BiomX Obtains Option to Acquire Control of Israeli Laser-Radar Counter-Drone System

BiomX (NYSE American: PHGE) entered an option agreement to acquire control of DFSL, a developer of LADAR (laser radar) detection systems, with the transaction estimated at approximately $45 million if closed.

Rhea-AI Summary

BiomX (NYSE American: PHGE) entered an option agreement to acquire control of DFSL, a developer of LADAR (laser radar) detection systems, with the transaction estimated at approximately $45 million if closed. Consideration may include cash, a convertible promissory note, common shares and warrants exercisable at $12 per share. BiomX plans to pivot into security, defense and first-response markets; the deal is subject to Israeli regulatory approval and customary closing and shareholder approvals. DFSL’s platform claims ~99% real-world detection accuracy and is deployed in transportation and defense settings.

Positive

• Estimated transaction value of approximately $45 million
• Demonstrated detection accuracy of ~99% in real-world deployments
• Entry into defense/security markets with existing deployments in transport and military settings
• Third-party credit line committed to facilitate operations and geographic expansion

Negative

• Transaction subject to Israeli regulatory and shareholder approval
• Consideration includes convertible note and warrants, creating potential future dilution
• Strategic pivot from core business into defense/security increases execution and integration risk

Argus Mar 31 session

-16.39% close to close Open Argus

Details

News Market Reaction – PHGE

On Mar 31, the day this news came out, PHGE closed 16.39% below the previous close.

Data tracked by StockTitan Argus for the Mar 31 session.

Market Context

On Mar 31, the day this news came out, the stock closed 16.4% below the previous close. A negative r...

Analysis

On Mar 31, the day this news came out, the stock closed 16.4% below the previous close. A negative reaction despite expansion news fits a pattern where earlier strategic and leadership updates were followed by weak price performance. The DFSL LADAR option introduces exposure to defense and infrastructure markets, but comes alongside ongoing NYSE American equity compliance issues and substantial registered resale capacity of 5,310,933 shares. Past filings highlighted a going-concern emphasis and restrictive preferred-stock terms, factors that could amplify concerns about dilution and balance-sheet pressure even as the business mix evolves.

Key Figures

Transaction value: $45 million Platform accuracy: ≈99% Counter-drone market: >$14 billion +5 more

Transaction value

$45 million

Estimated value if DFSL control option closing occurs

Platform accuracy

≈99%

DFSL LADAR accuracy in real-world deployments

Counter-drone market

>$14 billion

Expected global counter-drone market size by 2030

Perimeter security market

>$130 billion

Projected perimeter security market size by 2030

Conversion/exercise price

$12 per share

Price for consideration convertible note and warrants in transaction

Registered resale shares

5,310,933 shares

Shares registered on S-3 for resale tied to Series Y and warrants

Shares outstanding

1,593,516 shares

Common stock outstanding as of February 3, 2026

2026 Plan reserve

1,390,000 shares

Initial share pool under proposed 2026 Equity Incentive Plan

Historical Context

5 past events · Latest: Mar 30

5 events

1. Mar 30

   Advisory board addition

   24h Move

   -2.8%

   Appointed ex-Mossad deputy to guide expansion into security and defense.

2. Mar 26

   Security unit launch

   24h Move

   -3.7%

   Launched Israeli security subsidiary and committed over $3M internal funding.

3. Mar 19

   Strategic reset letter

   24h Move

   -1.2%

   CEO outlined financial reset, warrant amendments, cost cuts, defense pivot.

4. Mar 09

   New CEO & CFO

   24h Move

   +9.0%

   Named new CEO and CFO with M&A and capital markets experience.

5. Jan 27

   Trading activity statement

   24h Move

   +69.5%

   Company said it knew of no undisclosed developments behind unusual trading.

