BiomX secures option to buy defense-tech DFSL; $5M convertible note plus equity stakes up to 19.99%

BiomX Inc.

Option to purchase 100% of Mandragola's DFSL shares; exercise after Mandragola acquires 60% of DFSL.
Consideration: $100K cash, $5M convertible note, preferred stock for 9.9% of common, pre-funded and 5-year warrants at $12 exercise for up to 19.99%.
Closing subject to Israel Innovation Authority approval of DFSL ownership transfer and standard conditions.
If DFSL annual revenue reaches $25M+ from FY2027, Mandragola receives 5% revenue bonus in cash or restricted stock.
BiomX will seek shareholder approval for issuance of >19.99% of common on conversion/exercise; proxy statement to be filed.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BiomX Inc. entered into Option and Undertaking Agreement with Mandragola Ltd (effective 2026-03-31).

Action: entry
Counterparty: Mandragola Ltd
Effective: 2026-03-31

Exact text from the filing

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”)

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Source: SEC EDGAR

accession 0001213900-26-038095

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