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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
15, 2026
BIOMX INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38762 |
|
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 8.01. Other Events.
Framework Supply Agreement with Israel Railways
On April 15, 2026, Zorro Net Ltd. ("Zorronet"),
a wholly owned subsidiary of BiomX Inc. ("BiomX"), entered into a framework supply agreement (the "Agreement") with
Israel Railways Ltd. ("Israel Railways"), the state-owned principal railway company responsible for all inter-city,
commuter, and freight rail transport in Israel, pursuant to which Zorronet will supply Israel Railways with AI-powered
animal detection and deterrence alert stations (the "Alert Stations"), together with related installation, maintenance, and
support services, across Israel Railways' rail facilities and compounds.
The Agreement follows the successful completion
of a large-scale pilot program conducted by Zorronet and Israel Railways over the preceding year, in which Israel Railways invested approximately
NIS 800,000 (approximately $266,000). The pilot deployed Zorronet’s AI-powered detection and deterrence technology in designated
sections of Israel Railways’ rail network and achieved a success rate of approximately 98% in keeping large animals, including wild
boar, foxes, and gazelles, off of the railway tracks in the sections in which the technology was deployed, thereby preserving ecological
corridors and reducing damage to infrastructure. Following completion of the pilot, Zorronet and Israel Railways entered into a memorandum
of understanding confirming the pilot’s success and Israel Railways’ intention to expand deployment of the technology to additional
areas. The platform was adapted to Israel Railways’ operational requirements in collaboration with its innovation division.
Under the Agreement, Zorronet will provide the
setup, supply, and installation of said alert stations c and ongoing maintenance services for the alert stations and the system management
platform, including software and hardware updates, repairs, and service calls.
The initial term of the Agreement is twelve
(12) months from execution, with Israel Railways holding the sole option to extend the Agreement for an additional twelve (12) months.
Israel Railways may terminate the Agreement for any reason upon thirty (30) days' prior written notice.
The Agreement provides for per-station pricing
based on a pricing schedule attached to the Agreement. In the initial phase, the Company expects the Agreement to cover the maintenance
and upgrade of fifteen (15) existing Alert Stations previously installed by Zorronet at Israel Railways facilities, with additional new
stations that may be ordered at Israel Railways’ sole discretion thereafter. Israel Railways is not obligated to order any minimum
quantity beyond the existing stations and will place purchase orders in accordance with its operational needs and sole discretion. Payment
is due within forty-five (45) days of invoice submission, subject to Israel Railways’ approval.
The Agreement includes comprehensive confidentiality
provisions, insurance requirements (including third-party liability, employer liability, and professional liability) and cybersecurity
and data protection obligations, among other standard provisions. Under the Agreement, Zorronet is required to continue performing its
obligations during emergency situations (including war, home front emergencies, and mass casualty events) at no additional charge; failure
to do so constitutes a material breach.
In addition, Israel Railways has an option from
November 2023 to complete an equity investment in Zorronet of up to One Million United States Dollars ($1,000,000) for 20% of Zoronet,
which, if exercised in full, would represent an approximate twenty percent (20%) interest in Zorronet on a post-investment basis (the
"Investment Option"). By its terms, the exercise of the Investment Option is subject to the success of the said pilot. As of
the date of this report, Israel Railways has not exercised the Investment Option.
Item 7.01. Regulation FD Disclosure.
On April 16, 2026, the Company issued a press
release announcing the execution of the framework supply agreement between Zorronet and Israel Railways and disclosing the Investment
Option. 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated April 16, 2026 |
| 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. |
| |
|
|
| |
By: |
/s/ Michael Oster |
| |
Name: |
Michael Oster |
| |
Title: |
Chief Executive Officer |
| Date: April 16, 2026 |
|
|
Exhibit 99.1
Zorronet Delivers 98% Success in Israel Railways
Pilot, Awarded Framework Supply Agreement for AI-Powered Detection Systems
AI-driven command and control platform applied
in real-world railway operations, supporting broader infrastructure and security use cases
Netanya, Israel, April 16, 2026 - BiomX
Inc. (NYSE American: PHGE) (“BiomX” or the “Company”) today highlighted the successful deployment of its
Zorronet subsidiary in collaboration with Israel Railways, focused on protecting wildlife and safeguarding national
infrastructure.
Over the past year, a large-scale pilot project,
with an investment by Israel Railways of approximately NIS 800,000, was completed and declared a success. The project achieved a success
rate of 98% at keeping large animals - including wild boar, foxes, and gazelles - off of railway tracks in the sections it was deployed
in. These animals would otherwise have wandered onto the tracks, thereby preserving ecological corridors and reducing damage to infrastructure.
