previously disclosed, Michael Oster was appointed Chief Executive Officer of Tessera Defense and Homeland Security Inc. (the “Company”)

as of March 4, 2026.

On October 7, 2026, the Company,

its Israeli subsidiary, Tessera Defense and Homeland Security Israel Ltd. (the “Israeli Subsidiary”), and Mr. Oster entered

into an employment agreement (the “Oster Agreement”). Since his appointment as Chief Executive Officer in March 2026, Mr.

Oster has not received any remuneration for his services. The Oster Agreement was approved by the Compensation Committee (the “Committee”)

and the Board of Directors of the Company (the “Board”) on October 7, 2026.

Pursuant to the Oster Agreement, Mr. Oster is entitled to a monthly salary of NIS 55,000 (approximately $18,000). Mr. Oster is also eligible

to receive an annual performance-based cash bonus of up to 50% of annual base salary, based on conditions and performance metrics set

each year by the Committee, the Board and the board of directors of the Israeli Subsidiary.

Subject

to stockholder approval at the Company's Special Meeting of Stockholders scheduled for October 20, 2026 (the "Special Meeting")

of a proposed amendment to the Company's 2026 Equity Incentive Plan (the "Plan") increasing the number of shares reserved for

issuance under the Plan from 685,000 to 6,000,000, Mr. Oster will be entitled to receive the following under the Plan:

●

400,000 fully vested shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), in recognition of his contributions to the Company before the effective date of the Oster Agreement;

●

1,000,000 restricted stock units, 25% of which will vest on December 31, 2026, with the remaining 75% vesting in equal quarterly installments over the following 24 months; and

●

an option to purchase up to 1,000,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable for two years from the date of the Oster Agreement.

In addition, Mr. Oster will

be eligible to receive performance-based grants of fully vested shares of Common Stock under the Plan for each of fiscal years 2027 and

2028, as follows:

●

Fiscal Year 2027: If the Company's EBITDA per share for fiscal year 2027 exceeds $0.05, Mr. Oster will receive 200,000 shares, plus an additional 100,000 shares for each whole cent by which EBITDA per share exceeds $0.05, up to a maximum of 500,000 shares.

●

Fiscal Year 2028: If the Company's EBITDA per share for fiscal year 2028 exceeds $0.10, Mr. Oster will receive 200,000 shares, plus an additional 100,000 shares for each whole cent by which EBITDA per share exceeds $0.10, up to a maximum of 500,000 shares.

Any shares earned for a fiscal

year will be granted within 30 days after the Board approves the Company's annual financial statements for that year. Under the Oster

Agreement, "EBITDA" means the Company's earnings before net financing expenses, income taxes, depreciation and amortization,

calculated from its audited consolidated annual financial statements prepared in accordance with U.S. GAAP. "EBITDA per share"

means EBITDA divided by the weighted average number of shares of Common Stock outstanding used to calculate basic earnings per share.

Either party may terminate the Oster Agreement upon 120 days’

prior written notice. If the Company terminates the Oster Agreement without cause, or if Mr. Oster resigns for good reason (defined in

the Oster Agreement as a fundamental reduction of his base salary or compensation, a material reduction of his authority or reporting

line, or a requirement to relocate outside Israel), in each case after notice and a 30-day cure period, Mr. Oster will be entitled to

six months’ base salary in addition to payment in lieu of notice, in each case, subject to signing a customary release of claims.

If, within 12 months after a change in control (or within three months before it, if the termination is at the acquirer’s request

or in connection with the change in control), Mr. Oster’s employment is terminated without cause or he resigns for good reason,

then, instead of the payment described above and subject to signing a release, he will be entitled to 12 months’ base salary in

addition to payment in lieu of notice, a pro rata annual bonus for the year of termination (based on actual performance or, if it cannot

be determined, 50% of the maximum bonus), full vesting of all unvested equity awards, and an extension of the exercise period of vested

options to 12 months after termination, but not beyond their original expiration date.

1

The Oster Agreement provides customary employee

benefits, expense reimbursement, indemnification, and directors’ and officers’ liability insurance. It also includes confidentiality,

non-competition (twelve months), and non-solicitation (twelve months) covenants.

Compensation

of Chief Financial Officer

As

previously disclosed, David Rokach was appointed Chief Financial Officer of the Company on February 27, 2026.

On

October 7, 2026, the Company, the Israeli Subsidiary and Mr. Rokach entered into an employment agreement (the “Rokach Agreement”).

Since his appointment as Chief Financial Officer in February 2026, Mr. Rokach has not received any remuneration for his services. The

Rokach Agreement was approved by the Committee and the Board on October 7, 2026.

Pursuant

to the Rokach Agreement, Mr. Rokach is entitled to a monthly salary of NIS 35,000 (approximately $11,500). In addition, subject to stockholder

approval at the Special Meeting of the proposed amendment to the Plan, he is entitled to 180,000 fully vested shares of Common Stock

in recognition of his contribution before the effective date of the Rokach Agreement.

Either

party may terminate the Rokach Agreement on 30 days’ written notice.

The

Rokach Agreement provides customary employee benefits, expense reimbursement, indemnification, and directors’ and officers’

liability insurance. It also includes confidentiality, non-competition (twelve months), and non-solicitation (twelve months) covenants.

The foregoing description

of the Oster Agreement and the Rokach Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of each agreement, an English translation of which is filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form

8-K and incorporated herein by reference.

Item 7.01 Regulation FD

Disclosure.

On October 7, 2026, the Company

issued a press release announcing the Oster Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K.

The information in this Item

7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall

not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1#

Employment Agreement dated as of October 7, 2026 among Tessera Defense and Homeland Security Inc., Tessera Defense and Homeland Security Israel Ltd. and Michael Oster (English translation)

10.2#

Employment Agreement dated as of October 7, 2026 among Tessera Defense and Homeland Security Inc., Tessera Defense and Homeland Security Israel Ltd. and David Rokach (English translation)

99.1

Press release dated October 7, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

# Indicates

a management contract or compensatory plan or arrangement. Certain personal information has been omitted from the exhibit under Item

601(a)(6) of Regulation S-K.

2

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:

October 7, 2026

By:

/s/ Michael

Oster

Name:

Michael Oster

Title:

Chief Executive Officer

3

EX-10.1 — EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 7, 2026 AMONG TESSERA DEFENSE AND HOMELAND SECURITY INC., TESSERA DEFENSE AND HOMELAND SECURITY ISRAEL LTD. AND MICHAEL OSTER (ENGLISH TRANSLATION)

EX-10.1

Filename: ea030796101ex10-1.htm · Sequence: 2

Exhibit 10.1

English translation. The Hebrew version of this

agreement is the binding version (Section 16.7).

