BiomX Inc. (PHGE): M&A transaction — BiomX accelerates option exercise, acquires 60% stake in DFSL for $750k cash, $3M note

BiomX Inc.

Cash $750k, $3M convertible note (convertible at $12), 923k shares, and warrants for up to 4.6M shares at $12.
Revenue bonus: 5% of annual revenues if DFSL exceeds $25M in any fiscal year from 2027; payable in stock or cash.
DFSL develops LADAR-based detection systems for counter-UAS and perimeter security; deployed in Israel, Africa, and LA Metro.
Transaction subject to Israeli regulatory approval and NYSE American stockholder approval.
Acquisition follows prior purchase of Zorronet AI platform; technologies designed to integrate detection, analysis, and response.

item 1.01 item 2.01 item 3.02 item 7.01 item 9.01

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

BiomX Inc. completed an acquisition involving Mandragola Ltd for a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000); the issuance of an unsecured convertible promissory note in the principal amount of Three Mil (closed 2026-04-13).

Action: acquisition
Counterparty: Mandragola Ltd
Consideration: a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000); the issuance of an unsecured convertible promissory note in the principal amount of Three Mil
Closing: 2026-04-13

Exact text from the filing

delivery. In consideration for the Purchased Shares, the Company agreed to the following consideration to Mandragola: (i) a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000), of which Four Hundred Fifty Thousand ($450,000) was advanced by the Company; (ii) the issuance of an unsecured convertible promissory note in the principal amount of Three

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

BiomX Inc. entered into Stock Purchase & Assignment Agreement with Mandragola Ltd (effective 2026-04-13).

Action: entry
Agreement: asset purchase
Counterparty: Mandragola Ltd
Effective: 2026-04-13

Exact text from the filing

On April 13, 2026, the Company entered into and simultaneously closed on a Stock Purchase & Assignment Agreement (the “SPA”) with Mandragola

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BiomX Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-042811

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