BiomX Inc. issued 1,013,637 restricted shares of common stock upon partial conversion of a convertible promissory note originally issued to Mandragola Ltd., turning about $379,000 of principal into equity. These shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act.
The company previously entered into a revolving line of credit of up to $2,000,000 with Mandragola, with each advance evidenced by a 12% convertible promissory note. As additional consideration, BiomX granted Mandragola a five-year warrant to purchase up to 2,000,000 common shares at $12.00 per share, with a cashless exercise feature and subject to stockholder approval. Following this issuance, BiomX has 11,160,153 common shares outstanding.
Deerfield-affiliated funds and James E. Flynn have updated their ownership disclosure in BiomX Inc. through Amendment No. 6 to Schedule 13D. The filing reflects recent warrant exercises and preferred stock conversions into common stock.
On May 27, 2026, each Deerfield fund exercised its Amended and Restated Warrant in full for 66,242 shares of common stock, paying an aggregate exercise price of $125.86 in cash using cash on hand. On May 28, 2026, each fund converted 47,957 shares of Series X Preferred Stock into 252,397 shares of common stock.
After these transactions, Deerfield Management Company, L.P. and Flynn each report beneficial ownership of 889,928 shares of BiomX common stock, representing 8.09% of the 10,783,794 shares of common stock outstanding, while each fund reports 444,703 shares, or 4.08%. Certain warrants remain subject to a 9.99% Beneficial Ownership Limitation, which caps additional exercises that would push their stake above that level.
BiomX Inc. has appointed Roy Rousso as Chief Business Officer, effective July 1, 2026, under a consulting arrangement rather than standard employment. He brings over two decades of leadership experience in digital infrastructure, sovereign cloud, private cellular networks, and technology companies.
Under the consulting agreement dated May 20, 2026, Rousso will receive a pro-rated monthly fee of $11,900 for a 70% engagement, an annual performance bonus opportunity of up to 50% of fees paid, and a proposed equity award of 200,000 shares vesting over three years, with accelerated vesting features upon certain terminations or a change of control.
BiomX Inc. reported Q1 2026 results reflecting a deep strategic shift and severe financial strain. The company is transitioning from biopharma to defense, security and critical‑infrastructure technologies through new subsidiaries DFSL, Zorronet and X Security, whose results are not yet in these statements.
For the quarter, BiomX posted a net loss of $19.1 million and an operating loss of $1.3 million, compared with a $7.8 million operating loss a year earlier. Large non‑cash charges tied to January 2026 Series Y preferred stock and warrant financing, including a $5.2 million day‑one loss and $14.1 million loss from fair‑value changes in derivatives, drove the result.
Cash and cash equivalents were $1.2 million as of March 31, 2026, versus $5.0 million at year‑end 2025, with total assets of $3.3 million and an accumulated deficit of $236.0 million. Management states there is “substantial doubt” about the company’s ability to continue as a going concern and expects existing funds plus anticipated subsidiary revenues will cover operations only for the next several months.
Subsequent to quarter‑end, BiomX acquired 100% of Zorronet and 60% of DFSL and secured a related credit line with Mandragola. The company also received a NYSE American notice for failing stockholders’ equity listing standards and has submitted a remediation plan, with potential delisting if compliance is not restored.
BiomX Inc. amendment to a joint Schedule 13G/A discloses that Rodney Hodges and affiliated entities each report beneficial ownership of 82,618 shares of Common Stock, representing 5.2% of the class. The filing states 1,593,703 shares outstanding as of February 16, 2026.
The filing also notes 33,934 warrants held by Telmina Limited that are exercisable within 60 days of May 14, 2026. The reporting structure is through a chain of holding companies and a Joint Filing Agreement; Mr. Hodges disclaims day-to-day voting or investment control over the reported shares.
BiomX Inc. has fundamentally reshaped its business, exiting phage therapy and pivoting into defense, security, and critical infrastructure technologies. Its former Israeli biotech subsidiary entered insolvency, all clinical programs have stopped, and Adaptive Phage Therapeutics is being wound down after a one-time $800,000 lease settlement.
The company now operates as a holding company over three Israeli-focused defense tech units: 60%-owned LADAR detection specialist DFSL, wholly owned AI security platform Zorronet, and X Security & Defense, which will receive over $3 million of 2026 internal funding. Management and the board were fully replaced and an advisory board was formed, including a former Deputy Head of the Mossad.
The filing highlights heavy dependence on government and prime defense contractors, exposure to Israeli conflict risks, NYSE American non-compliance with a deadline of September 25, 2027, extensive export-control and IIA restrictions, potential dilution from warrants and a $3,000,000 convertible note, and a sizable Zorronet earnout tied to 2026 performance.
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.