Water IO, T3 Defense (NYSE: PHGE) report 19.9% BiomX ownership

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

New strategic holder discloses a near-20% stake in BiomX via stock-for-business acquisition.

Water IO became a major shareholder in BiomX by contributing 100% of Zorronet in exchange for 1,300,000 common shares and a $1,250,000 non-convertible note under an April 10, 2026 Stock Purchase Agreement. This gives Water IO an approximately 19.87% stake based on 6,543,516 BiomX shares outstanding.

Control flows through Star 26 Capital and T3 Defense, with Menachem Shalom at the top of the chain, so these entities may be deemed to share voting and dispositive power over the BiomX shares while formally disclaiming full beneficial ownership. Shalom also owns 300,000 shares directly, increasing his total economic exposure.

The SPA obligates BiomX to file a registration statement on Form S-3 within 45 days after closing to cover resale of the share consideration, which could enable future liquidity for Water IO and related parties once effective. Future company filings around that S-3 and any subsequent trading activity will further clarify how actively this new holder manages its position.

Key Figures

Shares received: 1,300,000 shares Ownership percentage: 19.87% Shares outstanding: 6,543,516 shares +4 more

7 metrics

Shares received 1,300,000 shares BiomX common stock issued to Water IO as Zorronet purchase consideration

Ownership percentage 19.87% Portion of BiomX common stock beneficially owned as of April 10, 2026

Shares outstanding 6,543,516 shares BiomX common stock outstanding referenced to calculate Water IO’s percentage

Promissory note $1,250,000 Principal amount of non-convertible promissory note issued to Water IO in SPA

Water IO stake held by Star 26 67% Approximate ownership of Water IO’s equity by Star 26 Capital Inc.

Personal holdings 300,000 shares BiomX common shares personally owned by Menachem Shalom before acquisition

S-3 filing deadline 45 days Time after closing for BiomX to file Form S-3 for resale registration

Key Terms

Schedule 13D, beneficially own, Stock Purchase Agreement, non-convertible promissory note, +2 more

6 terms

Schedule 13D regulatory

"This is being filed jointly by the following persons (collectively, the "Reporting Persons")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"Star 26 may be deemed to beneficially own the shares of Common Stock held directly by Water IO"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Stock Purchase Agreement regulatory

"pursuant to a Stock Purchase Agreement dated April 10, 2026 (the "SPA")"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

non-convertible promissory note financial

"a non-convertible promissory note in the principal amount of $1,250,000 as the aggregate purchase price"

registration statement on Form S-3 regulatory

"the Issuer has agreed to file a registration statement on Form S-3 within forty-five (45) calendar days"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

dispositive power financial

"may be deemed to share voting and dispositive power with respect to the 1,300,000 shares of Common Stock"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BiomX Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Menachem Shalom
T3 Defense Inc., 575 Fifth Avenue, 14th Floor
New York, NY, 10017
212-791-4663

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Water IO Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.87 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Star 26 Capital Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.87 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

T3 Defense Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.87 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Menachem Shalom

