Welcome to our dedicated page for Biomx SEC filings (Ticker: PHGE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BiomX Inc. (PHGE) SEC filings document a public company whose reported focus has shifted from legacy phage therapy development toward defense, security, and critical infrastructure technology. Recent filings include quarterly reports, amended annual report material, current reports on Form 8-K, shareholder voting disclosures, material agreements, capital-structure items, governance matters, and risk-factor disclosures.
PHGE’s 10-Q filings are important because BiomX reports as a single operating segment and presents its financial information on a consolidated basis. The quarterly filing also states that the company has incurred significant losses and negative cash flows from operations and that these factors raise substantial doubt about its ability to continue as a going concern.
BiomX 8-K filings are especially relevant because recent material-event reports describe the Zorronet acquisition, shareholder approvals, and a framework supply agreement involving Israel Railways. These filings provide details on Zorronet’s AI-powered computer vision, autonomous surveillance, threat detection, object recognition, perimeter intrusion identification, and command-and-control integrations.
Annual reports on 10-K and amended annual reports on 10-K/A provide governance, compensation, equity plan, and business-history context. Proxy materials show shareholder voting matters. Form 4 insider transaction filings, when filed, identify changes in beneficial ownership by company insiders. For PHGE, the most relevant filing themes are Zorronet and DFSL operating disclosures, legacy phage therapy background, going-concern language, governance changes, and material agreements tied to defense and infrastructure markets.
BiomX Inc. filed an amended annual report to add Part III information on directors, executive compensation, ownership, related-party transactions and auditor fees, and to update the cover page and officer certifications. No new financial statements are included.
The filing describes a reconstituted board and new leadership team, including CEO Michael Oster and CFO David Rokach, with three independent directors and standard audit, compensation, and nominating committees. It details 2024–2025 pay and outstanding equity awards for former executives who resigned in early 2026 and outlines non-employee director retainers and option grants.
The company discloses several related-party deals: a $3.0 million December 2025 private placement of Series Y Convertible Preferred Stock and warrants with Pyu Pyu Capital, a stock-and-note acquisition of Zorro Net Ltd. from Water IO Ltd., and a largely equity-based acquisition of DR. Frucht Systems Ltd. from Mandragola Ltd. It also notes stockholder approval of a 2026 Equity Incentive Plan for up to 1,390,000 shares, plus an annual evergreen increase.
BiomX Inc., through its wholly owned subsidiary Zorronet, entered into a framework supply agreement with Israel Railways to deploy AI-powered animal detection and deterrence alert stations across rail facilities in Israel. The initial 12-month agreement, extendable by Israel Railways for another 12 months, initially focuses on maintaining and upgrading 15 existing alert stations, with additional units ordered at Israel Railways’ discretion under a per‑station price schedule.
The Agreement builds on a large-scale pilot in which Israel Railways invested approximately NIS 800,000 (about $266,000) and achieved a 98% success rate in keeping large animals off tracks where the system was deployed. Israel Railways also holds an option to invest up to $1,000,000 for a 20% equity stake in Zorronet, which has not been exercised as of this report.
Deerfield-affiliated funds filed Amendment No. 5 to their Schedule 13D on BiomX Inc., updating reported ownership percentages after an increase in BiomX’s outstanding common shares. Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. each report beneficial ownership of 494,267 shares, or 5.64% of the common stock.
Deerfield Management Company, L.P. and James E. Flynn each report beneficial ownership of 989,056 shares, representing 9.99% of the outstanding common stock. These positions include common shares, shares issuable upon conversion of Series X Preferred Stock, and shares underlying currently exercisable warrants, all subject to a 9.99% Beneficial Ownership Limitation.
The filing notes no transactions in BiomX common stock by the reporting persons during the past 60 days and explains that the percentage change arises solely from changes in the number of BiomX shares outstanding.
BiomX Inc. received a significant new shareholder group disclosure, with Water IO Ltd., Star 26 Capital Inc., T3 Defense Inc. and Menachem Shalom reporting sizeable stakes in its common stock.
Water IO acquired 1,300,000 shares of BiomX common stock as part of a Stock Purchase Agreement under which BiomX bought 100% of Zorronet in exchange for those shares plus a non-convertible promissory note of $1,250,000. No cash was used by the reporting entities for this equity consideration.
Menachem Shalom, CEO and director of T3 Defense, holds 1,600,000 shares, or 20.4% of BiomX on a fully diluted basis, including 300,000 shares he owns directly. He personally purchased 100,000 shares at $5.00 per share and 200,000 shares at $6.00 per share from an affiliate of BiomX, using personal savings. Each of Water IO, Star 26 and T3 Defense reports beneficial ownership of 1,300,000 shares, or 16.57% of BiomX on a fully diluted basis, with shared voting and dispositive power over those shares.
