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BiomX And Water.IO Agree To Updated Zorronet Acquisition Terms

(Positive)

BiomX (NYSE American: PHGE) amended the promissory note tied to its April 2026 acquisition of Zorronet from Water.IO (TASE: WATR), restructuring the remaining $1.25 million obligation. The amendment is designed to give BiomX more flexibility in timing its payments while supporting Zorronet’s development.

Under the revised terms, BiomX will issue 800,000 restricted common shares to Water.IO as consideration for the extension and in satisfaction of accrued interest, subject to customary conditions and approvals. The final maturity date of the note is extended to November 1, 2026. BiomX will pay an initial principal instalment of $250,000, followed by four equal monthly payments of $250,000. Zorronet develops AI-powered command-and-control software integrating video analytics, drones, sensors and IoT devices, already used by defense forces, rail operators, governments and Tier‑1 defense OEMs.

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Positive

  • $1.25M promissory note maturity extended to November 1, 2026
  • Interest settled via 800,000 restricted shares, easing near-term cash outflow
  • Principal to be repaid in five $250,000 instalments, improving payment flexibility

Negative

  • Issuance of 800,000 new restricted shares increases BiomX share count
  • Debt obligation remains outstanding until November 1, 2026, extending leverage period

Market reaction after acquisition terms update: PHGE -7.09% in the Jul 28 session

-7.09%
10 alerts
-7.09% Session close to close
-3.2% Trough in 1 hr 44 min
$2.03M Market Cap
0.1x Rel. Volume

In the Jul 28 session, PHGE declined 7.09%, reflecting a notable negative market reaction. Argus tracked a trough of -3.2% from its starting point during tracking. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -7.1% in the session following this news. -8.37% followed the latest tag-matched acq...
Analysis

The stock moved -7.1% in the session following this news. -8.37% followed the latest tag-matched acquisition event in the historical record. A similar decline would align with prior acquisition reactions, while the amended payment schedule and 800,000-share issuance remain key comparison points.

Key Figures

Restricted shares issued: 800,000 shares Promissory note: $1.25 million Final maturity date: November 1, 2026 +3 more
6 metrics
Restricted shares issued 800,000 shares Consideration for payment extension and accrued interest
Promissory note $1.25 million Note held by Water IO under amended terms
Final maturity date November 1, 2026 Amended promissory note
Initial principal payment $250,000 First payment under amended schedule
Monthly instalments 4 instalments Equal monthly payments following the initial principal payment
Each monthly instalment $250,000 Four equal instalments under amended schedule

Previous Acquisition Reports

3 past events · Latest: Jul 08 (Positive)
Same Type Pattern 3 events
Date Event Sentiment 24h Move Catalyst
Jul 08 acquisition LOI Positive -8.4% Non-binding LOI proposed acquiring a 60% stake in Tsoock Defense Technologies
Apr 13 DFSL acquisition Positive -9.0% Definitive agreement established BiomX’s controlling interest in DFSL
Mar 31 DFSL acquisition option Positive -16.4% Option agreement provided a path to acquire control of DFSL

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

All 3 tag-matched acquisition events recorded negative 24-hour price reactions despite positive event sentiment, producing 3 divergences.

Key Terms

promissory note, restricted shares, command-and-control software, IoT devices
4 terms
promissory note financial
"The news article discusses an amendment to the promissory note related to"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
restricted shares financial
"BiomX will issue 800,000 restricted shares of common stock to Water IO"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
command-and-control software technical
"Zorronet is an Israeli developer of AI-powered command-and-control software"
Software that sends instructions to and receives information from a group of remote computers, servers, or devices to coordinate tasks, updates, monitoring, or control. Like a conductor directing an orchestra, it centralizes management so an administrator or automated system can push changes, gather status, or trigger actions across many endpoints at once. Investors watch for its use because it affects a company’s operational efficiency, security posture, compliance obligations, and potential exposure to cyberattacks or regulatory scrutiny.
IoT devices technical
"integrates video analytics, drones, sensors, and IoT devices into a unified"
Internet of Things (IoT) devices are everyday objects—like sensors, appliances, machines or wearables—that are fitted with connectivity and simple computing so they can collect and share data over the internet. Investors care because these devices can create recurring revenue from services and data, drive cost savings or new product lines, and introduce risks around security and scale that can materially affect a company’s growth and profitability.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Revised agreement provides BiomX with additional flexibility to support Zorronet while further aligning BiomX and Water IO around Zorronet's long-term success

NETANYA, Israel, July 28, 2026 (GLOBE NEWSWIRE) -- BiomX Inc. (NYSE American: PHGE) ("BiomX" or the "Company"), a company focused on defense, security, and critical infrastructure technologies, today announced an amendment to the promissory note related to its April 2026 acquisition of Zorronet Ltd. from Water.IO Ltd. (TASE: WATR) (“Water.IO”). The amended terms are intended to provide BiomX with additional flexibility for its remaining payments to Water.IO.

