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BiomX Signs Non-Binding Letter of Intent to Acquire Control of Revenue-Generating Security Infrastructure and Systems Integration Company, Expanding Its Security Platform with Critical Infrastructure and Secure-Site Integration Capabilities

(Neutral)

BiomX (NYSE American: PHGE) signed a non-binding LOI for a 60% stake in Israeli security integrator Tsoock Defense Technologies for about $10.4 million, subject to due diligence, financing, definitive agreements and approvals.

Tsoock generated NIS 13.1M revenue and NIS 625K net profit in 2025 and could add secure-site integration and infrastructure capabilities to BiomX’s defense and critical-infrastructure security platform.

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Positive

  • Proposed 60% acquisition of revenue-generating Tsoock for about $10.4 million
  • Tsoock 2025 revenue approximately NIS 13.1M, up from NIS 7.7M in 2024 (~70% growth)
  • Tsoock swung to 2025 net profit of about NIS 625K from NIS 1.8M loss in 2024
  • Contemplated option to acquire remaining 40% of Tsoock for $9.2 million within 36 months
  • Transaction, if completed, would add secure-site integration and infrastructure execution capabilities
  • Consideration structure includes initial $300K payment, then $10.1M over four quarterly installments

Negative

  • LOI is non-binding and transaction may not be completed on current terms or timeline
  • Closing is subject to due diligence, definitive agreements, adequate financing and multiple regulatory and third-party approvals

Market reaction after Tsoock 60% acquisition LOI: PHGE -8.37% in the Jul 8 session

-8.37% 19.5x vol
111 alerts
-8.37% Session close to close
+46.5% Peak Tracked
-18.7% Trough Tracked
$3.56M Market Cap
19.5x Rel. Volume

In the Jul 8 session, PHGE declined 8.37%, reflecting a notable negative market reaction. Argus tracked a peak move of +46.5% during that session. Argus tracked a trough of -18.7% from its starting point during tracking. Our momentum scanner triggered 111 alerts that day, indicating very high trading interest and price volatility. Trading volume was exceptionally heavy at 19.5x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.4% in the session following this news. A sharp downside move would be consistent ...
Analysis

The stock moved -8.4% in the session following this news. A sharp downside move would be consistent with past acquisition news, which averaged roughly -12.7% next-day. Investors may focus on deal financing needs, existing resale and shelf overhang, and only non-binding status of the $10.4 million transaction.

Key Figures

Stake to be acquired: 60% of Tsoock Total consideration: $10.4 million Initial payment: $300,000 +5 more
8 metrics
Stake to be acquired 60% of Tsoock Controlling interest under non-binding LOI
Total consideration $10.4 million Contemplated price for 60% of Tsoock
Initial payment $300,000 Upfront payment if transaction closes
Deferred payments $10.1 million Four quarterly installments over 12 months
Option for remaining stake $9.2 million Price to acquire remaining 40% within 36 months
2025 revenue NIS 13.1 million Tsoock 2025 revenues
2024 revenue NIS 7.7 million Tsoock 2024 revenues
2025 net profit NIS 625 thousand Tsoock bottom line turned profitable in 2025

Previous Acquisition Reports

2 past events · Latest: Apr 13 (Positive)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Apr 13 DFSL acquisition deal Positive -9.0% Definitive agreement to acquire controlling interest in DFSL defense engineering firm.
Mar 31 DFSL option deal Positive -16.4% Option agreement to acquire control of DFSL laser‑radar detection systems business.

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

Pattern Detected

Recent acquisition-related announcements have typically been followed by negative single-day price moves for this stock.

Key Terms

letter of intent, intrusion detection, command-and-control, critical infrastructure, +1 more
5 terms
letter of intent financial
"has signed a non-binding letter of intent (the "LOI") to acquire"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
intrusion detection technical
"access control, intrusion detection, fire detection, building-control systems"
A system or process that monitors computer networks and devices to spot unauthorized access, suspicious activity, or cyberattacks—like a security alarm for digital systems. It matters to investors because effective intrusion detection can limit data breaches, operational disruption, and regulatory fines by alerting organizations early to threats, which affects a company’s risk profile, costs, and reputation.
command-and-control technical
"command-and-control rooms and solar infrastructure."
"Command-and-control" describes a system where authority is centralized, and decisions are made by a single leader or a small group that directs how activities are carried out. In financial or organizational contexts, it means strict oversight and top-down management, leaving little room for individual discretion. For investors, it highlights how power and decision-making influence the stability, efficiency, and flexibility of an organization or market.
critical infrastructure technical
"defense-related, government, industrial and critical-infrastructure environments."
Critical infrastructure are the essential systems and facilities—such as power grids, water supply, telecommunications, transportation networks, financial systems and healthcare services—that society and the economy rely on to function. For investors, these assets matter because damage, outages or regulation affecting them can abruptly disrupt business operations, revenue and market value; conversely, their stable, mission-critical nature often attracts steady demand, government support or long-term contracts, reducing risk much like a solid foundation supports a house.
ladar-based technical
"DFSL develops LADAR-based detection and physical security technologies"
Ladar-based describes products or systems that rely on LADAR (laser detection and ranging) sensors to measure distance, shape, motion, or reflectivity by sending laser pulses and analyzing their return. For investors it signals the use of a precision optical sensing technology—like replacing a tape measure with a laser scanner—which can affect a product’s capabilities, manufacturing complexity, market fit and supply-chain or regulatory considerations.