PERSONAL EMPLOYMENT AGREEMENT

Made and signed on October 7, 2026

Between:

1. Tessera Defense and Homeland Security

Inc. (U.S. tax identification no. 82-3364020), a corporation organized under the laws of the State of Delaware, U.S.A., of 850 New Burton

Road, Suite 201, Dover, Delaware 19904 (the “Parent Company” or the “Public Company”);

2. Tessera Defense and Homeland Security

Israel Ltd. (טסרה ישראל הגנה ואבטחה

בע״מ), company no. 517322699, of 8 HaGavish Street, Netanya (the “Subsidiary” or the “Employer”);

the Parent Company and the Subsidiary

together: the “Companies” or the “Group”

and:

Michael Oster, I.D. no. [***], of [***]

(the “CEO” or the “Employee”)

WHEREAS the Parent Company is a public company

whose securities are traded on a U.S. stock exchange (NYSE), and the Subsidiary is a wholly owned subsidiary of the Parent Company and

serves as its operating and holding arm in Israel;

WHEREAS the Companies wish to appoint the CEO

as the chief executive officer of the Parent Company and of the Subsidiary;

WHEREAS the Subsidiary wishes to employ the CEO

as the chief executive officer of the Subsidiary and to appoint him as a director of the Subsidiary;

WHEREAS the CEO wishes to accept such office and

employment on the terms and subject to the limitations set out in this Agreement;

WHEREAS the parties wish to set out the legal

relationship between them, the terms of employment, compensation, separation arrangements and equity compensation, regulatory obligations,

and the confidentiality and intellectual property terms applicable to the CEO, subject to Israeli law;

NOW, THEREFORE, it is declared, stipulated and

agreed between the parties as follows:

1. Preamble, Appendices and Definitions

1.1 The preamble to this Agreement and

its appendices form an integral part of it.

1.2 Section headings are for convenience

only and shall not be used in interpretation.

1.3 In this Agreement:

“Exchange” means the NYSE

or any other exchange on which the Parent Company’s securities are traded;

“Compensation Committee” means

the compensation committee of the board of directors of the Parent Company;

“Companies Law” means the

Israeli Companies Law, 5759-1999, and the regulations under it;

“U.S. Securities Law” means

the Securities Act of 1933, the Securities Exchange Act of 1934, the rules of the SEC and the rules of the Exchange, as amended from time

to time;

“Clawback Policy” means the

Parent Company’s compensation recovery policy under Rule 10D-1 and the rules of the Exchange, as amended from time to time;

“Equity Plan” means the Parent

Company’s equity compensation plan as in effect from time to time;

“Change in Control” or “CIC”

means any of the following with respect to the Parent Company: (a) the acquisition of control (more than 50% of the voting power) by a

person or group, other than existing shareholders to a similar extent; (b) a merger, reorganization or sale of all or substantially all

of the assets, unless the Parent Company’s shareholders hold, immediately afterwards, more than 50% of the voting power of the surviving

or acquiring entity in substantially similar proportions; (c) a change in a majority of the members of the Parent Company’s board of directors

within a 12-month period that was not approved by a majority of the directors in office immediately before the change (incumbent board);

or (d) approval of a liquidation or sale of all or substantially all of the Parent Company’s assets. This definition shall be interpreted

in accordance with the Parent Company’s CIC policy and the Equity Plan, and subject to the requirements of Section 409A where relevant;

“Code” means the Internal

Revenue Code of 1986, as amended.

2. Structure of Employment and Office

2.1 It is agreed that the CEO is employed

as an employee of the Subsidiary only. At the same time, the CEO will serve as the chief executive officer (CEO) of the Parent Company

under an appointment by the Parent Company’s board of directors, as an officer and not as an employee of the Parent Company. The Parent

Company is not the CEO’s employer, and his rights and obligations towards it are those expressly set out in this Agreement (equity compensation,

insurance, exemption and indemnification, and the Clawback Policy) and in the law applicable to its officers.

2.2 For the avoidance of doubt, it is

expressly agreed that the Israeli company will be the sole paying employer. The Israeli company will be solely responsible for paying

the base salary, making social benefit contributions in Israel, withholding tax at source and issuing pay slips under Israeli law.

2.3 Payment of the base salary and its

benefits by the Israeli company will fully and finally compensate the Employee for all of his services and positions for the Parent Company

as well, and the Employee will have no claim or demand for double compensation from the Parent Company.

2.4 The Employee will report to and

be subject to the authority of the board of directors of the Public Company and the board of directors of the Subsidiary, in accordance

with their powers under corporate governance and regulatory rules in the U.S. and Israel.

2.5 The CEO will devote all of his time,

effort and skills to the Group, and will perform his duties faithfully, with dedication and to the standard of a senior officer of a public

company.

2.6 The CEO’s direct supervisor at the

Subsidiary is the board of directors of the Subsidiary. The CEO’s direct supervisor at the Parent Company is the board of directors of

the Parent Company (or the chairman of the board, if one is appointed).

2

2.7 The principal place of work is the

Subsidiary’s offices in Israel. The CEO will travel to the U.S. and abroad as the position requires, including for board, investor and

regulatory meetings. Such travel is an integral part of the position and will not be considered a relocation of the place of work.

2.8 The CEO represents that he is entitled

to enter into this Agreement, is not bound by any other agreement that prevents him from holding the office, and will disclose to the

Companies any existing or future conflict of interest.

2.9 The CEO will not hold any other

position, or engage in any other occupation, paid or unpaid, without the prior written approval of the Parent Company’s board of directors,

except for service with non-profit organizations to an extent that does not impair the position, after giving written notice.

3. Term

3.1 This Agreement takes effect on the

date the approvals under Section 16.1 are received (the “Commencement Date”) and will remain in effect for an indefinite period

until terminated under Section 12.

3.2 Either party may terminate this

Agreement at any time, subject to Section 12 and on 120 days’ prior written notice, unless otherwise provided regarding termination of

employment in Section 12.2 below.

3.3 Termination of office at one of

the Companies will not automatically terminate the office at the other Company, unless the terminating party expressly states that the

termination applies to both offices, or unless continuing in only one office creates a material conflict of interest.

4. Duties, Powers and Fiduciary Duties

4.1 The CEO will manage the business

of each of the Companies within the policies set by the relevant board of directors, and will be responsible, among other things, for

strategy, risk management, financial reporting, compliance, senior human resources, investor relations (at the Parent Company) and management

of holdings and assets (at the Subsidiary).

4.2 The CEO owes a duty of loyalty and

a duty of care to each Company separately, under the corporate law applicable to it, and will not prefer the interests of one Company

over the other except by decision of the competent body and after disclosure.