As part of the amendment, BiomX will issue 800,000 restricted shares of common stock to Water IO in consideration of the extension and in satisfaction of accrued interest, subject to customary conditions, including any required approvals. The revised structure enables BiomX to continue supporting the advancement of Zorronet's technology and business while preserving the remaining cash consideration owed to Water IO under an amended schedule.

"This agreement gives us additional flexibility in the timing of our remaining payments at an important stage in Zorronet's development," said Michael Oster, CEO of BiomX. "We believe supporting the company's continued advancement now is the best way to strengthen its long-term potential. Water.IO's decision to accept BiomX equity and revise the cash payment schedule reflects its support for this strategy and further aligns both parties around Zorronet's future success."

Zorronet is an Israeli developer of AI-powered command-and-control software that integrates video analytics, drones, sensors, and IoT devices into a unified operational intelligence platform. Its technology enables near real-time detection, classification, and prioritization of threats, and is already deployed with defense forces, rail operators, government customers, and Tier-1 defense OEMs

Under the amended terms, the final maturity date of the $1.25 million promissory note held by Water.IO Ltd. has been extended to November 1, 2026. BiomX will make an initial principal payment of $250,000, followed by four equal monthly instalments of $250,000 each.

About Zorronet

Zorronet Ltd., a BiomX company, develops command-and-control software that helps security and operations teams turn cameras, sensors, drones, and IoT devices into a unified real-time operating picture. The system, which is used in hundreds of sites, uses artificial intelligence and machine learning to detect, classify, and prioritize events, incidents, and potential threats, helping teams understand what is happening and coordinate faster responses. Designed for both defense and civilian security applications, Zorronet's systems are currently used in military sites, critical infrastructure, municipalities, smart cities, industrial facilities, large public venues, and more. By converting large volumes of sensor and system data into clear alerts and recommended actions, Zorronet has been enabling operators to manage and respond to complex activity and threats while reducing false alarms across everything from individual facilities to national borders.

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" and similar expressions, and include statements regarding the amendment to the Zorronet acquisition promissory note and the expected benefits of the amendment; the issuance of 800,000 restricted shares to Water IO and the Company's ability to obtain NYSE American listing approval for that issuance; the Company's ability to fund Zorronet's continued development, integration and commercialization; the Company's ability to make the remaining payments under the amended note; the Company's plan to regain compliance with the NYSE American continued listing standards, the actions the Company intends to take under the plan, and the Company's ability to maintain the listing of its common stock on the NYSE American. 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 the Company may not obtain NYSE American listing approval for the share issuance; the risk that the Company may not have sufficient resources to make the remaining payments under the amended note; 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 to 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, 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 March 31, 2026 filed with the SEC on May 20, 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.

Contact

Yair Ohayon
Yairo@biomx.com 


FAQ

What are the updated Zorronet acquisition payment terms for BiomX (PHGE) announced in July 2026?

BiomX updated the Zorronet acquisition note by extending its $1.25 million maturity to November 1, 2026. According to BiomX, the company will pay $250,000 upfront, then four equal monthly $250,000 instalments and issue 800,000 restricted shares to Water.IO for extension and accrued interest.

How many BiomX (PHGE) shares will be issued to Water.IO under the revised Zorronet deal?

BiomX will issue 800,000 restricted common shares to Water.IO under the amended Zorronet acquisition note. According to BiomX, these shares are consideration for extending the $1.25 million promissory note and for settling accrued interest, subject to customary approvals and conditions.

When does the $1.25 million Zorronet promissory note held by Water.IO now mature?

The $1.25 million Zorronet promissory note now matures on November 1, 2026. According to BiomX, this new final maturity date replaces the previous schedule, giving the company more flexibility to support Zorronet while spreading principal into one initial and four equal monthly $250,000 payments.

How will the revised Zorronet acquisition terms affect BiomX (PHGE) cash payments?

The revised terms spread BiomX’s remaining $1.25 million cash payments into one immediate and four monthly $250,000 instalments. According to BiomX, accrued interest is satisfied with 800,000 restricted shares, allowing the company to preserve cash while continuing to fund Zorronet’s technology and business advancement.

What does Zorronet do in BiomX’s defense and security portfolio?

Zorronet develops AI-powered command-and-control software integrating video analytics, drones, sensors and IoT devices. According to BiomX, its platform enables near real-time threat detection, classification and prioritization and is already deployed with defense forces, rail operators, government entities and Tier‑1 defense equipment manufacturers.

Why did Water.IO agree to take BiomX (PHGE) equity in the Zorronet amendment?

Water.IO agreed to receive 800,000 restricted BiomX shares as part of extending the Zorronet note. According to BiomX, this equity component settles accrued interest and reflects Water.IO’s support for revising the cash payment schedule and aligning both parties around Zorronet’s long-term success.