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

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Proposed acquisition of an Israeli company with approximately 20 years of operating experience is expected to strengthen BiomX's Detection-Analysis-Response strategy through security systems, fire detection, access control, intrusion detection, building-control, electrical infrastructure and secure-site integration capabilities

NETANYA, Israel, July 08, 2026 (GLOBE NEWSWIRE) -- BiomX Inc. (NYSE American: PHGE) ("BiomX" or the "Company"), a company focused on acquiring and further developing technologies that identify, analyze, protect against and support faster responses to physical threats, today announced that its wholly owned subsidiary BiomX Israel Defense and Security Ltd. has signed a non-binding letter of intent (the "LOI") to acquire a 60% controlling interest in Tsoock Defense Technologies Ltd. ("Tsoock"), an Israeli security infrastructure and systems integration company with approximately 20 years of operating experience. The LOI is non-binding with respect to the proposed transaction terms, and there can be no assurance that definitive agreements will be executed or that the transaction will be completed.

Tsoock serves as an execution and systems-integration contractor for leading Israeli system integrators, supporting projects for defense-related, government, industrial and critical-infrastructure environments. The company provides installation, commissioning and maintenance of integrated security, safety and communications systems, including CCTV and video surveillance, access control, intrusion detection, fire detection, building-control systems, electrical and communications cabling, command-and-control rooms and solar infrastructure.

If completed, the proposed acquisition is expected to add a secure-site execution and systems integration layer to BiomX's growing defense, security, critical-infrastructure and first-response portfolio. BiomX believes Tsoock's capabilities could strengthen its ability to bring detection, identification, command-and-control and response technologies from portfolio-level strategy into real-world operational environments.

Under the non-binding letter of intent, BiomX Israel Defense and Security Ltd. would acquire 60% of Tsoock for contemplated total consideration of $10.4 million, subject to completion of due diligence, negotiation and execution of definitive agreements, adequate financing, customary closing conditions and required regulatory and third-party approvals, including any applicable requirements of, or approvals from, the U.S. Securities and Exchange Commission and NYSE American. If completed, the contemplated consideration includes an initial payment of $300,000, with the remaining $10.1 million expected to be payable in four quarterly installments over 12 months. The non-binding letter of intent also contemplates an option for BiomX to acquire the remaining 40% of Tsoock for $9.2 million during a 36-month period following the closing of the proposed transaction. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed on the contemplated terms, timeline or at all.

As security environments become more connected, sensitive sites increasingly require more than standalone software, cameras or individual sensors. Military facilities, government sites, transportation networks, industrial assets, solar farms, energy sites and other critical infrastructure environments need integrated systems that connect cameras, access control, fire detection, intrusion alerts, building-control systems, electrical infrastructure and command-and-control platforms into a more unified operational picture.

BiomX believes Tsoock's capabilities could help bridge the gap between AI-driven security intelligence and real-world implementation in sensitive and mission-critical environments. By adding secure-site integration and infrastructure capabilities, BiomX believes it may be able to support broader deployment of its detection, identification, command-and-control and response technologies across defense, security, critical infrastructure and first-response markets.

Tsoock is an operating company with demonstrated recent growth. According to its financial statements, Tsoock generated approximately NIS 13.1 million in revenues in 2025, compared with approximately NIS 7.7 million in 2024, representing year-over-year revenue growth of approximately 70%. Tsoock also reported net profit of approximately NIS 625 thousand in 2025, compared with a net loss of approximately NIS 1.8 million in 2024.

If completed, the proposed acquisition is expected to complement BiomX's existing portfolio companies, including Zorronet and DFSL. Zorronet is BiomX's AI-powered command-and-control platform, designed to connect cameras, sensors, drones, field personnel and other systems into a unified operating environment. DFSL develops LADAR-based detection and physical security technologies designed to support high-precision threat detection in demanding environments. Tsoock would bring the field capability to install, integrate and maintain the cameras, sensors, safety and security systems, and electrical and communications infrastructure that BiomX's detection and command-and-control technologies depend on in operational environments.

