Tessera Obtains Option to Acquire Controlling Stake in RT LTA Systems, Adding Airborne Surveillance to Homeland Security Platform

NETANYA, Israel, Sept. 24, 2026 (GLOBE NEWSWIRE) -- Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ) (“Tessera” or the “Company”) today announced that it has been granted an option to acquire a majority interest in RT LTA Systems Ltd. (“RT”), an Israeli aerospace and security company that develops and manufactures persistent airborne surveillance and communications systems for military, homeland security and civilian applications.

RT develops the Skystar™ and SkyGuard™ tethered aerostat systems which can remain aloft for extended periods, providing continuous security coverage while carrying a range of mission-specific payloads, including day/night cameras, infrared sensors, radar, communications systems and other payloads for intelligence, surveillance and reconnaissance (“ISR”), border protection, strategic-site security, coastal surveillance, public safety, search and rescue and other missions. The systems can also support security at large-scale events and crowded public venues, where persistent aerial coverage can help monitor wide areas continuously.

Its systems have accumulated more than six million operational hours worldwide. RT enters 2027 with, per its reports, approximately $15 million in backlog. Current customers include Elbit Systems and the Israel Police. The backlog includes an active, multi-million dollar contract with the UAE as part of a large scale border-protection project. The company’s systems are also deployed by security forces in the US, Mexico, Australia, and France, among others.

The proposed transaction represents a concrete step in Tessera’s strategy to expand further into the homeland security market and extend the capabilities of its security platform into persistent airborne surveillance. The addition of RT would not only add an airborne platform capable of carrying multiple sensing and communications technologies, but also give Tessera access to markets where it can integrate its intelligence capabilities into existing systems, enhance their performance and expand the reach of its broader detection, intelligence and response platform.

Under the agreement, Tessera has a 90-day option to acquire at 51% of RT, exercisable solely at Tessera’s discretion and subject to completion of due diligence. The purchase price will be based on the lower of a $13 million valuation or a formula tied to RT’s average revenue and EBITDA over 2026, 2027 and 2028, using audited financial results and structured as an earnout. Tessera will deposit $1,000,000 for the option. If the option is exercised, that amount will be credited toward the purchase price; if it is not exercised, the deposit will be refunded to Tessera.

“RT adds an entirely new dimension to what we are building at Tessera,” said Michael Oster, CEO of Tessera. “Our strategy is based on the complete security cycle of Predict, Sense, Analyze, Decide and Act, and RT gives us the potential to extend that architecture into persistent tethered airborne sensing across borders, critical infrastructure and other large areas. It is another important piece of the mosaic we are building at Tessera, expanding its sensor arsenal and ability to predict threats into our broader security platform. That capability also supports our expansion deeper into homeland security at a time when we are seeing a new Middle East take shape, with growing cooperation between countries across the region. RT’s activity in the UAE is a tangible example of how that regional cooperation is creating new opportunities for security technology, particularly in areas such as border protection.”

“RT has spent decades developing persistent airborne systems for demanding military and homeland security missions,” said Rami Shmueli, CEO of RT. “Combining our airborne platforms with Tessera’s broader sensing, analysis, decision-making and response technologies creates the potential for a more complete security architecture and new opportunities in border protection, critical infrastructure and other homeland security markets.”

The parties have also agreed in principle to a licensing agreement covering a broad range of homeland security applications, including border protection and other HLS sectors, regardless of whether Tessera completes the acquisition. Tessera believes the agreement could allow information from RT’s airborne platforms to work alongside cameras, detection systems and other technologies across its broader security platform.

In connection with the transaction, Mandragola Ltd. has agreed to increase its existing credit facility to $7 million. Tessera also plans to use proceeds from its existing at-the-market equity offering program, or ATM, to help fund the acquisition. Over the past quarter, Tessera has raised approximately $5.3 million through the ATM. The final amount needed will depend on the size of the stake acquired and the valuation determined under the agreement.

About RT LTA Systems

RT LTA Systems develops and manufactures the Skystar and SkyGuard families of aerostat systems for military, homeland security and civilian applications. Its systems provide persistent ISR and communications capabilities for missions including border protection, strategic-site security, coastal surveillance, law enforcement, public safety and search and rescue. According to RT, its systems have accumulated more than six million operational hours worldwide.

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,” “will,” “may,” “anticipates,” “estimates,” “potential,” and similar expressions. These statements are based on the Company’s current expectations 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.

These risks and uncertainties include, among others: the risk that Tessera may elect not to exercise its option to acquire a controlling interest in RT LTA Systems Ltd. (“RT”), including as a result of due diligence, and that the proposed transaction may not be completed on the anticipated terms or at all; the risk that the Company may acquire a different percentage of RT than currently contemplated; the risk that the valuation or ultimate purchase price may differ from current expectations based on RT’s audited revenue and EBITDA for fiscal years 2026, 2027 and 2028; the risk that the anticipated earnout structure may change or result in payments different from those currently anticipated; the ability of the Company to obtain sufficient financing to complete the transaction, including through the expanded Mandragola credit facility, proceeds from the Company’s at-the-market equity offering program or other sources, and the risk that the issuance of additional equity may result in dilution to existing stockholders; the risk that the contemplated increase in the Mandragola credit facility may not be completed on the anticipated terms or at all; the risk that the parties may not enter into the contemplated licensing agreement on the anticipated terms or at all, or that the agreement may not generate the expected commercial opportunities; the risk that RT’s backlog may be delayed, modified or cancelled, may not convert into recognized revenue on the anticipated schedule or at all, or may generate lower revenue or margins than expected; the ability of RT’s Skystar and SkyGuard systems and related technologies to perform as designed and meet customer requirements; the ability of Tessera and RT to successfully combine RT’s persistent airborne surveillance capabilities with Tessera’s existing sensing, intelligence, analysis and response technologies; the risk that anticipated strategic, technological or commercial benefits from the transaction may not be realized; the ability of Tessera to expand its presence in homeland security, border protection, critical infrastructure and other target markets; the continuation and expansion of RT’s relationships with existing customers, partners and international markets, including in the United Arab Emirates and elsewhere in the Middle East; the risk that geopolitical, regulatory, procurement, budgetary, technical or other factors may affect current or future projects and commercial opportunities; 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 plan; the possibility that the Company’s common stock may be suspended from trading or delisted from the NYSE American; the Company’s ability to raise additional capital and execute its business and strategic initiatives; the Company’s going concern qualification; 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, 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.

Investor Relations Contact:
Yair Ohayon, IR & Communications Manager
Yairo@thlsq.ai