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

Key Terms

ladar, lidar, uav, counter-uas, +4 more

8 terms

ladar technical

"DFSL, a developer of proprietary LADAR (Laser Radar)–based detection systems"

Ladar is a sensing technology that uses laser light pulses to map distances and shapes by measuring how long it takes the light to bounce back, similar to how a bat uses echoes but with light instead of sound. Investors care because ladar systems are key components in products like self-driving cars, drones, mapping tools, and defense equipment, so advances or contracts can drive revenue, margins, and competitive position for suppliers and users.

lidar technical

"Conventional LiDAR systems, which rely on external data processing, often struggle"

Lidar, which stands for Light Detection and Ranging, is a technology that uses laser beams to create detailed, three-dimensional maps of the environment. It works like a sophisticated eye that measures distances by bouncing light off objects, helping machines see and understand their surroundings. For investors, lidar is important because it enables advancements in autonomous vehicles, robotics, and mapping, which can drive innovation and growth in related industries.

uav technical

"algorithms to detect and respond to both UAV and ground-based intruders"

An unmanned aerial vehicle (UAV) is an aircraft that flies without a pilot on board, controlled remotely or by onboard software like a self-driving car. Investors care because UAVs are used across industries—delivery, agriculture, inspection, mapping, and defense—so demand, regulation, or technological advances can quickly affect revenue and costs for companies that make, operate, or rely on them. Think of a UAV as a robotic helper in the sky whose growing use can change market opportunities and risks.

counter-uas technical

"high-demand markets such as counter-UAS and perimeter security"

Counter-UAS (counter-unmanned aircraft systems) are tools and tactics used to detect, track, and disable or divert drones that pose a threat to people, property, or operations. Think of them as a combination of a security camera, alarm system, and net that can find an unwanted flying device and stop it before it causes harm. Investors care because demand, regulation, and deployment of these systems affect revenue, contract opportunities, legal risk, and the valuation of companies that build or use them.

warrants financial

"shares of common stock and warrants. Separately, a third party has agreed"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

convertible note financial

"Consideration includes a convertible note and warrants, in each case convertible"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

form 8-k regulatory

"information relating to the transaction will be included in the current report on Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

ai algorithm technical

"combining laser-based sensing with a proprietary AI algorithm that processes data"

A machine-learning program that digests large amounts of data to spot patterns, make predictions or carry out tasks without step-by-step human instructions — think of it as a very fast, self-tuning recipe that improves as it sees more ingredients. Investors care because these systems can change a company’s speed, accuracy and cost in areas like product development, customer service and trading, affecting growth, margins and operational risk.

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

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The platform delivers ~99% accuracy in real-world deployments across defense and infrastructure; When closed, the transaction value is estimated at approximately $45 million

NETANYA, Israel, March 31, 2026 (GLOBE NEWSWIRE) -- BiomX Inc. (NYSE American: PHGE) today announced that it has entered into an option agreement to acquire control of DFSL, a developer of proprietary LADAR (Laser Radar)–based detection systems for security, defense, and critical infrastructure applications. DFSL’s LADAR technology combines laser-based sensing with proprietary AI algorithms to detect and respond to both UAV and ground-based intruders.

BiomX intends to exercise the option subject to the closing of the underlying agreement and obtaining shareholder approval as necessary or consideration consisting of a combination of cash, promissory note, shares of common stock and warrants. Separately, a third party has agreed to provide a credit line to facilitate operations and company expansion across different geographies.

The transaction marks BiomX’s pivot into security, defense, and first-response markets. These sectors are supported by growing demand and government investment, with the global counter-drone market expected to reach more than $14 billion by 2030 while the perimeter security market is projected to exceed $130 billion over the same period.

False positives remain a persistent challenge in modern security systems. Environmental factors such as wind, rain, or movement can trigger unnecessary alerts, leading to “alarm fatigue” and reduced operator effectiveness. In high-noise environments, these false alarms can overwhelm operators, undermining system reliability and slowing response times. Conventional LiDAR systems, which rely on external data processing, often struggle to filter this noise in real-world conditions.

DFSL’s LADAR platform addresses this challenge by combining laser-based sensing with a proprietary AI algorithm that processes data within the sensor itself. This enables the system to analyze what it detects in real time, identify and track targets while distinguishing real threats from background activity rather than simply detecting motion. As a result, the platform significantly reduces false alarms while maintaining high detection certainty, with demonstrated accuracy of approximately 99% in real-world deployments.

