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  4. [8-K] BiomX Inc. Reports Material Event

BiomX (NYSE: PHGE) extends $1.25M note, plans 800K-share issuance

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BiomX Inc. amended a $1,250,000 promissory note issued to Water IO Ltd. in connection with its April 10, 2026 acquisition of ZorroNet Ltd. The note’s maturity was extended from July 10, 2026 to November 1, 2026.

Under the amendment, BiomX will pay $250,000 of principal within two business days after execution, then four monthly installments of $250,000 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.

In full satisfaction of accrued interest and as consideration for the payment delay and waiver, BiomX agreed to issue 800,000 restricted common shares to Water IO, subject to NYSE American additional listing clearance and written corporate approvals, with an August 31, 2026 longstop after which this amount is payable in cash instead of shares.

Water IO irrevocably waived, retroactive to the original maturity date, any default, event of default or acceleration rights arising from non-payment at maturity and confirmed the note has not been accelerated. An independent BiomX director also serves as an independent director of Water IO; the amendment was approved by the BiomX board and Audit Committee under its related person transaction policy, with the interested director abstaining.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing classifies the 800,000 shares promised to Water IO as unregistered, restricted securities under Section 4(a)(2) and/or Regulation S. It says the shares will be issued, so the disclosure establishes a conditional planned issuance rather than a completed issuance.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Promissory note principal $1,250,000 Original principal amount of the note issued to Water IO Ltd.
Original maturity date July 10, 2026 Initial maturity date of the promissory note before amendment
Extended maturity date November 1, 2026 Revised maturity date under Amendment No. 1 and Waiver
Initial post-amendment principal payment $250,000 Due within two business days after execution of the amendment
Monthly installment amount $250,000 Four equal installments due August 1, September 1, October 1 and November 1, 2026
Restricted shares to be issued 800,000 shares Common stock to Water IO in satisfaction of accrued interest and for the extension
Equity issuance longstop date August 31, 2026 After this date, the share amount becomes payable in cash and no shares are issued
Applicable Federal Rate financial
"outstanding balance continuing to bear interest at the short-term Applicable Federal Rate payable"
restricted securities regulatory
"will be issued without registration under the Securities Act ... and will constitute restricted securities"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Section 4(a)(2) regulatory
"in reliance upon the exemption from registration provided by Section 4(a)(2) thereof and/or Regulation S"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Regulation S regulatory
"exemption from registration provided by Section 4(a)(2) thereof and/or Regulation S thereunder"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

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FAQ

What did BiomX Inc. (PHGE) change in its promissory note to Water IO?
BiomX extended the $1,250,000 promissory note to Water IO, moving maturity from July 10, 2026 to November 1, 2026. It also set a new installment schedule and adjusted interest and default terms through an amendment and waiver agreement.

How will BiomX Inc. (PHGE) repay the $1,250,000 note to Water IO?
BiomX agreed to pay $250,000 within two business days of the amendment, then four $250,000 installments on August 1, September 1, October 1 and November 1, 2026. Remaining principal continues to bear interest at the short-term Applicable Federal Rate, payable with the final installment.

How many shares will BiomX Inc. (PHGE) issue to Water IO and on what conditions?
BiomX agreed to issue 800,000 restricted common shares to Water IO in full satisfaction of accrued interest and as consideration for the extension. Issuance is subject to NYSE American listing clearance, corporate approvals and an August 31, 2026 longstop, after which cash is paid instead.

How did BiomX Inc. (PHGE) address potential defaults on the Water IO note?
Water IO irrevocably waived any default, event of default or acceleration rights stemming from non-payment at the original July 10, 2026 maturity, retroactive to that date, and confirmed the note has not been accelerated as part of the amendment and waiver.

Under what securities law exemptions will BiomX Inc. (PHGE) issue the 800,000 shares?
The 800,000 common shares to Water IO will be issued as restricted securities without registration, relying on Section 4(a)(2) of the Securities Act and/or Regulation S exemptions. These shares are therefore subject to transfer limitations under applicable securities laws.
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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).

 

1

 

 

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

 

 

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents