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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):
July 27, 2026
BIOMX INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38762 |
|
82-3364020 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS
Employer
Identification Number) |
850 New Burton Road, Suite 201
Dover, Delaware 19904
(Address of principal executive offices, including
zip code)
(972) 52-437-4900
(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 of 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 |
|
PHGE |
|
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
As previously disclosed, on April 10, 2026, BiomX Inc. (the “Company”) completed the acquisition of ZorroNet Ltd. (“Zoronet”),
and, as part of the consideration therefor, issued to Water IO Ltd. (“Water IO”), the former owner of Zorronet, a promissory
note in the original principal amount of $1,250,000, with an original maturity date of July 10, 2026 (the “Note”).
On July 27, 2026, the Company and Water IO entered into Amendment No. 1 and Waiver, dated as of July 24, 2026, to the Note (the “Amendment”) pursuant
to which (i) the maturity date of the Note was extended from July 10, 2026 to November 1, 2026; (ii) the Company agreed to pay $250,000
of principal within two business days after execution of the Amendment, and the remaining principal in four equal monthly installments
of $250,000 each on August 1, September 1, October 1 and November 1, 2026, with the outstanding balance continuing to bear interest at
the short-term Applicable Federal Rate payable with the final installment; (iii) in full satisfaction of interest accrued through the
date of the Amendment and as consideration for the delay in payment and the waiver and extension, the Company agreed to issue to Water
IO 800,000 restricted shares of common stock, subject to clearance of an additional listing application with the NYSE American and written
confirmation by each party of its corporate approvals, with an August 31, 2026 longstop after which such amount is payable in cash and
no shares will be issued; and (iv) Water IO irrevocably waived, retroactively to the original maturity date, any default, event of default
or right of acceleration arising from the non-payment of the Note at its original maturity date, and confirmed that the Note has not been
accelerated.
An independent member of the Company’s Board of Directors also serves as an independent director of Water IO. The Amendment was
approved by the Company’s Board of Directors, including the Audit Committee, in accordance with the Company’s related person
transaction policy, with the interested director abstaining.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The shares of common stock issued pursuant to the Amendment will be issued without registration under the Securities Act of 1933, as amended,
in reliance upon the exemption from registration provided by Section 4(a)(2) thereof and/or Regulation S thereunder, and will constitute
restricted securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 1 and Waiver to Promissory Note, dated as of July 24, 2026, by and between BiomX Inc. and Water IO Ltd. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
BIOMX INC. |
| Date: July 28, 2026 |
|
| |
By: |
/s/ Michael Oster |
| |
Name: |
Michael Oster |
| |
Title: |
Chief Executive Officer |
2