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.87 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: BiomX Inc.
(c)	Address of Issuer's Principal Executive Offices: 850 New Burton Road, Suite 201, Dover, DELAWARE , 19904.
Item 1 Comment: This Schedule 13D is being filed jointly by the following persons (collectively, the "Reporting Persons"):
Item 2.	Identity and Background
(a)	(a) Water IO Ltd. ("Water IO") is a company organized under the laws of the State of Israel, whose shares are traded on the Tel Aviv Stock Exchange. Water IO's principal business is the development and commercialization of smart water bottle technology and, through its former subsidiary Zorronet, AI-powered security solutions. The principal business address of Water IO is 3 Parkis Street, Science Park, Rehovot, Israel. Water IO is the direct holder of the shares of Common Stock reported herein.
(b)	(b) Star 26 Capital Inc. ("Star 26") is a corporation organized under the laws of the State of Nevada. Star 26 holds approximately 67% of the issued and outstanding equity of Water IO. The principal business address of Star 26 is c/o T3 Defense Inc., 575 Fifth Avenue, 14th floor, New York, New York 10017. Star 26 may be deemed to beneficially own the shares of Common Stock held directly by Water IO by virtue of its controlling interest in Water IO.
(c)	T3 Defense Inc. ("T3 Defense") is a corporation organized under the laws of the State of Delaware, whose shares of common stock are traded on The Nasdaq Global Market under the symbol "DFNS." T3 Defense is a federated holding company focused on acquiring and operating mission-critical defense businesses. T3 Defense is the sole owner of Star 26. The principal business address of T3 Defense is 575 Fifth Avenue, 14th Floor, New York, New York 10017. T3 Defense may be deemed to beneficially own the shares of Common Stock held directly by Water IO by virtue of its indirect controlling interest in Water IO through Star 26.
(d)	Menachem Shalom is an Israeli citizen. Mr. Shalom serves as the Chief Executive Officer of Water IO and a director of Star 26, T3 Defense and is the controlling shareholder of T3 Defense. Mr. Shalom's business address is c/o T3 Defense Inc., 575 Fifth Avenue, 14th Floor, New York, New York 10017. Mr. Shalom may be deemed to beneficially own the shares of Common Stock held directly by Water IO by virtue of his control of T3 Defense and its indirect controlling interest in Water IO through Star 26. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	No
(f)	Israeli
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of Common Stock reported herein were acquired by Water IO as consideration for the sale to the Issuer of 100% of the issued and outstanding share capital of Zorronet pursuant to a Stock Purchase Agreement dated April 10, 2026 (the "SPA"). Water IO received 1,300,000 shares of Common Stock and a non-convertible promissory note in the principal amount of $1,250,000 as the aggregate purchase price for the Zorronet shares. No cash was used by any Reporting Person to acquire the shares of Common Stock. The source of the consideration was the sale of Zorronet's equity interests.
Item 4.	Purpose of Transaction
	The shares of Common Stock were acquired by Water IO as consideration in connection with the sale of Zorronet to the Issuer, as described in Item 3 above. The Reporting Persons acquired the shares for investment purposes. The Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open market, in privately negotiated transactions, or otherwise, or may dispose of all or a portion of the shares of Common Stock held by them, subject to applicable securities law restrictions, including any lock-up or registration requirements. The Reporting Persons may also engage in discussions with the Issuer's management, board of directors, or other stockholders regarding the Issuer's business, management, operations, strategy, or governance. Any such actions will depend upon a variety of factors, including the price and availability of the Common Stock, general market conditions, and other factors deemed relevant by the Reporting Persons. Except as described herein, the Reporting Persons do not currently have any plans or proposals that would relate to or result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of April 10, 2026, Water IO directly holds 1,300,000 shares of Common Stock, representing approximately 19.87% of the Issuer's issued and outstanding Common Stock (based on 6,543,516 shares of Common Stock outstanding as reported in the Issuer's most recent filing with the SEC), plus the 1,300,000 shares issued to Water IO pursuant to the SPA). By virtue of the relationships described in Item 2 above, each of Star 26, T3 Defense, and Menachem Shalom may be deemed to share voting and dispositive power with respect to the 1,300,000 shares of Common Stock directly held by Water IO. Each of Star 26, T3 Defense, and Mr. Shalom disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.
(b)	(b) WaterIO is controlled by Star 26 which, by itself, is 100% owned by T3 - 1,300,000 shares Menachem Shalom owns personally 300,000 shares purchased before the acquisition described above.
(c)	Except as described herein, none of the Reporting Persons has effected any transactions in shares of Common Stock during the past sixty (60) days.
(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The SPA, dated April 10, 2026, between the Issuer and Water IO, governs the issuance of the shares of Common Stock reported herein. Pursuant to the SPA, the Issuer has agreed to file a registration statement on Form S-3 within forty-five (45) calendar days following the closing date covering the resale of the Share Consideration. Additionally, the Issuer issued to Water IO a non-convertible promissory note in the principal amount of $1,250,000 in connection with the SPA. Except as described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to the securities of the Issuer, including any contracts, arrangements, understandings, or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Description A Stock Purchase Agreement, dated April 10, 2026, by and between BiomX Inc. and Water IO Ltd. B Non-Convertible Promissory Note, dated April 10, 2026, issued by BiomX Inc. to Water IO Ltd. C Joint Filing Agreement among the Reporting Persons

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Water IO Ltd.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	04/10/2026

Star 26 Capital Inc.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	04/10/2026

T3 Defense Inc.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	04/10/2026

Menachem Shalom

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom
Date:	04/10/2026

FAQ

What stake in BiomX Inc. (PHGE) did Water IO report on Schedule 13D?

Water IO reported holding 1,300,000 shares of BiomX common stock, representing approximately 19.87% of the company’s outstanding common shares as of April 10, 2026, based on 6,543,516 shares outstanding cited in the filing.

How did Water IO acquire its BiomX Inc. (PHGE) shares?

Water IO acquired 1,300,000 BiomX shares as consideration for selling 100% of Zorronet’s share capital to BiomX under an April 10, 2026 Stock Purchase Agreement, plus a non-convertible promissory note with a principal amount of $1,250,000.

Which entities are included as reporting persons in the BiomX (PHGE) Schedule 13D?

The Schedule 13D lists Water IO Ltd., Star 26 Capital Inc., T3 Defense Inc., and Menachem Shalom as reporting persons. Control runs from T3 Defense to Star 26 to Water IO, with Shalom controlling T3 Defense and holding roles across the entities.

What registration commitment did BiomX (PHGE) make in the Zorronet transaction?

Under the April 10, 2026 Stock Purchase Agreement, BiomX agreed to file a registration statement on Form S-3 within 45 calendar days after closing, covering the resale of the share consideration issued to Water IO for the Zorronet acquisition.

Does Menachem Shalom own any BiomX Inc. (PHGE) shares personally?

Yes. The filing states that Menachem Shalom personally owns 300,000 BiomX common shares purchased before the Zorronet acquisition, in addition to his indirect economic interest in the 1,300,000 shares held directly by Water IO Ltd.

Can the reporting persons change their BiomX (PHGE) holdings after this Schedule 13D?

The reporting persons state they acquired the shares for investment purposes and may buy more BiomX shares or sell some or all of their holdings in market or private transactions, subject to securities law restrictions and any lock-up or registration requirements.