Business Context and Reporting Period
Company: BiomX Inc. (PHGE, NYSE American)
Filing Type: Form 8-K (Current Report)
Date of Report: March 31, 2026
Event: Entry into a Material Definitive Agreement (Item 1.01).
On March 31, 2026, BiomX Inc. entered into an Option and Undertaking Agreement with Mandragola Ltd. to acquire an exclusive, irrevocable option to purchase 100% of Mandragola's shareholdings in DR. Frucht Systems Ltd. (DFSL). DFSL is an Israeli developer of LADAR-based detection systems for security, defense, and critical infrastructure, specializing in counter-UAS, perimeter security, and rail safety.
Key Financial Metrics and Transaction Terms
The filing details the consideration for the Option, payable upon the closing of the DFSL Shareholdings acquisition by Mandragola. The filing does not provide BiomX's current revenue, profit, cash flow, or debt levels.
| Component | Value / Terms |
|---|---|
| Cash Payment | $100,000 |
| Convertible Promissory Note | $5 million principal; convertible at $12.00/share (BiomX option) |
| Series D Preferred Stock | Convertible into 9.9% of then outstanding Common Stock at $12.00/share |
| Pre-Funded Warrants | For 9.99% of then outstanding Common Stock |
| Five-Year Warrants | For 19.99% of then outstanding Common Stock; exercise price $12.00/share |
| Performance Bonus | 5% of DFSL annual revenues if $25M+ is recorded in FY2027 or later |
Liquidity/Credit: Subject to closing, Mandragola agreed to provide a credit line for DFSL's development and debt payment, though specific amounts and terms are to be agreed upon.
Material Changes and Conditions
Closing Conditions: The transaction is contingent upon:
- Mandragola's successful closing of its purchase of 60% of DFSL's share capital.
- Written confirmation and approval from the Israel Innovation Authority (IIA) regarding the transfer of ownership and control.
- Standard closing conditions.
Shareholder Approval: The conversion of the Note and exercise of Warrants require BiomX shareholder approval. BiomX intends to submit a proposal for the issuance of shares representing more than 19.99% of outstanding Common Stock to comply with NYSE American rules.
Outlook, Risks, and Management Commentary
Strategic Outlook: Upon closing, DFSL will become a majority-owned operating subsidiary of BiomX, expanding its portfolio into laser-based sensing and AI-driven security solutions.
Risks and Contingencies:
- Regulatory Approval: Failure to obtain IIA approval could prevent the transaction.
- Shareholder Vote: The deal structure requires stockholder approval for significant equity issuance.
- Forward-Looking Statements: The filing includes standard disclaimers regarding uncertainties in closing timing, regulatory changes, and economic factors.
Investor Verification Checklist
- Verify the status of the Israel Innovation Authority (IIA) approval for the DFSL ownership transfer.
- Confirm the timeline for the shareholder vote required to approve the issuance of the Note, Preferred Stock, and Warrants.
- Review the specific terms of the credit line to be provided by Mandragola once finalized.
- Assess the dilution impact of the potential issuance of approximately 39.98% of new shares (9.9% Preferred + 9.99% Pre-Funded + 19.99% Warrants) relative to current outstanding shares.
- Monitor DFSL's revenue trajectory to determine potential liability for the 5% performance bonus starting in FY2027.