BiomX Inc. Announces Purchase of 10% Stake in MEA, Option to Acquire Majority

What Happened

• BiomX Inc. (PHGE) announced on August 5, 2026 that it entered a Share Purchase and Option Agreement to acquire 324,573 shares (10% of MEA Testing Systems Ltd., fully diluted) and 10% of MEA’s affiliated India company, subject to closing conditions.
• Consideration for the purchase is $50,000 cash plus 1,300,000 restricted BiomX common shares. Closing is conditioned on NYSE American approval of a supplemental listing application and execution of a license agreement granting BiomX an exclusive, perpetual, worldwide, transferable license to MEA’s technology and know‑how (including drone testing solutions).

Key Details

• Target company: M.E.A. Testing Systems Ltd. (developer of advanced electric motor testing and drone propulsion validation systems).
• Stake purchased: 324,573 shares = 10% (fully diluted); also 10% of related India entity if not a subsidiary.
• Option: BiomX received an exclusive option, exercisable through June 30, 2028, to buy Motomova’s remaining holdings (approximately 78.9% of MEA after closing).
• Option price basis (BiomX’s choice): either 2x net revenue for FY2027 or 4x EBITDA for FY2027 (from audited statements), pro‑rated to the percentage acquired; payable in cash, BiomX stock, or a combination.
• Other terms: Option exercise is subject to BiomX due diligence and customary closing conditions; Mayers agreed to a non‑solicit/non‑shop through the option period.

Why It Matters

• This transaction gives BiomX immediate access to specialized electric motor and drone propulsion testing technology and an exclusive license to MEA’s IP, which the company says supports integration into defense and unmanned aerial platform systems.
• The initial cost is modest ($50K + 1.3M restricted shares), but the option could require a substantial future payout tied to MEA’s 2027 performance (2x revenue or 4x EBITDA), potentially dilutive if paid in stock or material if paid in cash.
• Investors should note key closing contingencies (NYSE American approval and the license agreement) and that final acquisition of the majority interest is not automatic — it’s optional and contingent on due diligence and audited 2027 results.