4.3 If a conflict of interest arises

between the Parent Company and the Subsidiary, the CEO will notify both boards of directors immediately, will refrain from participating

in the relevant decision, and will act in accordance with the instructions of the board that is not conflicted.

4.4 The CEO will comply with the Group’s

procedures on inside information, securities trading, anti-bribery (FCPA and the Israeli law on foreign bribery), privacy protection and

cyber security.

4.5 The CEO represents that the position

is one of personal trust and senior management, and that he is exempt from the Hours of Work and Rest Law with respect to overtime, weekly

rest and overtime pay, subject to the governing law (with respect to the employment in Israel).

5. Fixed Compensation

5.1 The Employer will pay the Employee

a gross monthly salary of NIS 55,000 (the “Base Salary”). The salary will be paid monthly, no later than the 9th day of the

following month.

3

5.2 The Employer will contribute monthly

from the base salary, for the Employee, pension and severance at the following rates: employer pension contributions 7.5% and severance

8.33%, up to the tax-exempt ceiling for employer contributions under law, so that no taxable income is attributed to the Employee for

the employer contributions; employee pension deduction: 6% of salary of up to NIS 55,000 per month only (the “Employee Contribution

Base”), and no employee pension contributions will be deducted from the portion of the salary exceeding the Employee Contribution

Base.

5.3 It is agreed that Section 14 of

the Severance Pay Law, 5723-1963 will apply to all of the Employer’s contributions for severance pay. The Employer’s severance contributions

will replace any obligation to pay severance pay under law.

5.4 The Employer will contribute monthly

to a study fund chosen by the Employee: 7.5% by the Employer (up to the ceiling recognized for tax purposes) and 2.5% deducted from the

Employee’s salary, also up to the same ceiling only.

5.5 The Employee will be entitled to

25 paid vacation days per year and to sick pay under law.

5.6 The Employee will be entitled to

recuperation pay under the extension order, at the level corresponding to his seniority, and not less than that set for senior staff in

the Group.

5.7 The Employer will provide the Employee

with a car and will bear all costs of its maintenance and use, including fuel, servicing and maintenance, insurance, licensing, toll roads

(including Highway 6) and parking, without any contribution by the Employee. The Employer will gross up the taxable value of the car and

all related benefits for tax purposes.

5.8 The Employee will be entitled to

reimbursement of reasonable business expenses against receipts, in accordance with the Group’s procedures.

5.9 The Base Salary includes all supplements,

unless expressly stated otherwise. No overtime will be paid. The parties declare that the position is one of personal trust and senior

management within the meaning of the Hours of Work and Rest Law, and that the CEO is not entitled to overtime pay, pay for work during

rest periods or shift supplements.

6. Equity Compensation

6.1 Subject to the approval of the Compensation

Committee and the board of directors of the Parent Company, to shareholder approval of the increase of the Equity Plan and to the availability

of shares under the Equity Plan, and subject to the Equity Plan and the compensation policy, the Employee, in his capacity as an employee

and officer of the Parent Company, will be granted 1,000,000 (one million) restricted stock units of the U.S. Parent Company.

6.2 The equity compensation will vest

over a period of 3 years: 25% at the end of 2026, and the balance in equal quarterly installments over the following 24 months. The other

vesting terms, including on a change in control, will be set in the award agreement.

6.3 In addition, the Employee will receive

an option to purchase shares of the Parent Company at a price of $1.15 per share for up to 1 million shares, for a period of two years

from the date of signing of this Agreement.

6.4 Performance awards: in addition,

the Employee will be granted shares of the Parent Company, fully vested on grant (and Section 6.2 will not apply to them), as follows:

(a) for 2027, if EBITDA per share for 2027 exceeds 5 cents ($0.05), the Employee will be granted 200,000 shares, and the number of shares

will increase by an additional 100,000 shares for each additional whole cent above 5 cents, up to a maximum of 500,000 shares; (b) for

2028, if EBITDA per share for 2028 exceeds 10 cents ($0.10), the Employee will be granted 200,000 shares, and the number of shares will

increase by an additional 100,000 shares for each additional whole cent above 10 cents, up to a maximum of 500,000 shares. For purposes

of this Section: “EBITDA” means the earnings of the Parent Company before net financing expenses, income taxes, depreciation

and amortization, calculated on the basis of the Parent Company’s audited consolidated annual financial statements for the relevant year,

prepared under U.S. GAAP; “EBITDA per share” means EBITDA for the relevant year divided by the weighted average number of ordinary

shares of the Parent Company issued and outstanding during that year, as used to calculate basic earnings per share in those financial

statements. The performance shares will be granted within 30 days after the board of directors approves the Parent Company’s annual financial

statements for the relevant year, subject to the approvals required under Section 6.1.

4

6.5 Grant for past service: in addition,

in recognition of the Employee’s contribution to the Group in the period before the Commencement Date, the Employee will be granted 400,000

shares of the Parent Company, fully vested on grant (and Section 6.2 will not apply to them), subject to the approvals required under

Section 6.1.

6.6 The equity grant to the Employee

is intended to be made under the capital gains track through a trustee under Section 102 of the Israeli Income Tax Ordinance [New Version],

subject to filing the Equity Plan with the Israel Tax Authority and the passage of the period prescribed by law. The Employee will bear

all taxes applicable to him in connection with the equity grant. The appointment of the trustee and all of its costs, including its fees,

will be borne and paid by the Companies. The actual grant of the equity awards under this Section 6 will be made after all required approvals

are received, including the corporate approvals under Section 6.1 and the Israel Tax Authority’s approval of the Equity Plan and the trustee

(or the passage of the period prescribed by law).

6.7 As the Employee holds a U.S. green

card, the grant will also be subject to the rules of Section 409A of the U.S. Internal Revenue Code.

7. Variable Compensation and Bonuses

7.1 The Employee will be entitled to

an annual performance-based bonus of up to 50% of the annual base salary, payable directly by the Israeli company.

7.2 The conditions for the bonus, the

performance metrics and the method of calculation will be set and approved each year by the Compensation Committee and the boards of directors

of the Parent Company and the Israeli company, in accordance with the approved compensation policy.

7.3 The bonus will be paid after approval

of the annual financial statements and no later than March 15 of the following fiscal year, subject to employment on the payment date,

unless the termination is without cause, for good reason, or due to death or disability, in which case a pro rata bonus will be paid.

7.4 The bonus is subject to the Clawback

Policy and to applicable law.

8. Officers’ Insurance, Indemnification and Exemption

8.1 The Parent Company will use efforts

to purchase and maintain a D&O policy of a scope customary for a public company listed on an exchange, to the extent available on

reasonable commercial terms, covering the CEO in his office at the Parent Company, the Subsidiary and held entities. After the end of

the office, the Parent Company will use efforts to purchase run-off coverage for the customary period, to the extent available on reasonable

commercial terms.

