BiomX Inc. 8-K

What Happened

• On March 31, 2026, BiomX Inc. (PHGE) entered an Option and Undertaking Agreement with Mandragola Ltd. that gives BiomX an exclusive, irrevocable option to purchase 100% of Mandragola’s shareholdings in DR. Frucht Systems Ltd. (DFSL). The Option closing is conditioned on Mandragola first closing its purchase of an initial 60% of DFSL and obtaining written approval from the Israel Innovation Authority (IIA), which previously awarded DFSL grants.
• DFSL is an Israeli developer of LADAR (laser radar) detection systems and AI for counter‑UAS (anti‑drone), perimeter/border security, wide‑area surveillance and rail/metro safety. If the conditions are met and BiomX exercises the Option, DFSL would become a majority‑owned operating subsidiary of BiomX.

Key Details

• Transaction components payable to Mandragola upon closing: $100,000 cash; a $5.0 million unsecured convertible promissory note (convertible at BiomX’s option at $12.00/share); newly created Series D preferred stock convertible into 9.9% of BiomX common stock at $12.00/share; pre‑funded warrants for 9.99% of common stock; and a five‑year warrant for 19.99% of common stock exercisable at $12.00/share.
• Conversion of the note and exercise of the warrants are subject to BiomX shareholder approval; BiomX intends to seek approval consistent with NYSE American rules for issuances that could exceed 19.99% of outstanding common stock.
• Closing by Mandragola is subject to standard conditions and required IIA written confirmation/approval for the contemplated transfer of DFSL ownership.
• Additional terms: if DFSL records annual revenues of $25 million or more on or after fiscal 2027, Mandragola would be entitled to a bonus equal to 5% of such revenues, payable in restricted BiomX common shares or cash; Mandragola also agreed to provide a credit line for DFSL development and debt repayment (terms to be agreed).

Why It Matters

• This deal could add a defense/security technology business (DFSL) to BiomX’s holdings and, upon closing and exercise of the Option, make DFSL a majority‑owned operating subsidiary — a material change in the company’s assets.
• The consideration includes convertible securities and warrants that, if converted or exercised and approved by shareholders, would issue a meaningful number of BiomX shares (potential dilution). Shareholder approval and regulatory (IIA) consent are key outstanding conditions; the transactions are not completed until those conditions are satisfied.
• Investors should watch for proxy filings and shareholder votes, updates on Mandragola’s purchase of the initial 60% stake, IIA approval, and any registration or disclosure documents that detail timing and the potential dilutive impact. The 8‑K also includes standard forward‑looking statement disclosures and risk reminders.