What are the key terms of the performance-based earnout related to Zorronet?

The earnout owed to Zorronet’s founders and former shareholders equals the greater of 125% of Zorronet’s consolidated revenue or eight times its consolidated EBITDA for fiscal year 2026. BiomX agreed this earnout will be payable no later than March 31, 2027, subject to those performance metrics.

T3 Defense sells Zorronet unit to BiomX

T3 Defense Inc., through its majority-owned Israeli affiliate Water IO Ltd., completed the sale of its AI defense subsidiary Zorro Net Ltd. to BiomX Inc. on April 10, 2026.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

T3 Defense Inc., through its majority-owned Israeli affiliate Water IO Ltd., completed the sale of its AI defense subsidiary Zorro Net Ltd. to BiomX Inc. on April 10, 2026. Zorronet provides AI-powered computer vision and autonomous surveillance systems deployed at Israeli defense and critical infrastructure sites.

As consideration, BiomX issued 1,300,000 shares of its common stock to Water IO and a $1,250,000 non-convertible promissory note maturing three months after issuance. BiomX also assumed obligations including a performance-based earnout for fiscal 2026 and commitments to retain key Zorronet personnel for three years.

Following the share issuance, Water IO holds 1,300,000 BiomX shares, representing about 16.57% of BiomX’s common stock. T3 Defense, through its wholly owned subsidiary Star 26 Capital Inc., owns roughly 67% of Water IO and may be deemed to beneficially own the BiomX stake indirectly.

Insights

T3 Defense swaps a defense AI subsidiary for BiomX equity, note, and an earnout-linked upside.

T3 Defense is effectively monetizing its Zorronet AI defense business via a sale by majority-owned affiliate Water IO to BiomX. Consideration mixes 1,300,000 BiomX shares, a $1,250,000 short-term note, and an earnout tied to Zorronet’s consolidated revenue or consolidated EBITDA for fiscal 2026.

The earnout, defined as the greater of 125% of revenue or eight times EBITDA, exposes T3 indirectly to Zorronet’s performance under BiomX ownership. Water IO’s 16.57% BiomX stake, and T3’s approximate 67% interest in Water IO, mean future value depends on BiomX’s execution and Zorronet’s results rather than direct operating control.

Economically, the transaction converts a concentrated, illiquid defense tech asset into a mix of public equity, near-term debt, and contingent consideration. Actual impact for T3 depends on BiomX’s share price behavior, timely repayment of the note by roughly three months post-closing, and whether the 2026 earnout metrics are achieved.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

BiomX shares received: 1,300,000 shares Promissory note principal: $1,250,000 BiomX ownership stake: 16.57% of common stock +5 more

8 metrics

BiomX shares received 1,300,000 shares Common stock issued by BiomX to Water IO as consideration

Promissory note principal $1,250,000 Non-convertible note from BiomX maturing three months after issuance

BiomX ownership stake 16.57% of common stock BiomX shares held by Water IO after the transaction

Water IO ownership by T3 Defense approximately 67% equity interest Equity stake held through Star 26 Capital Inc.

Earnout revenue multiple 125% of consolidated revenue Minimum earnout based on Zorronet’s fiscal 2026 consolidated revenue

Earnout EBITDA multiple 8x consolidated EBITDA Alternative earnout metric for Zorronet’s fiscal 2026 results

Earnout payment deadline March 31, 2027 Latest date for performance-based earnout payment

Retention period for key personnel three years BiomX commitment to retain certain Zorronet personnel

Key Terms

Stock Purchase Agreement, performance-based earnout, short-term applicable federal rate, consolidated EBITDA, +2 more

6 terms

Stock Purchase Agreement financial

"pursuant to a Stock Purchase Agreement dated April 10, 2026 (the “SPA”)."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

performance-based earnout financial

"including a performance-based earnout payable no later than March 31, 2027"

A performance-based earnout is a clause in an acquisition where part of the purchase price is paid later only if the acquired business hits agreed future targets, such as revenue, profit, or specific milestones. Like a bonus that depends on results, it shifts some price risk from the buyer to the seller and can affect expected future cash flows, balance-sheet treatment, and the ultimate value investors assign to the combined company.

short-term applicable federal rate financial

"bearing interest at the short-term applicable federal rate, maturing three months"

consolidated EBITDA financial

"equal to the greater of 125% of Zorronet’s consolidated revenue or eight times Zorronet’s consolidated EBITDA for fiscal year 2026"

Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.

beneficially own financial

"accordingly may be deemed to beneficially own such BiomX shares indirectly."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What transaction did T3 Defense Inc. (DFNS) disclose involving Zorro Net Ltd.?

