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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 13, 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, DE 19904
(Address of principal executive offices)
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 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 |
|
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 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.
Background
As previously disclosed in the Current Report
on Form 8-K filed by BiomX Inc., a Delaware corporation (“BiomX” or the “Company”) with the Securities and Exchange
Commission (the “SEC”) on April 1, 2026 (the “Prior 8-K”), the Company entered into an Option and Undertaking
Agreement dated March 31, 2026 (the “Option Agreement”) with Mandragola Ltd, a company formed under the laws of the State
of Israel (“Mandragola”), pursuant to which the Company was granted an exclusive and irrevocable option (the “Option”)
to purchase 100% of Mandragola’s shareholdings in DR. Frucht Systems Ltd., an Israeli company (“DFSL”). The terms and
conditions of the Option Agreement and the related transaction documents were described in the Prior 8-K, which description is incorporated
herein by reference.
Stock Purchase & Assignment Agreement
On April 13, 2026, the Company entered into
and simultaneously closed on a Stock Purchase & Assignment Agreement (the “SPA”) with Mandragola, pursuant to which
the Company exercised the Option and purchased from Mandragola 100% of Mandragola’s shareholdings in DFSL, representing 60% of
the issued and outstanding voting equity capital of DFSL on a fully diluted basis (the “Purchased Shares”). The closing
of the SPA occurred simultaneously with its execution and delivery.
In consideration for the Purchased Shares, the
Company agreed to the following consideration to Mandragola:
| (i) | a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000),
of which Four Hundred Fifty Thousand ($450,000) was advanced by the Company; |
| (ii) | the issuance of an unsecured convertible promissory note in the principal
amount of Three Million Dollars ($3,000,000) (the “Note”), convertible solely at the option of the Company into shares of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a per share conversion rate of $12.00,
in the form attached hereto as Exhibit 4.1; |
| (iii) | the issuance of 923,000 shares of the Common Stock; |
| (iv) | the issuance of pre-funded warrants exercisable for 923,000 shares
of Common Stock at a per share exercise price of $12.00, in the form attached hereto as Exhibit 4.2 (the “Pre-Funded Warrants”);
and |
| (v) | the issuance of a five-year warrant exercisable for 3,692,000 shares
of Common Stock at a per share exercise price of $12.00, in the form attached hereto as Exhibit 4.3 (the “Five Year Warrant”). |
The shares of Common Stock and the Common Stock
issuable upon conversion of the Note and exercise of the Pre-Funded Warrants and Five Year Warrant is subject to obtaining approval of
the Company’s stockholders (“Stockholder Approval”) as required by the applicable rules and regulations of the NYSE
American LLC. The Company intends to use commercially reasonable efforts to obtain Stockholder Approval within one hundred twenty (120)
days following the closing of the SPA.
Revenue Bonus
As additional consideration, the Company agreed
that in the event that DFSL records annual revenues of Twenty-Five Million Dollars ($25,000,000) or more in any fiscal year on or after
fiscal year 2027, Mandragola shall be entitled to a bonus payment equal to five percent (5%) of such recorded annual revenues for such
fiscal year. The bonus is payable, at the sole discretion of the Company, in restricted shares of Common Stock (valued at the volume-weighted
average price for the ten (10) trading days immediately preceding the date of payment) or cash, within sixty (60) days following the completion
of DFSL’s audited financial statements for the applicable fiscal year.
Credit Line Undertaking
Mandragola also agreed to provide to the Company
a credit line in an amount and on terms to be mutually agreed upon, to be utilized for the development and expansion of the business of
DFSL and the payment of DFSL’s third-party debts.
About DFSL
DFSL is a developer of proprietary LADAR (Laser
Radar)–based detection systems for security, defense, and critical infrastructure applications. Its technology combines laser-based
sensing with proprietary AI algorithms to detect and respond to both UAV and ground-based intruders. Founded in 1995 by Dr. Yaacov Frucht,
a former senior research leader at Rafael Advanced Defense Systems, DFSL builds on defense-originated laser radar technology adapted for
civilian and homeland security use. DFSL’s technology is deployed across four primary application areas: counter-UAS (drone detection
and response), perimeter and border security (“virtual fencing”), wide-area 360-degree surveillance, and rail and metro safety
systems. The platform has been deployed in both pilot and operational environments where reliable, low false-alarm detection is critical,
including transportation infrastructure and defense-related settings.