Founded in 1995 by Dr. Yaacov Frucht, a former senior research leader at Rafael Advanced Defense Systems, DFSL builds on defense-originated laser radar technology adapted for civilian and homeland security use.

DFSL’s technology is deployed across four primary application areas: counter-UAS (drone detection and response), perimeter and border security (“virtual fencing”), wide-area 360-degree surveillance, and rail and metro safety systems. The platform has been deployed in both pilot and operational environments where reliable, low false-alarm detection is critical, including transportation infrastructure and defense-related settings. Through integration partners, DFSL systems have been deployed in military operations in Israel and Africa, as well as in major transportation systems, including the Los Angeles Metro.

The technology has been supported by government development programs including the Israel Innovation Authority and European security initiatives, and is protected by a portfolio of patents covering both hardware design and signal processing methodologies. DFSL has also participated in multiple European Union–funded security programs focused on border protection and critical infrastructure, where its LADAR technology serves as a core detection layer within integrated systems designed to identify and respond to both ground and aerial threats in complex, real-world environments.

“This transaction represents our entry point into the defense and security sector, where we see strong and growing demand driven by evolving global threats and increasing infrastructure protection needs,” said Michael Oster, CEO of BiomX. “DFSL brings a proven technology platform with real-world deployments, positioning us to establish an initial presence in high-demand markets such as counter-UAS and perimeter security. From this starting point, we plan to expand capabilities, increase deployment across new geographies, and build a broader footprint in defense and critical infrastructure markets over time.”

The transaction is subject to regulatory approval in Israel and customary closing conditions. Consideration includes a convertible note and warrants, in each case convertible or exercisable at $12 per share. The structure is designed to align shareholder value with future growth and performance milestones. Additional information relating to the transaction will be included in the current report on Form 8-K that BiomX intends to file.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the transaction, anticipated market opportunities, and potential performance of DFSL’s technology. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially.

Factors that may affect future results include, among others, the Company’s ability to complete the transaction, integrate DFSL, commercialize its technology, and execute its strategy in defense and infrastructure markets. Additional information regarding these risks is included in BiomX’s filings with the U.S. Securities and Exchange Commission.

BiomX undertakes no obligation to update any forward-looking statements, except as required by law.

For more information, please contact:

Yair Ohayon

Yairo@biomx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BiomX (PHGE) announce on March 31, 2026 regarding DFSL?

BiomX announced an option agreement to acquire control of DFSL for about $45 million if closed. According to the company, consideration may include cash, a convertible promissory note, common shares and warrants exercisable at $12 per share, subject to approvals.

How will the DFSL acquisition affect BiomX's business strategy and markets for PHGE?

The transaction marks a pivot into defense, security and first-response markets for PHGE. According to the company, DFSL’s LADAR platform and existing deployments provide an initial foothold for expansion into counter-UAS, perimeter security and critical infrastructure sectors.

What are the key financial terms for BiomX’s (PHGE) option to acquire DFSL?

The estimated transaction value is approximately $45 million and consideration may include cash, a convertible note and warrants. According to the company, the note and warrants are convertible or exercisable at $12 per share, aligning with future milestones.

What technology does DFSL bring to BiomX (PHGE) and how reliable is it?

DFSL provides a LADAR platform that combines laser sensing with AI-based on-sensor processing to reduce false alarms. According to the company, the system has demonstrated approximately 99% detection accuracy in real-world deployments across transport and defense settings.

What approvals or conditions must be met for BiomX (PHGE) to close the DFSL transaction?

Closing requires Israeli regulatory approval and customary closing conditions plus any necessary shareholder approvals. According to the company, exercise of the option and completion are contingent on satisfying those regulatory and corporate conditions.

Will the DFSL deal create dilution for BiomX (PHGE) shareholders?

The deal includes a convertible promissory note and warrants, which could lead to dilution if converted or exercised. According to the company, these instruments are convertible/exercisable at $12 per share, potentially increasing shares outstanding upon conversion.