T3 Defense disclosed that Water IO, its majority-owned affiliate, sold 100% of Zorro Net Ltd. to BiomX Inc. The deal shifts Zorronet’s advanced AI defense and surveillance operations out of the group in exchange for BiomX shares, a short-term note, and future earnout potential.

What consideration did Water IO receive from BiomX in the Zorronet sale?

Water IO received 1,300,000 shares of BiomX common stock and a non-convertible promissory note for $1,250,000. BiomX also assumed obligations including a performance-based earnout linked to Zorronet’s 2026 revenue or EBITDA, plus commitments to retain key personnel on favorable terms for three years.

How much of BiomX does Water IO own after the transaction disclosed by DFNS?

After the transaction, Water IO holds 1,300,000 shares of BiomX common stock, representing about 16.57% of BiomX’s issued and outstanding common stock. This stake comes directly from the stock consideration BiomX issued in exchange for Zorronet’s share capital under the stock purchase agreement.

How is T3 Defense Inc. (DFNS) economically exposed to the BiomX shares received?

T3 Defense is exposed indirectly through its wholly owned subsidiary Star 26 Capital Inc., which owns about 67% of Water IO. Because Water IO holds the BiomX shares, T3 Defense may be deemed to beneficially own them indirectly, tying part of its value to BiomX’s future performance.

What obligations did BiomX assume regarding Zorronet’s employees in this deal?

BiomX committed to retain certain key Zorronet personnel for three years on terms no less favorable than their existing arrangements. This employee-retention commitment is part of the assumed obligations, supporting continuity for Zorronet’s AI defense technology development and deployed systems after the ownership change.

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

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Accepted by SEC EDGAR 04/10/2026 - 12:50 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2026

T3 DEFENSE INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

575 Fifth Avenue, 14th Floor, New York, New York 10017

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	DFNS	The Nasdaq Global Market
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share	DFNSW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 10, 2026, Water IO Ltd. (“Water IO”), an Israeli public company traded on the Tel Aviv Stock Exchange in which Star 26 Capital Inc. (“Star 26”), a wholly-owned subsidiary of T3 Defense Inc. (the “Company”), holds an approximately 67% equity interest, completed the sale of 100% of the issued and outstanding share capital of Zorro Net Ltd. (“Zorronet”), a wholly-owned subsidiary of Water IO, to BiomX Inc. (“BiomX”) (NYSE American: PHGE), pursuant to a Stock Purchase Agreement dated April 10, 2026 (the “SPA”).

Zorronet is an Israeli an Israeli artificial intelligence defense technology company which develops and deploys proprietary AI-powered computer vision and autonomous surveillance systems for defense, homeland security and critical infrastructure protection. Its smart software platform performs real-time autonomous threat detection, object recognition, perimeter intrusion identification and automated event-triggered response, with native integration into unmanned aerial systems (UAS/drones), alarm networks and command-and-control (C2) systems. ZorroNet’s technology is operationally deployed at Israel Defense Forces (IDF) bases, military security operations centers and critical national infrastructure sites, with active engagements with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top Israel’s preeminent defense prime contractors.

As consideration for the Zorronet shares, BiomX issued to Water IO: (i) 1,300,000 shares of BiomX common stock; and (ii) a non-convertible promissory note in the principal amount of $1,250,000, bearing interest at the short-term applicable federal rate, maturing three months from the date of issuance.

Additionally, BiomX assumed certain obligations of Water IO with respect to the founders and former shareholders of Zorronet, including a performance-based earnout payable no later than March 31, 2027 equal to the greater of 125% of Zorronet’s consolidated revenue or eight times Zorronet’s consolidated EBITDA for fiscal year 2026, and a commitment to retain certain key Zorronet personnel for three years on no less favorable terms.

As a result of the transaction, Water IO holds 1,300,000 shares of BiomX common stock, representing approximately 16.57% of BiomX’s issued and outstanding common stock following the issuance. The Company, through Star 26, beneficially owns approximately 67% of Water IO’s equity, and accordingly may be deemed to beneficially own such BiomX shares indirectly.

The above description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit 10.52 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.52		Stock Purchase Agreement, dated April 10, 2026, by and between BiomX Inc. and Water IO Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 10, 2026	T3 DEFENSE INC.

	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.52 STOCK PURCHASE AGREEMENT, DATED APRIL 10, 2026, BY AND BETWEEN BIOMX INC. AND WA 56.9 KB

T3 Defense sells Zorronet unit to BiomX

Rhea-AI Filing Summary

Positive

Negative