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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 10, 2026
BIOMX INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38917 |
|
82-3364020 |
| (State of incorporation) |
|
(Commission File No.) |
|
(I.R.S. Employer ID) |
850
New Burton Road, Suite 201, Dover, DE 19904
(Address
of principal executive offices) (Zip Code)
972 52
437 4900
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 |
|
PHGE |
|
New York Stock Exchange |
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 1.01 Entry into a Material Definitive
Agreement.
On April 10, 2026, BiomX Inc. (NYSE American: PHGE)
(the “Company”) entered into and simultaneously closed a definitive Stock Purchase Agreement (the “SPA”) with
Water IO Ltd. (“Water IO”), a publicly traded Israeli company listed on the Tel Aviv Stock Exchange, pursuant to which the
Company acquired 100% of the issued and outstanding share capital of Zorro Net Ltd. (“ZorroNet”), an Israeli artificial
intelligence defense technology company.
ZorroNet 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, the Company issued to Water
IO: (i) 1,300,000 shares of common stock; and (ii) a non-convertible promissory note in the amount of $1,250,000, bearing
interest at the short-term applicable federal rate, payable July 7, 2026. The note is non-convertible and will not result in any additional
dilution to existing stockholders.
The Company also assumed certain obligations to
ZorroNet’s founders, including a performance-based earnout payable by March 31, 2027 equal to the greater of 125% of ZorroNet’s
2026 consolidated revenue or 8x 2026 consolidated EBITDA, and a commitment to retain key ZorroNet personnel for three years on no less
favorable terms.
The Company has agreed to file a registration
statement with the SEC within 45 days of closing covering the resale of the shares issued to Water IO.
The foregoing description of the SPA and Note are qualified in its entirety by reference to the full text thereof, filed as Exhibit
10.1 and 4.1, respectively.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On April 10, 2026, the Company completed the
strategic acquisition of 100% of ZorroNet, a revenue-generating, operationally deployed Israeli AI defense technology company.
The information set forth in Item 1.01 is incorporated herein by reference.
The acquisition is immediately accretive
and adds production-deployed, revenue-generating AI-powered defense capabilities with an established customer base across military,
government and homeland security end markets. The Company believes the transaction positions BiomX as a differentiated AI-first
defense technology platform operating in the rapidly expanding global market for autonomous ISR, AI-enabled threat detection, smart
border security and counter-drone technology.
Item
3.02 Unregistered Sales of Equity Securities.
In connection with the acquisition, the Company
issued 1,300,000 shares of common stock to Water IO in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended. No general
solicitation was used. A registration statement covering resale of such shares will be filed within 45 days.
Item
7.01 Regulation FD Disclosure.
On April 10, 2026, the Company issued a press release
announcing the completion of its acquisition of ZorroNet, establishing BiomX as an AI-powered defense technology platform company
with deployed, revenue-generating autonomous surveillance and threat detection capabilities serving military, homeland security
and critical infrastructure customers. A copy of the press release is furnished as Exhibit 99.1.
The information under Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
To be filed by amendment within seventy-one (71)
days.
(b) Pro Forma Financial Information.
To be filed by amendment within seventy-one (71)
days.
(d) Exhibits.
| 4.1 |
|
Form of Non-Convertible Promissory Note |
| 10.1 |
|
Stock Purchase Agreement dated April 10, 2026 |
| 99.1 |
|
Press Release dated April 10, 2026 |
| 104 |
|
Cover Page Interactive Data File (Inline XBRL) |
SIGNATURES
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.
| |
BIOMX INC. |
| |
|
|
|
| Date: April 10, 2026 |
By: |
/s/ Michael Oster |
| |
|
Name: |
Michael Oster |
| |
|
Title: |
CEO |
Exhibit 99.1
BiomX Acquires Zorronet,
Autonomous AI Command-and-Control Platform for Real-Time Defense and Security Applications
Targets $81B command-and-control
and video analytics markets by 2030, driven by real-time situational awareness in defense environments
Netanya, Israel and Rehovot, Israel,
April 10, 2026 - BiomX Inc. (NYSE American: PHGE) (the “Company”) today announced that it has completed the
acquisition of 100% of Zorronet from Water.io (TASE: WATR). This acquisition marks BiomX’s entry into the defense, security
and rescue sector and establishes a foundation for building a diversified portfolio of defense, rescue, and security capabilities
aligned with growing global demand. The acquisition was completed pursuant to a definitive agreement with Water.io.
Zorronet is a developer of AI-powered command-and-control
software that uses artificial intelligence and machine learning to integrate video analytics, drones, sensors, and IoT devices into a
unified operational intelligence environment. Its software ingests and analyzes multiple data and sensor streams simultaneously to detect,
classify, and prioritize potential threats in near real time, enabling more efficient decision-making through a unified and actionable
intelligence layer.
Zorronet has contracts with the Israel Defense
Forces as well as major critical infrastructure including Israel Railways. The company also serves government customers, Tier-1 OEMs
such as Elbit Systems, and international clients. Its platform is deployed in mission-critical defense and security environments where
real-time situational awareness and rapid response are essential.
The acquisition complements the Company’s
previously announced option to acquire control of DFSL, an Israeli LADAR (Laser Detection and Ranging) solutions company with established
capabilities in counter-unmanned aerial systems (C-UAS), perimeter and border security, and advanced detection technologies. Both companies
have demonstrated their technologies in real-world operational environments, including deployments supporting critical infrastructure
and national border defense.
Modern security and defense operations rely on
a growing network of sensors and connected systems that continuously generate large volumes of data. Operators often rely on multiple
disconnected systems, increasing response times and the risk of missed threats. Zorronet addresses this challenge by bringing together
fragmented systems into a unified environment, where data from cameras, drones, sensors, and IoT devices is continuously analyzed and
translated into actionable intelligence, enabling operators to move from passive monitoring to active threat management and supporting
enhanced monitoring and response capabilities.
These trends are reflected in broader market
growth, with the global command and control systems market projected to reach approximately $44 billion by 2030, and the global video
analytics market expected to exceed $37 billion over the same period, driven by increasing demand for integrated situational awareness
and AI-enabled decision-support platforms.
“The acquisition of Zorronet strengthens
our ability to support real-time decision-making across complex security environments,” said Michael Oster, Chief Executive Officer
of BiomX. “As the volume of data generated by sensors, drones, and connected systems continues to grow, the ability to interpret
that data efficiently and respond in a timely manner becomes increasingly important. This acquisition marks an important step in our
entry into the defense sector and our focus on acquiring and building a diversified portfolio across defense, rescue, and security sectors.”
Additional details are available in the Company’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
###
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,”
“anticipates,” “potential,” “continue,” and similar expressions are intended to identify forward-looking
statements. These statements include, but are not limited to, statements regarding the expected benefits of the acquisition, the Company’s
strategic direction, and the expansion of its capabilities in defense, security, and critical infrastructure markets. Forward-looking
statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results
to differ materially from those expressed or implied. These risks and uncertainties are described more fully in the Company’s filings
with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements, except as required by law.
Contact
Michael Oster
info@biomx.com