As a result of the closing of the SPA, DFSL has
become a majority-owned operating subsidiary of the Company.
The above descriptions of the SPA, the Note, the Pre-Funded Warrants and the Five Year Warrant do not purport to be complete and are qualified in
their entirety by reference to these instruments, copies of which are attached hereto as Exhibits 10.1, 4.1, 4.2 and 4.3,
respectively, and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Items 1.01 and
2.01 of this Current Report on Form 8-K is incorporated herein by reference.
The 923,000 shares of Common Stock, the Note,
the Pre-Funded Warrants, and the Five Year Warrant issued or issuable to Mandragola, as well as the shares of Common Stock issuable upon
conversion of the Note and exercise of the Pre-Funded Warrants and the Five Year Warrant, were offered and sold, or will be offered and
sold, in a transaction not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act
or applicable state securities laws. Accordingly, such securities may not be reoffered or resold in the United States except pursuant
to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable
state securities laws.
Item 7.01 Regulation FD Disclosure
On April 13, 2026, the Company issued a press
release announcing the execution and delivery of the stock purchase agreement to purchase Nimbus. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained
in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Forward Looking Statements
This Current Report on Form 8-K contains express
or implied “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995, including statements with respect to: the expected integration of DFSL as a majority-owned operating
subsidiary of the Company, the filing and effectiveness of any registration statement, the intention to seek stockholder approval for
the issuance of shares of Common Stock upon conversion and exercise of the securities issued to Mandragola, the future business prospects
of DFSL, and the expected provision of a credit line by Mandragola. Forward-looking statements can be identified by words such as: “continue,”
“intend,” “target,” “believe,” “expect,” “will,” “may,” “might,”
“anticipate,” “estimate,” “would,” “positioned,” “future,” “could,”
“should,” “plan,” “potential,” “predict,” “project,” and other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based only on the Company’s management’s current
beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict and many of which are outside of BiomX’s control. Actual results
and outcomes may differ materially from those indicated in the forward-looking statements, as a result of various important factors, including
risks and uncertainties related to the successful integration of DFSL, the receipt of IIA approval for the change of control of DFSL,
the failure to obtain stockholder approval, changes in applicable laws or regulations, and the possibility that BiomX may be adversely
affected by other economic, business, and/or competitive factors. Therefore, investors should not rely on any of these forward-looking
statements and should review the risks and uncertainties described under the caption “Risk Factors” in BiomX’s Annual
Report on Form 10-K filed with the SEC on February 19, 2026, and additional disclosures BiomX makes in its other filings with the SEC,
which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this Current Report
on Form 8-K, and except as provided by law BiomX expressly disclaims any obligation or undertaking to update forward-looking statements,
whether as result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing
the Company’s views as of any date subsequent to the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 4.1 |
|
Unsecured Convertible Promissory Note, dated April 6, 2026, issued by BiomX Inc. to Mandragola Ltd. in the principal amount of $3,000,000 |
| 4.2 |
|
Pre-Funded Warrant, dated April 6, 2026, issued by BiomX Inc. to Mandragola Ltd. |
| 4.3 |
|
Five Year Warrant, dated April 6, 2026, issued by BiomX Inc. to Mandragola Ltd. |
| 10.1 |
|
Stock Purchase & Assignment Agreement, dated April 13, 2026, by and between BiomX Inc. and Mandragola Ltd. |
| 99.1 |
|
Press Release Issued on April 13, 2026 |
| 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 13, 2026 |
BIOMX INC. |
| |
|
|
| |
By: |
/s/ Michael Oster |
| |
Name: |
Michael Oster |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
BiomX Accelerates Defense Technology Buildout
with DFSL Acquisition
Acquisition expands BiomX’s defense portfolio
with aligned capabilities designed to integrate across detection, analysis, and response, reinforcing its position in AI-enabled security
systems
NETANYA, Israel, April 13, 2026 –
BiomX Inc. (NYSE: PHGE) (“BiomX” or the “Company”) today announced that it has accelerated the exercise of its
previously disclosed exclusive option and entered into a definitive agreement to acquire a controlling interest in DFSL, an Israeli defense
engineering company that develops a proprietary LADAR (Laser Radar)–based detection systems in the perimeter security, critical
infrastructure and counter-UAS markets.
