T3 Defense Inc. (DFNS): M&A transaction — T3 Defense subsidiary Water IO sells Zorronet to BiomX for 1.3M shares and $1.25M note

T3 Defense Inc.

Water IO Ltd. (67%-owned by T3 Defense) sold 100% of Zorro Net Ltd. to BiomX (PHGE) on April 10, 2026.
Consideration: 1,300,000 BiomX shares (~16.57% of BiomX) and a $1.25M non-convertible promissory note (3-month maturity).
BiomX assumed earnout obligation: greater of 125% of 2026 revenue or 8x 2026 EBITDA, payable by March 31, 2027.
BiomX must retain key Zorronet personnel for 3 years on no less favorable terms.
T3 Defense, via 67% ownership of Water IO, indirectly holds the BiomX shares.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

T3 Defense Inc. completed a disposition involving BiomX Inc. for 1,300,000 shares of BiomX common stock; and a non-convertible promissory note in the principal amount of $1,250,000 (closed 2026-04-10).

Action: disposition
Counterparty: BiomX Inc.
Consideration: 1,300,000 shares of BiomX common stock; and a non-convertible promissory note in the principal amount of $1,250,000
Closing: 2026-04-10

Exact text from the filing

with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top Israel’s preeminent defense prime contractors. As consideration for the Zorronet shares, BiomX issued to Water IO: (i) 1,300,000 shares of BiomX common stock; and (ii) a non-convertible promissory note in the principal amount of $1,250,000, bearing interest at the short-term applicable federal rate,

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Source: SEC EDGAR

accession 0001213900-26-042313

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