BiomX Inc. Files 8-K on Material Agreements

TL;DR

BiomX inked new debt and equity deals on 3/31, check the 8-K.

AI Summary

BiomX Inc. filed an 8-K on April 1, 2026, reporting the entry into a material definitive agreement. The filing includes exhibits such as an unsecured convertible promissory note, a pre-funded warrant, a five-year warrant, and an option agreement and undertaking dated March 31, 2026.

Why It Matters

This filing indicates BiomX Inc. has entered into new financial agreements, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — The filing details new financial instruments like convertible notes and warrants, which can introduce dilution and financial risk.

Key Players & Entities

• BiomX Inc. (company) — Filer
• March 31, 2026 (date) — Date of Option Agreement and Undertaking
• April 1, 2026 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share PHGE NYSE Ameri
• $100,000 — l be comprised of (i) Cash payment of $100,000; (ii) Issuance of an unsecured conver
• $5 m — missory note in the principal amount of $5 million, which note is convertible solely
• $12.00 — ock") at a per share conversion rate of $12.00; and the form of note is attached heret
• $12 — isable at a per share exercise price of $12 for 19.99% of the then issued and outst
• $25 million — at DFSL shall record annual revenues of $25 million or more on or after fiscal year 2027, M

Filing Documents

• ea0284436-8k_biomx.htm (8-K) — 51KB
• ea028443601ex4-1.htm (EX-4.1) — 50KB
• ea028443601ex4-2.htm (EX-4.2) — 93KB
• ea028443601ex4-3.htm (EX-4.3) — 120KB
• ea028443601ex10-1.htm (EX-10.1) — 20KB
• 0001213900-26-038095.txt ( ) — 565KB
• phge-20260331.xsd (EX-101.SCH) — 3KB
• phge-20260331_lab.xml (EX-101.LAB) — 33KB
• phge-20260331_pre.xml (EX-101.PRE) — 22KB
• ea0284436-8k_biomx_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2026 BIOMX INC. (Exact name of registrant as specified in its charter) Delaware 001-38762 82-3364020 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification Number) 850 New Burton Road , Suite 201 , Dover , DE 19904 (Address of principal executive offices) 972 52 437 4900 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share PHGE NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On March 31, 2026, BiomX Inc., a Delaware corporation ("BiomX" or the "Company")) and Mandragola Ltd, a company formed under the laws of the State of Israel ("Mandragola), entered into an Option and Undertaking Agreement (the "Option Agreement") pursuant to which the Company was granted an exclusive and irrevocable option (the "Option") to purchase 100% of Mandragola's shareholdings in DR. Frucht Systems Ltd., an Israeli company ("DFSL"). The closing of the Option is subject to the closing by Mandragola on its agreement with DFSL and DFSL's shareholder for the purchase, initially, by Mandragola of 60% of the issued and outstanding share capital of DFSL (the "DFSL Shareholdings"). Upon the closing by Mandragola of its acquisition of the DFSL Shareholdings, BiomX intends to contemporaneously close on the Option. The closing by Mandragola of the purchase of the DFSL Shareholdings is subject to standard closing conditions as well as the written confirmation and approval of the Israel Innovation Authority ("IIA") to the transfer of ownership and control of DFSL contemplated under such agreement. DFSL has previously received grants from the IIA for the development of its anti-drone technology. DFSL is a developer of proprietary LADAR (Laser Radar)–based detection systems for security, defense, and critical infrastructure applications. Its technology combines laser-based sensing with proprietary AI algorithms to detect and respond to both UAV and ground-based intruders . Founded in 1995 by Dr. Yaacov Frucht, a former senior research leader at Rafael Advanced Defense Systems, DFSL builds on defense-originated laser radar technology adapted for civilian and homeland security use. DFSL's technology is deployed across four primary application areas: counter-UAS (drone detection and response), perimeter and border security ("virtual fencing"), wide-area 360-degree surveillance, and rail and metro safety systems. The platform has been deployed in both pilot and operational environments where reliable, low false-alarm detection is critical, including transportation infrastructure and defense-related settings. and the exercise of the Option, DFSL will become a majority owned operating subsidiary of BiomX. The purchase price for the Option and the exercise thereof, which is payable to Mandragola upon the closing of the DFSL Shareholdings, shall be comprised of (i) Cash payment of $100,000; (ii) Issuance of an unsecured convertible promissory note in the principal amount of $5 million, which note is convertible solely at the option of BiomX, into shares of the Company's common stock par value $0.0001 per share (the "Common Stock") at a per share conversion rate of $12.00; and the form of note is attached hereto as Exhibit 4.1 ( the "Note" ) ; (iii) Shares of Series D Preferred Stock (to be created) which will be convertible into shares of BiomX Common Stock on the terms and conditions to be set forth in the Certificate

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View this 8-K filing on SEC EDGAR