BiomX Inc. Amends Promissory Note Related to ZorroNet Acquisition

What Happened

• BiomX Inc. filed an 8-K (dated July 28, 2026) reporting Amendment No. 1 and Waiver to a promissory note originally issued to Water IO Ltd. as part of BiomX’s April 10, 2026 acquisition of ZorroNet Ltd. The Note had an original principal of $1,250,000 and an original maturity date of July 10, 2026.
• The Amendment (dated July 24, 2026 and entered July 27, 2026) extends the maturity to November 1, 2026, sets a payment schedule for principal, provides for issuance of restricted stock in lieu of certain interest/consideration, and includes a retroactive waiver of any default or acceleration arising from the missed original maturity.

Key Details

• Principal and schedule: $1,250,000 original principal; $250,000 due within two business days after the Amendment, then four monthly $250,000 installments due Aug 1, Sep 1, Oct 1 and Nov 1, 2026.
• Interest and consideration: outstanding balance accrues interest at the short-term Applicable Federal Rate, payable with the final installment; BiomX agreed to issue 800,000 restricted shares to Water IO in full satisfaction of interest accrued through the Amendment and as consideration for the extension — issuance is subject to NYSE American listing clearance and corporate approvals, with an Aug 31, 2026 longstop after which the amount becomes payable in cash and no shares will be issued.
• Waiver and governance: Water IO irrevocably waived, retroactive to the original maturity date, any default or acceleration rights related to non-payment; an independent BiomX director also serves as an independent director of Water IO, and the Amendment was approved by BiomX’s Board and Audit Committee with the interested director abstaining.

Why It Matters

• Cash flow and timing: the amendment pushes principal payments into Aug–Nov 2026 and requires an immediate $250,000 payment, affecting BiomX’s near-term cash needs.
• Potential dilution vs. cash liability: issuance of 800,000 restricted shares would dilute existing shareholders if NYSE American clearance and approvals occur; if not, BiomX will owe additional cash instead.
• Governance/related-party note: the counterparty relationship with a director on both boards and the Board’s approval with abstention are material governance facts investors should note.