8.2 The Parent Company and the Israeli

company will sign letters of exemption and indemnification with the Employee, subject to the limitations of the Companies Law, 5759-1999,

the law of the Parent Company’s state of incorporation and the articles.

9. Corporate Governance, Securities Laws, Compliance and Clawback

9.1 The Employee undertakes to comply

fully with U.S. securities laws, the rules of the U.S. Securities and Exchange Commission (SEC), the rules of the exchange on which the

Parent Company is traded, and the internal policy on the use of inside information and blackout periods.

5

9.2 The Employee undertakes to act with

complete integrity and not to offer, give, request or receive any benefit, bribe or improper payment, directly or indirectly, to or from

any public servant, government official or business party in any jurisdiction.

9.3 The Employee agrees and confirms

that all variable or equity compensation paid or granted to him is subject to the Parent Company’s clawback policy, as updated from time

to time under the Dodd-Frank Act and the rules of the relevant exchange.

10. Confidentiality, Intellectual Property and Inside Information

10.1 The CEO will keep strictly confidential

all confidential information of the Group, during the office and for an unlimited period afterwards, except information that is in the

public domain other than through a breach, or information that must be disclosed by law (after notice to the Companies, to the extent

permitted).

10.2 Every work, invention, development,

method, document, code, data and trade secret created by the CEO in connection with the office is the exclusive property of the relevant

Company (or of the Parent Company, if the Group’s intellectual property policy so provides). The CEO hereby assigns in advance all rights,

and waives moral rights, to the extent assignment or waiver is permitted by law.

10.3 The Employee represents and confirms

that all compensation he has received and will receive under this Agreement constitutes full and final consideration also for any invention,

development or intellectual property (including service inventions), and he expressly waives any right to royalties or additional consideration

under Section 134 of the Patents Law, 5727-1967.

11. Non-Solicitation, Non-Competition and Non-Disparagement

11.1 For 12 months after the end of

employment, the CEO will not approach, directly or indirectly, any employee, consultant, customer, supplier or investor of the Group in

order to separate them from the Group or to solicit them to engage with a competitor.

11.2 For 12 months after the end of

employment, the CEO will not engage, as an employee, consultant, director, controlling shareholder or partner, in any activity that competes

materially with the Group’s business as it stood on the termination date, in Israel, in the U.S. and in any market in which the Group

has material activity on the termination date. This restriction is intended to protect trade secrets, investor relationships and strategic

information, and is limited to the actual field of activity.

11.3 The parties acknowledge that freedom

of occupation is a fundamental right in Israel, and that if a court finds the restriction too broad it may be narrowed and kept in force

to a reasonable extent.

11.4 The parties will not disparage

each other. This does not prevent truthful testimony, reporting to a competent authority or the exercise of mandatory rights.

12. Termination of Employment, Notice and Separation

12.1 Either party may terminate on 120

days’ prior written notice. The Companies may waive actual work during the notice period while continuing to pay the salary and contributions.

12.2 The Companies may terminate immediately,

after a hearing as required by law (in Israel) and after giving an opportunity to cure a curable breach within 15 days, if the breach

is not serious, upon any of the following events:

12.2.1 conviction of a criminal offense

involving moral turpitude, or an offense that materially harms the Group or the office;

6

12.2.2 a material breach of this Agreement,

of Group policy or of the duty of loyalty or care, not cured within the period set;

12.2.3 fraud, theft or misuse of the

Group’s funds or assets;

12.2.4 continued refusal to perform

reasonable duties lawfully assigned, after written warning;

12.2.5 a material breach of the insider

trading policy, of SEC disclosure obligations or of anti-bribery provisions (FCPA).

In such a case, no compensation will

be paid beyond that required by Israeli law and accrued amounts.

12.3 The Employee may resign and receive

the terms of dismissal as if dismissed without cause, upon any of the following events:

12.3.1 a fundamental reduction of the

Employee’s base salary or compensation terms without his written consent;

12.3.2 a material reduction of the Employee’s

powers, position or reporting line as CEO;

12.3.3 a material requirement to relocate

the Employee’s principal place of residence outside Israel.

The Employee will give written notice

of the existence of good reason within 30 days after it occurs, and the Companies will have 30 days to cure before the resignation takes

effect.

12.4 On termination of the Employee’s

employment without cause or the Employee’s resignation for good reason, the Employee will be entitled, subject to signing a waiver and

release of claims, to an enhanced severance payment equal to 6 months’ base salary in addition to payment in lieu of notice, payable by

the Employer.

12.5 Hearing: the Subsidiary will not

dismiss the CEO without a prior written hearing under Israeli law, unless exceptional circumstances permit.

12.6 Change in control protection: if

the CEO’s employment is terminated without cause, or the CEO resigns for good reason under Section 12.3, within 12 months after the completion

of a change in control (or within the 3 months before it, if the termination is made at the acquirer’s request or in connection with the

change in control), then, subject to signing a waiver and release of claims, and instead of (and not in addition to) the enhanced severance

payment under Section 12.4: (a) the CEO will be entitled to a severance payment equal to 12 months’ base salary, in addition to payment

in lieu of notice; (b) the CEO will be paid a pro rata annual bonus for the year of termination, based on actual performance to the extent

it can be determined, and otherwise at 50% of the maximum bonus under Section 7.1; (c) all unvested equity compensation will vest in full

on the termination date, and the exercise period of vested options will be extended to 12 months after the termination date, but not beyond

the original expiration date. This provision prevails over any conflicting provision of the Equity Plan or the award agreement, subject

to law and to the requirements of Section 409A of the Code.

13. Clawback Policy

13.1 The CEO is subject to the Parent

Company’s Clawback Policy and to any additional clawback policy lawfully adopted. A recovery action under Rule 10D-1 will not constitute

a breach of this Agreement or good reason for resignation.

7

13.2 In addition, the Companies may

recover a bonus and equity award in the event of fraud, material breach of fiduciary duty, or breach of Section 11, subject to law.

14. Taxes, Withholding and Reporting

14.1 The Employer will withhold income

tax, national insurance and health tax from every cash payment, under Israeli law.

14.2 Equity awards from the Parent Company

are subject to U.S. and Israeli tax law. The CEO is responsible for his personal tax reporting in Israel and the U.S.

14.3 The Companies will sign an intercompany

services agreement to charge the cost of the management services the CEO provides to the Parent Company, on market terms and with appropriate

documentation.

14.4 The parties will cooperate with

a tax advisor regarding the effects of the dual employment on tax and national insurance liabilities in Israel and the U.S.

