T3 Defense Inc. 8-K

What Happened
T3 Defense Inc. (via Form 8-K filed April 10, 2026) reported that Water IO Ltd., an Israeli public company in which T3’s subsidiary Star 26 Capital Inc. holds ~67%, completed the sale of 100% of ZorroNet Ltd. to BiomX Inc. (NYSE American: PHGE) on April 10, 2026 under a Stock Purchase Agreement. As consideration, BiomX issued 1,300,000 shares of its common stock to Water IO and delivered a non-convertible promissory note for $1,250,000 (three-month maturity, interest at the short-term applicable federal rate). BiomX also assumed certain obligations, including a performance-based earnout and retention commitments for key personnel.

Key Details

• Transaction date: April 10, 2026 (closing completed).
• Consideration to Water IO: 1,300,000 BiomX common shares + $1,250,000 promissory note (3-month maturity).
• Post-transaction stake: Water IO holds ~1,300,000 BiomX shares, representing ~16.57% of BiomX’s issued and outstanding common stock after issuance.
• Additional terms: BiomX assumed an earnout payable by March 31, 2027 equal to the greater of 125% of ZorroNet’s consolidated revenue or 8x consolidated EBITDA for fiscal 2026, and agreed to retain certain key ZorroNet personnel for three years.

Why It Matters
For investors, this transaction means T3 Defense indirectly gained significant exposure to BiomX equity (through its ~67% ownership of Water IO), rather than retaining the ZorroNet operational business within Water IO. The deal replaces an AI-defense operating asset with marketable stock, a short-term note, and contingent earnout potential—factors that could affect the value of T3’s indirect holdings and Water IO’s future financials. The filing documents the completed disposition (Item 2.01) but does not provide financial results or forward guidance related to the transaction.