Tessera Defense and Homeland Security Inc. (HLSQ) Earnings Call Transcript

Good morning, everyone, and welcome. I'm Michael Oster, Chief Executive Officer of Tessera Defense and Homeland Security Inc. It's 9:00 Eastern Time on Tuesday, October 20, 2026 and I call this Special Meeting of Stockholders of Tessera Defense and Homeland Security Inc. to order. Thank you all for joining us. I'll be chairing the meeting this morning, and Josh Ettinger will act as Secretary of the meeting. We're holding this meeting entirely online by live webcast as described in the proxy materials. With me today are David Aboudi about Legal Group, the company's outside counsel; and Josh Ettinger a representative of Continental Stock Transfer and Trust Company, our transfer agent is with us as well and will serve as Inspector of Election. The inspector has taken the oath of office before this meeting. This is a special meeting called for the specific purpose described in the proxy statement, so we will proceed to the formal business. There will be no question-and-answer session today. This meeting is being recorded. No other recording of the webcast is permitted. Notice of this meeting was given and the proxy materials were made available to stockholders as required by our bylaws and applicable law. An affidavit of the mailing will be filed with the records of the meeting. The Board fixed the close of business of October 5, 2026 as the record date. Holes of record as of that date are entitled to vote today. As of the record date, the company had 9,26,478 shares of common stock outstanding and entitled to vote. Under the company's bylaws, a quorum is present when the holders of 1/3 of the shares of common stock outstanding and entitled to vote are present at the meeting or represented by proxy. Per the tabulation of Continental Stock Transfer and Trust Company, 3,728,434 shares are represented at this mean person or by proxy, approximately 41.3% of the shares entitled to vote, which is above the 1/3 requirement. The inspector of election has confirmed that a quorum is present -- the meeting is properly convened, and we can turn to the business before us. The 2 proposals before the meeting is described in the proxy statement. If you've already voted by proxy, you don't need to vote or do anything further. Your shares will be voted as your instruction. If you're a stockholder of record attending today and haven't voted, you may vote now through the meeting website by clicking the voting button and following the instructions. The polls are now open on both proposals. Proposal 1 is the planned amendment proposal to approve an amendment to the company's 2026 equity incentive plan to increase the number of shares of common stock reserved and available for issuance under the plan by 5,315,000 shares from 685,000 shares to 6 million shares in each case, after given effect to the company's 1 for 10 reverse stock split effected on September 9, 2026. The Board recommends a vote for the plan amendment proposal. Proposal 2 is the German proposal to approve the adjournment of this meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve proposal 1, the Board recommend the adjournment proposal. [Voting]

Everyone has had now the opportunity to vote. If there are no stockholders still voting, I declare the polls closed on all proposals. The polls are now closed at 9:05 a.m. Eastern Time. The Inspector of Election has provided a preliminary report based on that report. Proposal 1, the plan amendment proposal has received the affirmative vote of a majority of the votes cast and has passed. Proposal 2 the adjournment proposal has received the affirmative vote of a majority of the votes cast and has passed, as Proposal 1 has been approved, no adjournment is necessary. The final certified results will be reported on a current report on Form 8-K within 4 business days from today as required. That completes the business of the special meeting. On behalf of the Board of Directors and management, thank you all for participation and your continued support of Tessera. The meeting is adjourned.