Biomx Inc SEC Filings

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.

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.