Business Context and Reporting Period
This Form 8-K was filed by BiomX Inc. on July 27, 2026, reporting events occurring on July 24, 2026. The filing details an amendment to a promissory note issued to Water IO Ltd. as part of the consideration for the Company's acquisition of ZorroNet Ltd. completed in April 2026.
Key Financial Metrics and Transaction Details
- Debt Instrument: Promissory Note with an original principal of $1,250,000.
- Repayment Schedule: $250,000 principal due within two business days of execution; remaining $1,000,000 payable in four equal monthly installments of $250,000 (August 1, September 1, October 1, and November 1, 2026).
- Interest: Outstanding balance bears interest at the short-term Applicable Federal Rate, payable with the final installment.
- Equity Consideration: Agreement to issue 800,000 restricted shares of common stock to Water IO in satisfaction of accrued interest and as consideration for the extension.
- Liquidity Impact: Immediate cash outflow of $250,000 required; future cash outflows of $250,000 monthly through November 2026 unless equity issuance occurs.
Material Changes Versus Prior Period
The filing represents a material change to the original debt terms established in April 2026:
- Maturity Extension: The maturity date was extended from July 10, 2026, to November 1, 2026.
- Default Waiver: Water IO waived any default or right of acceleration arising from the non-payment at the original maturity date.
- Payment Structure: Changed from a lump-sum maturity to an installment plan combined with potential equity issuance.
Guidance, Risks, and Contingencies
- Equity Issuance Contingency: The issuance of 800,000 shares is subject to NYSE American listing clearance and corporate approvals. If not cleared by the August 31, 2026 longstop date, the value will be payable in cash instead of shares.
- Related Party Transaction: An independent director of BiomX also serves as an independent director of Water IO. The transaction was approved by the Board with the interested director abstaining.
- Regulatory Status: The shares are issued as unregistered securities under Section 4(a)(2) and/or Regulation S exemptions.
Investor Verification Checklist
- Verify the Company's ability to meet the immediate $250,000 cash payment and subsequent monthly installments.
- Monitor the status of the NYSE American listing application for the 800,000 shares to determine if the August 31, 2026 cash fallback will be triggered.
- Review the full text of Exhibit 10.1 for specific interest rate calculations and waiver details.
- Assess the dilution impact of the potential 800,000 share issuance on existing shareholders.