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.
BiomX Inc. has called an extraordinary special meeting on April 10, 2026 to seek stockholder approval of a new 2026 Equity Incentive Plan and a related adjournment proposal. As of the March 23, 2026 record date, 6,543,516 shares of common stock were outstanding and entitled to vote.
The 2026 Plan would authorize an initial reserve of 1,390,000 shares of common stock, replacing the 2019 omnibus plan for new grants, and includes an evergreen mechanism that can add 4% of outstanding shares each January 1 from 2027 through 2036. The plan allows options, RSUs, restricted stock, SARs, performance and other stock-based awards, with minimum one-year vesting (subject to a 5% carve-out), no repricing without stockholder approval, and double-trigger vesting on certain terminations after a change in control. The Board unanimously recommends voting “FOR” both the plan and the adjournment authority.
BiomX Inc. entered into an amendment to a previously issued warrant covering up to 3,300,000 shares of common stock that were issued with 3,300 shares of Series Y Convertible Preferred Stock sold in December 2025. The amendment shortens the warrant’s term so it now expires on December 31, 2026, reduces the exercise price from $2.00 to $1.00 per share, and changes the cashless exercise formula to reference the lowest VWAP over the five trading days before exercise notice. The number of underlying warrant shares remains unchanged. In a CEO letter, BiomX describes this as part of a broader financial and strategic reset aimed at simplifying its capital structure, resolving long-dated warrant overhang, cutting costs including closing a Maryland facility, and exploring a pivot toward sectors such as advanced technologies and defense-related applications.
BiomX Inc. director and 10% owner Yeganeh Reuven, through Pyu Pyu Capital LLC, converted Series Y Convertible Preferred Stock into Common Stock at a conversion price of $2.00 per share and then sold the resulting shares in private transactions.
Pyu Pyu Capital LLC received 450,000 and 530,000 Common shares upon conversion and sold all 980,000 shares at $5.00 per share in private deals. It also sold 5,000,000 Common Stock Purchase Warrants in private transactions at prices between $4.76 and $5.24 per warrant share, leaving no Common Stock or warrants reported as held after these transactions.