BiomX Inc. entered into and closed a Stock Purchase & Assignment Agreement with Mandragola Ltd., exercising its option to acquire 100% of Mandragola’s holdings in DFSL, equal to 60% of DFSL’s voting equity on a fully diluted basis. As consideration, BiomX issued or agreed to issue 923,000 shares of common stock, a $3,000,000 unsecured convertible promissory note, and pre-funded and five-year warrants, with all share issuances and issuances upon conversion or exercise subject to stockholder approval under NYSE American rules. The securities were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b). BiomX also agreed to a revenue bonus equal to 5% of DFSL’s annual revenues in any fiscal year from 2027 in which DFSL records at least $25,000,000 in revenue, payable in restricted stock or cash. Mandragola agreed to provide a credit line on mutually agreed terms to support DFSL’s development and debt payments. DFSL becomes a majority-owned subsidiary, bringing proprietary LADAR-based detection systems for defense and critical infrastructure into BiomX’s portfolio.
BiomX Inc. held a special meeting of stockholders on April 10, 2026, where all proposals described in its March 25, 2026 proxy statement were approved. As of the March 23, 2026 record date, there were 6,543,516 shares of common stock outstanding and entitled to the same number of votes.
Holders representing 3,409,604 votes were present in person or by proxy. On the proposals presented, 3,395,917 votes were cast for, 5,009 against, and 8,678 abstained, with no broker non-votes and no need to adjourn the meeting.
Water IO Ltd. and affiliated entities filed a Schedule 13D reporting a new stake in BiomX Inc. common stock. Water IO received 1,300,000 shares of BiomX common stock, plus a non-convertible promissory note for $1,250,000, as consideration for selling 100% of Zorronet’s share capital to BiomX under an April 10, 2026 Stock Purchase Agreement.
The 1,300,000 shares represent about 19.87% of BiomX’s outstanding common stock as of April 10, 2026. By virtue of control relationships, Star 26 Capital Inc., T3 Defense Inc., and Menachem Shalom may be deemed to share voting and dispositive power over these shares, although they disclaim beneficial ownership beyond their economic interest. Menachem Shalom also personally owns an additional 300,000 BiomX shares acquired before this transaction. BiomX agreed in the SPA to file a Form S-3 within 45 days after closing to register the resale of the share consideration.
BiomX Inc. completed a strategic acquisition of ZorroNet, an Israeli AI defense technology company that develops and deploys autonomous surveillance and threat-detection systems for military, government and critical infrastructure customers.
The deal was executed via a Stock Purchase Agreement with Water IO Ltd., under which BiomX acquired 100% of ZorroNet’s share capital. As consideration, BiomX issued 1,300,000 shares of common stock and a $1,250,000 non-convertible promissory note bearing interest at the short-term applicable federal rate and payable on July 7, 2026. BiomX also agreed to a performance-based earnout to ZorroNet’s founders, payable by March 31, 2027, equal to the greater of 125% of ZorroNet’s 2026 consolidated revenue or 8x its 2026 consolidated EBITDA, and committed to retain key personnel for three years.
BiomX states the acquisition is immediately accretive and adds production-deployed, revenue-generating AI-powered defense capabilities, positioning the company as an AI-first defense technology platform exposed to the growing markets for autonomous ISR, AI-enabled threat detection, smart border security and counter-drone technology.
BiomX Inc. entered into an Option and Undertaking Agreement giving it an exclusive, irrevocable option to acquire 100% of Mandragola Ltd.’s shareholdings in DR. Frucht Systems Ltd. (DFSL), an Israeli LADAR-based security and anti-drone technology company.
The option closing depends on Mandragola first buying 60% of DFSL’s share capital and receiving Israel Innovation Authority approval for DFSL’s ownership change. If Mandragola closes that purchase and BiomX exercises the option, DFSL will become a majority-owned operating subsidiary of BiomX.
Mandragola can earn a bonus equal to 5% of DFSL’s annual revenues in any year from fiscal 2027 onward in which DFSL records at least $25 million in revenues, payable in BiomX restricted stock or cash. Subject to closing the option, Mandragola also agreed to provide BiomX a credit line for DFSL’s growth and debt payments.
BiomX Inc. reported that it is out of compliance with NYSE American stockholders’ equity listing standards and has received a formal deficiency notice. The company’s equity is below the required $2.0M, $4.0M, and $6.0M thresholds tied to multi‑year net losses.
BiomX must submit a plan by April 24, 2026 showing how it will regain compliance by September 25, 2027, or it faces potential delisting, subject to appeal. Its auditors have also included a “going concern” explanatory paragraph in the latest annual report, highlighting uncertainty about its ability to continue operating without additional support. Shares continue to trade on NYSE American under the symbol PHGE for now.