15. Governing Law and Jurisdiction

15.1 The employment relationship with

the Employer, the base salary, social benefits and payments made in Israel will be governed exclusively by the laws of the State of Israel

and subject to the exclusive jurisdiction of the Tel Aviv Regional Labor Court.

15.2 Any dispute concerning the equity

compensation, corporate governance or the letters of exemption and indemnification of the Parent Company will be governed by the laws

of the State of Delaware, U.S.A., and subject to the exclusive jurisdiction of the competent courts of the State of Delaware.

15.3 Any other dispute will be brought

before the competent courts of Tel Aviv-Jaffa.

16. General

16.1 This Agreement, with its appendices,

is the entire agreement and supersedes any prior understanding. This Agreement is subject to the approval of the Compensation Committee

and the board of directors of the Parent Company and the approval of the board of directors of the Subsidiary, and will not take effect

before these approvals are received. The CEO will not participate in the discussion or vote on its approval.

16.2 Any amendment will be in writing

and signed by the parties, after the required corporate approvals.

16.3 A waiver of one breach is not a

waiver of any other breach.

16.4 If any term is held void, it will

be narrowed to the minimum extent necessary and otherwise remain in effect.

16.5 The Parent Company and the Subsidiary

may assign this Agreement to an acquiring company in a change in control or merger. The CEO may not assign any rights, except rights to

payment to his estate.

16.6 Notices will be given in writing

by email and by personal delivery or courier, to the addresses in the preamble.

16.7 This Agreement will be translated

into English with respect to the provisions relating to the Parent Company (including the equity compensation, insurance, exemption and

indemnification, and the Clawback Policy), and the translation will be filed with the U.S. Securities and Exchange Commission. The Hebrew

version of this Agreement is the binding version; in the event of any conflict between the translation and the Hebrew version, the Hebrew

version will prevail.

8

IN WITNESS WHEREOF the parties have signed:

/s/

Reuven Yeganeh

/s/

David Rokach

/s/

Michael Oster

Parent Company

Subsidiary

CEO

Name:

Reuven

Yeganeh

Name:

David Rokach

Name:

Michael Oster

Title:

Director

Title:

Director

Date:

October 7,

2026

Date:

October 7, 2026

[***] Personal information omitted under Item

601(a)(6) of Regulation S-K.

9

EX-10.2 — EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 7, 2026 AMONG TESSERA DEFENSE AND HOMELAND SECURITY INC., TESSERA DEFENSE AND HOMELAND SECURITY ISRAEL LTD. AND DAVID ROKACH (ENGLISH TRANSLATION)

EX-10.2

Filename: ea030796101ex10-2.htm · Sequence: 3

Exhibit

10.2

English translation. The Hebrew version of this

agreement is the binding version (Section 15.7).

PERSONAL EMPLOYMENT AGREEMENT

Made and signed on 7 October 2026

Between:

1. Tessera Defense and Homeland Security

Inc. (U.S. tax identification no. 82-3364020), a corporation organized under the laws of the State of Delaware, U.S.A., of 850 New Burton

Road, Suite 201, Dover, Delaware 19904 (the “Parent Company” or the “Public Company”);

2. Tessera Defense and Homeland Security

Israel Ltd. (טסרה ישראל הגנה ואבטחה

בע״מ), company no. 517322699, of 8 HaGavish Street, Netanya (the “Subsidiary” or the “Employer”);

the Parent Company and the Subsidiary

together: the “Companies” or the “Group”

and:

David Rokach, I.D. no. [***], of [***]

(the “CFO” or the “Employee”)

WHEREAS the Parent Company is a public company

whose securities are traded on a U.S. stock exchange (NYSE), and the Subsidiary is a wholly owned subsidiary of the Parent Company and

serves as its operating and holding arm in Israel;

WHEREAS the Companies wish to appoint the CFO

as the Chief Financial Officer of the Parent Company and of the Subsidiary;

WHEREAS the Subsidiary wishes to employ the CFO

as the chief financial officer of the Subsidiary and to appoint him as a director of the Subsidiary;

WHEREAS the CFO wishes to accept such office and

employment on the terms and subject to the limitations set out in this Agreement;

WHEREAS the parties wish to set out the legal

relationship between them, the terms of employment, compensation, separation arrangements and equity compensation, regulatory obligations,

and the confidentiality and intellectual property terms applicable to the CFO, subject to Israeli law;

NOW, THEREFORE, it is declared, stipulated and

agreed between the parties as follows:

1. Preamble, Appendices and Definitions

1.1 The preamble to this Agreement and

its appendices form an integral part of it.

1.2 Section headings are for convenience

only and shall not be used in interpretation.

1.3 In this Agreement:

“Exchange” means the NYSE

or any other exchange on which the Parent Company’s securities are traded;

“Compensation Committee” means

the compensation committee of the board of directors of the Parent Company;

“Companies Law” means the

Israeli Companies Law, 5759-1999, and the regulations under it;

“U.S. Securities Law” means

the Securities Act of 1933, the Securities Exchange Act of 1934, the rules of the SEC and the rules of the Exchange, as amended from time

to time;

“Clawback Policy” means the

Parent Company’s compensation recovery policy under Rule 10D-1 and the rules of the Exchange, as amended from time to time;

“Equity Plan” means the Parent

Company’s equity compensation plan as in effect from time to time;

“Change in Control” or “CIC”

means any of the following with respect to the Parent Company: (a) the acquisition of control (more than 50% of the voting power) by a

person or group, other than existing shareholders to a similar extent; (b) a merger, reorganization or sale of all or substantially all

of the assets, unless the Parent Company’s shareholders hold, immediately afterwards, more than 50% of the voting power of the surviving

or acquiring entity in substantially similar proportions; (c) a change in a majority of the members of the Parent Company’s board of directors

within a 12-month period that was not approved by a majority of the directors in office immediately before the change (incumbent board);

or (d) approval of a liquidation or sale of all or substantially all of the Parent Company’s assets. This definition shall be interpreted

in accordance with the Parent Company’s CIC policy and the Equity Plan, and subject to the requirements of Section 409A where relevant;

“Code” means the Internal

Revenue Code of 1986, as amended.

2. Structure of Employment and Office

2.1 It is agreed that the CFO is employed

as an employee of the Subsidiary only. At the same time, the CFO will serve as the Chief Financial Officer of the Parent Company under

an appointment by the Parent Company’s board of directors, as an officer and not as an employee of the Parent Company. The Parent Company

is not the CFO’s employer, and his rights and obligations towards it are those expressly set out in this Agreement (equity compensation,

insurance, exemption and indemnification, and the Clawback Policy) and in the law applicable to its officers.

2.2 For the avoidance of doubt, it is

expressly agreed that the Israeli company will be the sole paying employer. The Israeli company will be solely responsible for paying

the base salary, making social benefit contributions in Israel, withholding tax at source and issuing pay slips under Israeli law.