Under the Agreement, Zorronet will provide and
install AI and business intelligence-enabled alert stations capable of detecting and deterring animals within a 120-meter range, including
ongoing maintenance, and 24/7 service center operations. The initial phase covers 15 stations, with additional new stations expected to
be ordered. The Agreement has an initial term of 12 months.
The system, which combines camera-based analytics
and AI, is designed to detect the approach of humans and animals near railway tracks, assess the level of risk, and trigger alerts and
automated responses to prevent intrusions. The platform was adapted to Israel Railways’ operational requirements in collaboration
with its innovation division. This type of capability - combining real-time detection, decision-making, and response - is also applied
in Zorronet’s security and defense-related use cases, where the ability to understand and react quickly to changing conditions is
critical.
An agreement was signed following the pilot,
confirming its success and Israel Railways’ intention to expand the use of the technology to additional areas.
In the next phase, the focus will be on activating
the units that have already been deployed and bringing them into full operation, with the goal of providing broader coverage to protect
railway tracks in open areas. Israel Railways operates approximately 1,700 kilometers of track, highlighting the potential scope for broader
deployment of the system over time. Additionally, Zorronet continues to support additional security applications, including work with
the Israel Defense Forces (IDF), and other leading Israeli defense and industrial partners. The solution and pilot were also referenced
in Israel Railways’ 2024 annual report, reflecting the project’s operational relevance and validation at the customer level.
This project marks an important step in using
advanced technology to protect both people and wildlife, while also helping safeguard critical infrastructure.
“When we set out on this pilot, we expected
a gradual, complex, and challenging process,” said Idan Wasserman, CEO of Zorronet. “But very quickly we realized that Israel
Railways, when it comes to innovation, is a locomotive that doesn’t stop. It’s an organization that demands excellence, precision,
and uncompromising performance. This system not only helps prevent harm to animals, but also prevents damage worth millions of dollars
to railway infrastructure and operations. We would like to extend our sincere thanks to the Head of Innovation, Mr. Hagai Rosenfeld, and
to Etar, Ruli, Avi, and Israel for their partnership, trust, and support throughout the entire process. The results of the pilot demonstrated
that our platform can perform reliably in real-world conditions, where accuracy and response time directly affect train operations. The
system’s ability to detect, classify, and respond to animal intrusions in real time helped prevent damage worth millions of shekels
to railway infrastructure, while also protecting wildlife. The move from pilot to a formal supply framework with Israel Railways validates
the platform’s readiness for large-scale infrastructure deployment.”
“This project demonstrates Zorronet’s
ability to deliver in live operations, building on an established base of deployments and customer engagements,” said Michael Oster,
CEO of BiomX. “The results achieved with Israel Railways, and the move toward broader implementation, reflect a platform with real-world
relevance across infrastructure, security, and defense-related use cases.This agreement with Israel Railways is a strong validation of
Zorronet’s deployed AI capabilities and its growing position as a trusted technology provider to Israel’s critical national
infrastructure. Israel Railways is among the country’s most significant public operators, and formalizing this relationship into
a structured framework agreement positions Zorronet for expanded deployment across the rail network. Combined with our recent acquisition
of DFSL’s LADAR detection technology, BiomX is assembling a differentiated portfolio of complementary rail, defense and infrastructure
protection capabilities.”
About Zorronet
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 platform performs real-time autonomous threat detection, object recognition, perimeter
intrusion identification, and automated event-triggered response. Zorronet’s customers include the Israel Defense Forces, Israel
Railways, government agencies, Tier-1 OEMs including Elbit Systems, and international clients.
About BiomX Inc.
BiomX Inc. (NYSE American: PHGE) is building
a diversified defense and security technology platform through the acquisition and integration of complementary Israeli defense and homeland
security capabilities. The Company’s portfolio includes Zorronet’s AI-powered command-and-control platform, DFSL’s proprietary
LADAR-based detection systems for counter-UAS and perimeter security, and agreement in concept for distribution rights for Solar Drone’s
aerial firefighting systems. For more information, please visit www.biomx.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding
the anticipated scope and benefits of the Agreement with Israel Railways, the potential for additional purchase orders, the expected maintenance
and expansion of alert stations, the status and potential exercise of the Investment Option, the integration of Zorronet’s and DFSL’s
technologies, and the Company’s broader strategic plans. These forward-looking statements are not guarantees of future performance
and involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially
from those expressed or implied, including: the volume and timing of purchase orders from Israel Railways; the ability to maintain service
levels under the Agreement; the risk that the Investment Option may be exercised, resulting in dilution of the Company’s ownership
in Zorronet; risks related to the integration of recently acquired subsidiaries; the Company’s limited financial resources and ability
to continue as a going concern; regulatory and export control risks; and the risks identified in the section entitled “Risk Factors”
in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the SEC. The Company undertakes no obligation
to update these statements except as required by law.
Contact
Yair Ohayon
yario@biomx.com
