SCHEDULE: Tessera Defense Exits 13D Filing, Share Issuance Pending Approval

Tessera Defense & Homeland Security Inc. (formerly BiomX Inc.) has filed an exit statement on Schedule 13D, confirming partial share issuance and principal payments while a significant portion of shares remains subject to stockholder approval.

Summary

• This filing is an Amendment No. 1 to a Schedule 13D, serving as a final amendment and exit filing for the reporting persons (Water IO Ltd., Star 26 Capital Inc., T3 Defense Inc., and Menachem Shalom).
• The reporting persons have ceased to be beneficial owners of more than 5% of Tessera Defense & Homeland Security Inc.'s common stock as of September 15, 2026.
• On September 15, 2026, 26,796 shares of common stock were issued to Water IO Ltd. as partial satisfaction of accrued interest and consideration for a note amendment.
• A total of 156,796 shares of common stock are directly held by Water IO Ltd., representing approximately 3.87% of the outstanding shares.
• The remaining 53,205 shares (post-reverse split) owed to Water IO Ltd. are subject to stockholder approval at the next meeting or may be satisfied by a third-party transfer or cash settlement by June 30, 2027.
• Principal payments of $250,000 due on August 1 and September 1, 2026, have been paid, with $500,000 principal remaining outstanding.
• The company underwent a one-for-ten reverse stock split effective September 9, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing, primarily an exit filing indicating a reduction in beneficial ownership below the 5% threshold. While it confirms payments and a partial issuance of shares, a significant portion of shares owed remains subject to future stockholder approval or alternative settlement, introducing uncertainty.

Positives

• Confirmation of partial interest payments and issuance of 26,796 shares to Water IO Ltd. on September 15, 2026.
• All principal installments due on August 1 and September 1, 2026, have been paid.
• Water IO Ltd. confirms no default or event of default exists under the Promissory Note.
• The company has obtained NYSE American authorization for the listing of 26,796 shares.

Negatives

• A significant portion of shares (53,205 post-reverse split) owed to Water IO Ltd. remains subject to future stockholder approval.
• The issuance of these remaining shares is not guaranteed and could be settled by a third-party transfer or cash, introducing uncertainty.
• The filing marks an exit for the reporting persons, indicating a reduction in their stake below a significant threshold.

Risks

• The issuance of the remaining 53,205 shares is contingent on stockholder approval, which may not be obtained.
• If stockholder approval is not obtained, the company may need to find a third-party to transfer shares or agree on a cash settlement by June 30, 2027.
• The reverse stock split could impact the perception and trading of the company's shares.

Future Outlook

The company plans to seek stockholder approval for the issuance of the remaining 53,205 shares at its next meeting. Alternatively, these shares may be satisfied by a transfer from a third party or a cash amount to be agreed upon by June 30, 2027.

Management Comments

• Water IO confirms that no default or event of default exists under the Note.
• The parties agree that the date referred to in the final sentence of Section 7 of Amendment No. 1 is extended to November 30, 2026.

Industry Context

StockSavvy.ai notes that this filing pertains to a company in the defense and homeland security sector. The issuance of shares as consideration for debt modifications and extensions is a common, albeit sometimes complex, financial maneuver in this industry, especially for companies navigating growth or restructuring phases. The need for stockholder approval for share issuances highlights the governance considerations prevalent in publicly traded entities.

Related Party Transactions

• The issuance of 26,796 shares to Water IO Ltd. on September 15, 2026, was in satisfaction of partial interest accrued on the Note and as consideration for deferral, waiver, and extension provided under the Note Amendment. Water IO Ltd. is a reporting person and a party to the Note.

Stakeholder Impact

• Shareholders: The remaining share issuance is subject to stockholder approval, potentially diluting existing ownership if approved. The company's ability to meet its obligations through cash or third-party transfers may also impact future financial health.
• Creditors: The confirmation of principal payments and the remaining balance on the note provide clarity to creditors regarding the company's debt obligations.
• Water IO Ltd.: Receives partial satisfaction of its debt through share issuance and confirms the status of the remaining obligations and potential settlement methods.

Next Steps

• The Issuer will submit the issuance of the Balance Shares (53,205 shares) to its stockholders for approval at its next meeting.
• Water IO Ltd. will confirm in writing any transfer of shares to it by a third party.
• If neither stockholder approval nor third-party transfer occurs by June 30, 2027, the parties will agree on a cash amount to satisfy the Balance Shares.
• The date referred to in the final sentence of Section 7 of Amendment No. 1 is extended to November 30, 2026.

Key Dates

Keywords

Schedule 13D, Exit Filing, Water IO Ltd., Tessera Defense, BiomX Inc., Promissory Note, Stockholder Approval, Reverse Stock Split