"If completed, this proposed acquisition would reflect another step in BiomX's transition from strategic portfolio building into operational execution," said Michael Oster, Chief Executive Officer of BiomX. "Tsoock" would add an established operating company with revenue, customer activity and secure-site integration capabilities. We believe its experience with security systems, safety systems, building-control infrastructure and sensitive facilities can strengthen our ability to deliver more complete solutions across defense, security, critical infrastructure and first-response markets."

About Tsoock Defense Technologies Ltd.

Tsoock Defense Technologies Ltd. is an Israeli security infrastructure and systems integration company with approximately 20 years of operating experience. The company works with major integration companies serving Israel's defense establishment and military facilities and provides systems and execution capabilities across fire detection, access control, intrusion detection, building control, energy-efficiency and climate-control systems, solar farm infrastructure, electrical infrastructure, cabling and related installation services.

According to Tsoock, its past and present customers and project references include Electra Megason, Shikun & Binui, G1, Israel Aerospace Industries, the Ministry of Foreign Affairs, AFCON Group, Bynet, Israel Electric Corporation, Intel Kiryat Gat, the Ein Evrona EPC project, Ituran and Israel Railways. This information regarding Tsoock’s past and present customers and project references has been provided by Tsoock and reflects Tsoock’s own disclosure.

Additional information about Tsoock is available on Tsoock's website. The contents of Tsoock's website are not controlled by BiomX, are not part of this press release, and are not incorporated by reference herein.

About BiomX

BiomX Inc. is focused on acquiring and further developing technologies that identify, analyze, protect against and support faster responses to physical threats across defense, security, critical infrastructure and first-response sectors. The Company's portfolio is built around the growing need for earlier and more accurate threat detection, operational understanding, secure-site integration, physical protection and faster response, particularly as connected sensors, UAVs, autonomous systems and physical security threats play a larger role in defense and homeland security.

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," "continue" and similar expressions, and include statements regarding the Company's strategic direction; the non-binding letter of intent relating to the proposed acquisition of Tsoock; the due diligence review and negotiation and potential execution of definitive agreements related to the proposed acquisition; the expected benefits of the proposed transaction; the expected integration of Tsoock's capabilities with the Company's existing portfolio if the transaction is completed; the Company's ability to deploy, commercialize and scale technologies across defense, security, critical infrastructure and first-response markets; the Company's plan to regain compliance with the NYSE American continued listing standards; 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 non-binding letter of intent may not result in definitive agreements; the risk that due diligence may not be completed to the Company's satisfaction; the risk that the proposed transaction may not be completed on the contemplated terms, timeline or at all; the risk that required approvals or closing conditions may not be obtained or satisfied; the risk that the Company may not realize the expected benefits of the proposed transaction; the Company's ability to integrate acquired companies and technologies and execute its business and strategic initiatives; the Company's ability to raise additional capital; the Company's going concern qualification; the risk that the Company may not regain compliance with the NYSE American continued listing standards within the plan period or at all; the possibility that the Company's common stock may be suspended from trading or delisted from the NYSE American; 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 did BiomX (PHGE) announce about acquiring Tsoock Defense Technologies on July 8, 2026?

BiomX announced a non-binding letter of intent to acquire 60% of Tsoock Defense Technologies for about $10.4 million. According to BiomX, the contemplated deal could add secure-site execution and systems integration capabilities to its defense, security and critical-infrastructure platform.

How much will BiomX (PHGE) pay for the proposed 60% stake in Tsoock?

BiomX plans total consideration of approximately $10.4 million for 60% of Tsoock, if completed. According to BiomX, this includes a $300,000 initial payment and about $10.1 million payable in four quarterly installments over 12 months, subject to conditions.

What are Tsoock Defense Technologies’ recent revenues and profits before the BiomX (PHGE) deal?

Tsoock reported about NIS 13.1 million in 2025 revenue and NIS 625,000 net profit. According to BiomX, this compares with approximately NIS 7.7 million revenue and a net loss of around NIS 1.8 million in 2024, indicating strong reported growth and profitability improvement.

What options does BiomX (PHGE) have to acquire the remaining 40% of Tsoock?

BiomX would have a contemplated option to buy the remaining 40% of Tsoock for $9.2 million. According to BiomX, this option would be exercisable over 36 months following closing of the proposed initial 60% acquisition, if that transaction is completed.

How will the proposed Tsoock acquisition affect BiomX’s (PHGE) security and infrastructure capabilities?

The proposed Tsoock acquisition is expected to add secure-site execution, installation and integration capabilities to BiomX. According to BiomX, Tsoock’s experience in security systems, fire detection, access control and electrical infrastructure could help deploy its detection and command-and-control technologies in real-world environments.

What conditions and risks are associated with the BiomX (PHGE) letter of intent for Tsoock?

The letter of intent is non-binding and the transaction may not close. According to BiomX, completion depends on due diligence, negotiating definitive agreements, obtaining adequate financing, satisfying customary closing conditions and securing required regulatory and third-party approvals, including SEC and NYSE American requirements.