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.