2.3 Payment of the base salary and its

benefits by the Israeli company will fully and finally compensate the Employee for all of his services and positions for the Parent Company

as well, and the Employee will have no claim or demand for double compensation from the Parent Company.

2.4 The Employee will report to and

be subject to the authority of the board of directors of the Public Company and the board of directors of the Subsidiary, in accordance

with their powers under corporate governance and regulatory rules in the U.S. and Israel.

2.5 The CFO will devote all of his time,

effort and skills to the Group, and will perform his duties faithfully, with dedication and to the standard of a senior officer of a public

company.

2

2.6 The CFO’s direct supervisor at the

Subsidiary is the CEO, and both of them are subject to the board of directors.

2.7 The principal place of work is the

Subsidiary’s offices in Israel. The CFO will travel to the U.S. and abroad as the position requires, including for board, investor and

regulatory meetings. Such travel is an integral part of the position and will not be considered a relocation of the place of work.

2.8 The CFO represents that he is entitled

to enter into this Agreement, is not bound by any other agreement that prevents him from holding the office, and will disclose to the

Companies any existing or future conflict of interest.

2.9 The CFO will not hold any other

position, or engage in any other occupation, paid or unpaid, without the prior written approval of the Parent Company’s board of directors,

except for service with non-profit organizations to an extent that does not impair the position, after giving written notice.

3. Term

3.1 This Agreement takes effect on the

date the approvals under Section 15.1 are received (the “Commencement Date”) and will remain in effect for an indefinite period

until terminated under Section 11.

3.2 Either party may terminate this

Agreement at any time, subject to Section 11 and on prior written notice as set out in Section 11.1, unless otherwise provided in Section

11.2 below.

3.3 Termination of office at one of

the Companies will not automatically terminate the office at the other Company, unless the terminating party expressly states that the

termination applies to both offices, or unless continuing in only one office creates a material conflict of interest.

3.4 The Employee has served as the Chief

Financial Officer of the Parent Company since February 27, 2026. It is agreed that this Agreement does not apply to the period before

the Commencement Date, and that the Employee has and will have no claims or demands for that period, except for the grant under Section

6.

4. Duties, Powers and Fiduciary Duties

4.1 The CFO will manage the financial

affairs of each of the Companies within the policies set by the relevant board of directors, and will be responsible, among other things,

for financial reporting, compliance and investor relations (at the Parent Company).

4.2 The CFO owes a duty of loyalty and

a duty of care to each Company separately, under the corporate law applicable to it, and will not prefer the interests of one Company

over the other except by decision of the competent body and after disclosure.

4.3 If a conflict of interest arises

between the Parent Company and the Subsidiary, the CFO will notify the CEO and both boards of directors immediately, will refrain from

participating in the relevant decision, and will act in accordance with the instructions of the board that is not conflicted.

4.4 The CFO will comply with the Group’s

procedures on inside information, securities trading, anti-bribery (FCPA and the Israeli law on foreign bribery), privacy protection and

cyber security.

4.5 The CFO represents that the position

is one of personal trust and senior management, and that he is exempt from the Hours of Work and Rest Law with respect to overtime, weekly

rest and overtime pay, subject to the governing law (with respect to the employment in Israel).

5. Fixed Compensation

5.1 The Employer will pay the Employee

a gross monthly salary of NIS 35,000 (the “Base Salary”). The salary will be paid monthly, no later than the 9th day of the

following month.

3

5.2 The Employer will contribute monthly

from the base salary, for the Employee, pension and severance at the following rates: employer pension contributions 7.5% and severance

8.33%, up to the tax-exempt ceiling for employer contributions under law, so that no taxable income is attributed to the Employee for

the employer contributions; employee pension deduction: 6% of salary of up to NIS 35,000 per month only (the “Employee Contribution

Base”), and no employee pension contributions will be deducted from the portion of the salary exceeding the Employee Contribution

Base.

5.3 It is agreed that Section 14 of

the Severance Pay Law, 5723-1963 will apply to all of the Employer’s contributions for severance pay. The Employer’s severance contributions

will replace any obligation to pay severance pay under law.

5.4 The Employer will contribute monthly

to a study fund chosen by the Employee: 7.5% by the Employer (up to the ceiling recognized for tax purposes) and 2.5% deducted from the

Employee’s salary, also up to the same ceiling only.

5.5 The Employee will be entitled to

paid annual vacation days and to sick pay under law.

5.6 The Employee will be entitled to

recuperation pay under the extension order, at the level corresponding to his seniority, and not less than that set for senior staff in

the Group.

5.7 The Employer will provide the Employee

with a car and will bear all costs of its maintenance and use, including fuel, servicing and maintenance, insurance, licensing, toll roads

(including Highway 6) and parking, without any contribution by the Employee. The Employer will gross up the taxable value of the car and

all related benefits for tax purposes.

5.8 The Employee will be entitled to

reimbursement of reasonable business expenses against receipts, in accordance with the Group’s procedures.

5.9 The Base Salary includes all supplements,

unless expressly stated otherwise. No overtime will be paid. The parties declare that the position is one of personal trust and senior

management within the meaning of the Hours of Work and Rest Law, and that the CFO is not entitled to overtime pay, pay for work during

rest periods or shift supplements.

6. Equity Compensation

Subject to the approval of the Compensation

Committee and the board of directors of the Parent Company, to shareholder approval of the increase of the Equity Plan and to the availability

of shares under the Equity Plan, and subject to the Equity Plan and the compensation policy, the Employee will be granted, in recognition

of his contribution to the Group in the period before the Commencement Date, 180,000 shares of the Parent Company, fully vested on grant.

Any additional equity compensation will be discussed at a later stage and will be subject to the approval of the Compensation Committee

and the board of directors of the Parent Company.

7. Officers’ Insurance, Indemnification and Exemption

7.1 The Parent Company will use efforts

to purchase and maintain a D&O policy of a scope customary for a public company listed on an exchange, to the extent available on

reasonable commercial terms, covering the CFO in his office at the Parent Company, the Subsidiary and held entities. After the end of

the office, the Parent Company will use efforts to purchase run-off coverage for the customary period, to the extent available on reasonable

commercial terms.

7.2 The Parent Company and the Israeli

company will sign letters of exemption and indemnification with the Employee, subject to the limitations of the Companies Law, 5759-1999,

the law of the Parent Company’s state of incorporation and the articles.

4

8. Corporate Governance, Securities Laws, Compliance and Clawback

8.1 The Employee undertakes to comply

fully with U.S. securities laws, the rules of the U.S. Securities and Exchange Commission (SEC), the rules of the exchange on which the

Parent Company is traded, and the internal policy on the use of inside information and blackout periods.

8.2 The Employee undertakes to act with

complete integrity and not to offer, give, request or receive any benefit, bribe or improper payment, directly or indirectly, to or from

any public servant, government official or business party in any jurisdiction.

8.3 The Employee agrees and confirms

that all variable or equity compensation paid or granted to him is subject to the Parent Company’s clawback policy, as updated from time

to time under the Dodd-Frank Act and the rules of the relevant exchange.

9. Confidentiality, Intellectual Property and Inside Information

9.1 The CFO will keep strictly confidential

all confidential information of the Group, during the office and for an unlimited period afterwards, except information that is in the

public domain other than through a breach, or information that must be disclosed by law (after notice to the Companies, to the extent

permitted).

9.2 Every work, invention, development,

method, document, code, data and trade secret created by the CFO in connection with the office is the exclusive property of the relevant

Company (or of the Parent Company, if the Group’s intellectual property policy so provides). The CFO hereby assigns in advance all rights,

and waives moral rights, to the extent assignment or waiver is permitted by law.

9.3 The Employee represents and confirms

that all compensation he has received and will receive under this Agreement constitutes full and final consideration also for any invention,

development or intellectual property (including service inventions), and he expressly waives any right to royalties or additional consideration

under Section 134 of the Patents Law, 5727-1967.

10. Non-Solicitation, Non-Competition and Non-Disparagement

10.1 For 12 months after the end of

employment, the CFO will not approach, directly or indirectly, any employee, consultant, customer, supplier or investor of the Group in

order to separate them from the Group or to solicit them to engage with a competitor.

10.2 For 12 months after the end of

employment, the CFO will not engage, as an employee, consultant, director, controlling shareholder or partner, in any activity that competes

materially with the Group’s business as it stood on the termination date, in Israel, in the U.S. and in any market in which the Group

has material activity on the termination date. This restriction is intended to protect trade secrets, investor relationships and strategic

information, and is limited to the actual field of activity.

10.3 The parties acknowledge that freedom

of occupation is a fundamental right in Israel, and that if a court finds the restriction too broad it may be narrowed and kept in force

to a reasonable extent.

10.4 The parties will not disparage

each other. This does not prevent truthful testimony, reporting to a competent authority or the exercise of mandatory rights.

5

11. Termination of Employment, Notice and Separation

11.1 Either party may terminate on 30

days’ prior written notice. The Companies may waive actual work during the notice period while continuing to pay the salary and contributions.

11.2 The Companies may terminate immediately,

after a hearing as required by law (in Israel) and after giving an opportunity to cure a curable breach within 15 days, if the breach

is not serious, upon any of the following events:

11.2.1 conviction of a criminal offense

involving moral turpitude, or an offense that materially harms the Group or the office;

11.2.2 a material breach of this Agreement,

of Group policy or of the duty of loyalty or care, not cured within the period set;

11.2.3 fraud, theft or misuse of the

Group’s funds or assets;

11.2.4 continued refusal to perform

reasonable duties lawfully assigned, after written warning;

11.2.5 a material breach of the insider

trading policy, of SEC disclosure obligations or of anti-bribery provisions (FCPA).

In such a case, no compensation will

be paid beyond that required by Israeli law and accrued amounts.

11.3 The Employee may resign and receive

the terms of dismissal as if dismissed without cause, upon any of the following events:

11.3.1 a fundamental reduction of the

Employee’s base salary or compensation terms without his written consent;

11.3.2 a material reduction of the Employee’s

powers, position or reporting line as Chief Financial Officer;

11.3.3 a material requirement to relocate

the Employee’s principal place of residence outside Israel.

The Employee will give written notice

of the existence of good reason within 30 days after it occurs, and the Companies will have 30 days to cure before the resignation takes

effect.

11.4 Hearing: the Subsidiary will not

dismiss the CFO without a prior written hearing under Israeli law, unless exceptional circumstances permit.

12. Clawback Policy

12.1 The CFO is subject to the Parent

Company’s Clawback Policy and to any additional clawback policy lawfully adopted. A recovery action under Rule 10D-1 will not constitute

a breach of this Agreement or good reason for resignation.

12.2 In addition, the Companies may

recover a bonus and equity award in the event of fraud, material breach of fiduciary duty, or breach of Sections 9 or 10, subject to law.

13. Taxes, Withholding and Reporting

13.1 The Employer will withhold income

tax, national insurance and health tax from every cash payment, under Israeli law.

13.2 Equity awards from the Parent Company

are subject to U.S. and Israeli tax law. The CFO is responsible for his personal tax reporting in Israel and the U.S.

13.3 The Companies will sign an intercompany

services agreement to charge the cost of the management services the CFO provides to the Parent Company, on market terms and with appropriate

documentation.

6

13.4 The parties will cooperate with

a tax advisor regarding the effects of the dual employment on tax and national insurance liabilities in Israel and the U.S.

14. Governing Law and Jurisdiction

14.1 The employment relationship with

the Employer, the base salary, social benefits and payments made in Israel will be governed exclusively by the laws of the State of Israel

and subject to the exclusive jurisdiction of the Tel Aviv Regional Labor Court.

14.2 Any dispute concerning the equity

compensation, corporate governance or the letters of exemption and indemnification of the Parent Company will be governed by the laws

of the State of Delaware, U.S.A., and subject to the exclusive jurisdiction of the competent courts of the State of Delaware.

14.3 Any other dispute will be brought

before the competent courts of Tel Aviv-Jaffa.

15. General

15.1 This Agreement, with its appendices,

is the entire agreement and supersedes any prior understanding. This Agreement is subject to the approval of the Compensation Committee

and the board of directors of the Parent Company and the approval of the board of directors of the Subsidiary, and will not take effect

before these approvals are received. The CFO will not participate in the discussion or vote on its approval.

15.2 Any amendment will be in writing

and signed by the parties, after the required corporate approvals.

15.3 A waiver of one breach is not a

waiver of any other breach.

15.4 If any term is held void, it will

be narrowed to the minimum extent necessary and otherwise remain in effect.

15.5 The Parent Company and the Subsidiary

may assign this Agreement to an acquiring company in a change in control or merger. The CFO may not assign any rights, except rights to

payment to his estate.

15.6 Notices will be given in writing

by email and by personal delivery or courier, to the addresses in the preamble.

15.7 This Agreement will be translated

into English with respect to the provisions relating to the Parent Company (including the equity compensation, insurance, exemption and

indemnification, and the Clawback Policy), and the translation will be filed with the U.S. Securities and Exchange Commission. The Hebrew

version of this Agreement is the binding version; in the event of any conflict between the translation and the Hebrew version, the Hebrew

version will prevail.