This transaction marks the next step in BiomX’s expansion into
the defense sector, adding a second, complementary capability to its portfolio. With DFSL’s deployed, high-precision LADAR technology,
the company introduces real-time tracking of aerial and ground threats, complimenting its recently acquired Zorronet AI command-and-control
platform. The technologies are designed to work in function as an integrated system, creating solutions that connect detection, analysis,
and response. This strengthens BiomX’s ability to deliver reliable, AI-enabled security systems across defense, critical infrastructure,
and first-response applications.
The transaction builds on the Company’s
recent acquisition of Zorronet, BiomX’s AI-driven command-and-control platform that integrates data from cameras, drones, sensors,
and other systems into a unified operational intelligence environment. Together with DFSL, these capabilities establish a more complete
approach to real-time detection, validation, and response. This supports a functional chain from detection to learning, inference, and
action.
False positives remain a persistent challenge in modern security systems,
contributing to alarm fatigue and reduced operator effectiveness. DFSL’s LADAR platform - Dr. Yaacov Frucht, a former senior research
leader at Rafael Advanced Defense Systems - addresses this challenge by combining laser-based sensing with a proprietary AI algorithm
that processes data within the sensor itself. This enables real-time identification and tracking of targets while accurately distinguishing
true threats from background activity, significantly reducing false alarms. With demonstrated accuracy of approximately 99% in real world
applications, DFSL’s systems serve as a last line of detection in mission-critical security and defense operations.
Founded in 1995 by, DFSL builds on defense-originated laser radar technology
adapted for civilian and homeland security use. Supported by government development programs including the Israel Innovation Authority
and European security initiatives, the company’s systems have been proven in deployments across Israel and Africa, as well as in
major transportation systems including the Los Angeles Metro.
DFSL’s technology is protected by a portfolio of patents covering
both hardware design and signal processing methodologies.
“This transaction reflects how we are building the Company today,
with leadership and engineering capabilities grounded in real defense experience,” said Michael Oster, CEO of BiomX. “DFSL
brings proven technology, real-world deployments, and deep domain expertise, creating a strong foundation for building a diversified portfolio
of defense, rescue and security capabilities. In line with growing global demand, we accelerated the exercise of the option in response
to evolving defense and security requirements, where the need for real-time detection and validation continues to increase. We see significant
potential to expand DFSL’s offerings and integrate its technology into the company’s portfolio.”
“We look forward to working closely with DFSL under the BiomX
umbrella as part of a combined effort to advance next-generation detection and command-and-control capabilities,” said Idan Wasserman,
CEO of Zorronet. “Zorronet’s AI-driven platform delivers real-time detection, verification, and decision support. Combined
with DFSL’s LADAR detection systems, we will be able to create a more comprehensive and precise operational response. Together,
we believe we will enable security and defense operators to act with greater speed, accuracy, and confidence across everything from single
facilities to critical infrastructure and national borders.”
The transaction is subject to regulatory approval in Israel and shareholder
approval as required by the NYSE American. Consideration includes a cash payment, an unsecured convertible note, and warrants exercisable
at $12 per share, as well as a bonus payment tied to defined revenue thresholds. The structure is designed to align shareholder value
with future growth and performance milestones.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements
regarding the anticipated completion of the transaction, the expected benefits of the acquisition of DFSL, the Company’s expansion
into defense, security, and first-response markets, and the integration of DFSL’s technologies with BiomX’s existing capabilities,
including its Zorronet platform. Forward-looking statements are based on current expectations, estimates, and assumptions, and are subject
to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties
include, among others, the satisfaction of closing conditions, including regulatory and shareholder approvals, the ability to successfully
integrate DFSL’s operations and technologies, the Company’s ability to execute its strategy in defense and security markets,
and general market, economic, and industry conditions. BiomX undertakes no obligation to update any forward-looking statements, except
as required by law.
Contact
Yair Ohayon
Investor Relations
Yairo@biomx.com
