BiomX Inc. 8-K

What Happened

• On April 10, 2026, BiomX Inc. (NYSE American: PHGE) filed an 8-K reporting the definitive Stock Purchase Agreement closing for the acquisition of 100% of Zorro Net Ltd. (ZorroNet), an Israeli AI-powered computer vision and autonomous surveillance company with operational deployments at IDF bases and critical infrastructure customers. The deal was made with Water IO Ltd., which received consideration in BiomX common stock and a promissory note.

Key Details

• Consideration: 1,300,000 shares of common stock issued to Water IO and a $1,250,000 non-convertible promissory note (interest at the short-term applicable federal rate) payable July 7, 2026.
• Earnout & retention: BiomX assumed a performance-based earnout to ZorroNet founders due by March 31, 2027 (greater of 125% of 2026 consolidated revenue or 8x 2026 consolidated EBITDA) and committed to retain key personnel for three years.
• Registration & compliance: Shares were issued in a private transaction under Section 4(a)(2); BiomX will file an SEC registration statement covering resale of those shares within 45 days. Financial statements and pro forma financials for the acquisition will be filed by amendment within 71 days.
• Business facts: ZorroNet is revenue-generating and operationally deployed, with integrations into UAS (drones), alarm/C2 systems, and active engagements with major Israeli defense contractors.

Why It Matters

• The acquisition transforms BiomX’s business profile from its prior focus into an AI-powered defense technology platform with deployed, revenue-generating surveillance and threat-detection capabilities. Investors should note the issuance of 1.3M shares and a short-term $1.25M note (non-convertible), the earnout obligation tied to 2026 performance, and the planned SEC registration for resale—each affecting capitalization, near-term cash obligations, and stock liquidity. Financial impact and combined results will be disclosed in the forthcoming financial statements and pro forma filings.