7

IN WITNESS WHEREOF the parties have signed:

/s/ Michael Oster

/s/

Michael Oster

/s/ David Rokach

Parent Company

Subsidiary

CFO

Name:

Michael Oster

Name:

Michael Oster

Name:

David Rokach

Title:

CEO

Title:

CEO

Date:

October

7, 2026

Date:

October

7, 2026

[***] Personal information omitted under Item

601(a)(6) of Regulation S-K.

8

EX-99.1 — PRESS RELEASE DATED OCTOBER 7, 2026

EX-99.1

Filename: ea030796101ex99-1.htm · Sequence: 4

Exhibit 99.1

Tessera Announces Employment Agreement with

Chief Executive Officer Michael Oster

Agreement includes options to purchase 1,000,000

shares at $1.15 per share and performance-based award tied to earnings, with thresholds above $0.05 EBITDA per share for 2027

Netanya, Israel, October 7, 2026 –

Tessera Defense and Homeland Security Inc. (“Tessera” or the “Company”) (NYSE American: HLSQ) today announced

that the Company and its wholly owned Israeli subsidiary have entered into an employment agreement with Michael Oster, the Company’s

Chief Executive Officer. Mr. Oster was appointed CEO of the Company as of March 4, 2026.

Under the agreement, Mr. Oster is entitled to,

subject to the approvals described below, an option to purchase up to 1,000,000 shares of the Company’s common stock at an exercise

price of $1.15 per share, as well as 1,000,000 restricted stock units vesting over three years and 400,000 fully vested shares of common

stock in recognition of his service since March 2026.

A portion of Mr. Oster’s equity compensation

will be tied to the Company’s EBITDA per share. For FY 2027, Mr. Oster will be entitled to 200,000 shares if EBITDA per share exceeds

$0.05, plus an additional 100,000 shares for each full cent ($0.01) above that level, up to a maximum of 500,000 shares.

For FY 2028, the same structure applies above

a threshold of $0.10 per share, also up to a maximum of 500,000 shares. For this purpose, EBITDA means earnings before net financing

expenses, income taxes, depreciation and amortization, and EBITDA per share means EBITDA divided by the weighted average number of shares

outstanding used to calculate basic earnings per share, in each case based on the Company’s audited consolidated financial statements

for the relevant year, prepared in accordance with U.S. GAAP.

EBITDA and EBITDA per share are not measures

calculated in accordance with U.S. GAAP. All of the equity awards described above, including the fully vested shares, are subject to

required corporate approvals, including stockholder approval of an increase in the number of shares available under the Company’s

equity incentive plan, as well as NYSE American approval of the listing of the underlying shares.

In addition, Mr. Oster is the acting Chairman

of the Board of Directors of the Company’s subsidiaries.

To date, the Company has also raised more than

$6 million in net proceeds through its at-the-market offering program at an average net price of approximately $1.15 per share, as adjusted

for the Company’s one-for-ten reverse stock split. In addition, an existing financing source of the Company recently agreed to

increase the Company’s available resources by $5 million through a line of credit to support the Company’s business.

“Michael has led Tessera through a fundamental

transformation,” said Reuven Yeganeh, a Director. “He has overseen the company’s move from biotechnology into defense

and homeland security technology, completed the acquisitions of Zorronet and DFSL, and laid the foundation for additional growth. This

agreement reflects the Board’s confidence in his leadership and aligns a meaningful portion of his compensation with stockholder

interests through EBITDA-per-share performance.”

“I am grateful to the Board for its confidence,

and I believe deeply in Tessera, our people and our technology,” said Michael Oster, CEO of Tessera. “Linking a significant

part of my compensation to EBITDA per share reflects my conviction in our path to profitable growth. My interests are aligned with those

of our stockholders, and I am fully committed to building long-term value for them.”

Further details of Mr. Oster’s compensation

arrangement are included in a Current Report on Form 8-K filed today with the Securities and Exchange Commission (the “SEC”).

Additional Information and Where to Find It

The equity awards to Mr. Oster are conditioned

on stockholder approval of the amendment to the 2026 Equity Incentive Plan at the Company’s Special Meeting of Stockholders to

be held on October 20, 2026 (the “Special Meeting”). The Company has filed a definitive proxy statement for the Special Meeting

with the SEC and will file a supplement to it describing these awards. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT

AND THE SUPPLEMENT, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents

are available free of charge at www.sec.gov and at https://www.cstproxy.com/tessera/2026. The Company and its directors and executive

officers, including Mr. Oster, may be deemed participants in the solicitation of proxies for the Special Meeting. Information about their

interests is set forth in the definitive proxy statement and will be set forth in the supplement.

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, bespoke 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 expectations regarding future growth and profitability; the potential achievement

of the EBITDA-per-share performance thresholds applicable to Mr. Oster’s equity compensation for fiscal years 2027 and 2028; the

potential issuance of shares pursuant to such performance-based awards; the availability and use of funds under the Company’s at-the-market

offering program and line of credit; and the receipt of required corporate approvals, including stockholder approval of an increase in

the Company’s equity incentive plan.

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. There can be no assurance

that the Company will achieve any particular level of EBITDA or EBITDA per share, that any of the performance-based equity awards will

be earned or issued, or that the required corporate or stockholder approvals will be obtained.

These risks and uncertainties include, among

others: the risk that the Company may not achieve the EBITDA-per-share thresholds applicable to the performance-based equity awards;

the risk that the Company’s revenue, expenses, profitability, number of shares outstanding or other financial results may differ

materially from current expectations; the Company’s ability to successfully execute its business strategy and achieve profitable

growth; the Company’s ability to integrate and commercialize its technologies and acquired businesses; 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 raise additional capital and execute its business and

strategic initiatives; the Company’s going concern qualification; the risk that required corporate or stockholder approvals relating

to the equity awards or the Company’s equity incentive plan may not be obtained; 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 SEC, 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

with the SEC on May 5, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the

SEC on August 19, 2026, 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.

Investor Relations Contact

Yair Ohayon

Yairo@thlsq.ai

GRAPHIC

GRAPHIC

Filename: ea030796101_ex99-1img1.jpg · Sequence: 5

Binary file (13738 bytes)

Download ea030796101_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.3

Cover

Oct. 07, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 07, 2026

Entity File Number

001-38762

Entity Registrant Name

TESSERA

DEFENSE AND HOMELAND SECURITY INC.

Entity Central Index Key

0001739174

Entity Tax Identification Number

82-3364020

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

850

New Burton Road

Entity Address, Address Line Two

Suite 201

Entity Address, City or Town

Dover

Entity Address, State or Province

DE

Entity Address, Postal Zip Code

19904

City Area Code

972

Local Phone Number

52-437-4900

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par

value per share

Trading Symbol

HLSQ

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration