Form 8-K/A

8-K/A — BiomX Inc.

Accession: 0001213900-26-068018

Filed: 2026-06-12

Period: 2026-04-10

CIK: 0001739174

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0293407-8ka1_biomx.htm (Primary)

EX-23.1 — CONSENT OF KPMG, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ea029340701ex23-1.htm)

EX-23.2 — CONSENT OF BDO, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ea029340701ex23-2.htm)

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF ZORRONET AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024, THE RELATED NOTES, AND THE RELATED REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THEREON (ea029340701ex99-1.htm)

EX-99.2 — UNAUDITED CONDENSED FINANCIAL STATEMENTS OF ZORRONET AS OF MARCH 31, 2026 AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (ea029340701ex99-2.htm)

EX-99.3 — AUDITED FINANCIAL STATEMENTS OF DFSL AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31,2024, THE RELATED NOTES, AND THE RELATED REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THEREON (ea029340701ex99-3.htm)

EX-99.4 — UNAUDITED CONDENSED FINANCIAL STATEMENTS OF DFSL AS OF MARCH 31, 2026 AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (ea029340701ex99-4.htm)

EX-99.5 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF THE COMPANY, GIVING EFFECT TO THE ACQUISITION OF DFSL AND ZORRONET, WHICH INCLUDES THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2026 (ea029340701ex99-5.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0293407-8ka1_biomx.htm · Sequence: 1

true

0001739174

2026-04-10

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xbrli:shares

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K/A

(Amendment

No. 1)

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2026

BIOMX INC.

(Exact name of registrant

as specified in its charter)

Delaware

001-38762

82-3364020

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

850 New Burton

Road, Suite 201

Dover, Delaware 19904

(Address of principal

executive offices, including zip code)

(972) 52-437-4900

(Registrant’s

telephone number, including area code)

Not Applicable

(Former name or

former address, if changed since last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

PHGE

NYSE American

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On April 10, 2026, BiomX

Inc. (the “Company”) filed a Current Report on Form 8-K to report the acquisition of Zorronet Ltd. (“Zorronet”),

an Israeli artificial intelligence defense technology company (the “Original Zorronet Report”). On April 13, 2026, the

Company filed a Current Report on Form 8-K to report the acquisition of a majority stake in Frucht Systems Ltd., an Israeli

company (“DFSL”), a developer of proprietary LADAR (Laser Radar)–based detection systems for security, defense, and

critical infrastructure applications (the “Original Frucht Report” and together with the Original Zorronet Report, the “Original

Reports”)

The Company is hereby filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to (i) update the information

in Item 9.01(a) of the Original Reports to include (x) the audited consolidated financial statements of as of and for the years ended

December 31, 2025 and 2024 and (y) the unaudited condensed financial statements as of and for the three months ended March 31,

2026 and 2025 for each of Zorronet and DFSL; and (ii) update the information in Item 9.01(b) of the Original Reports to include the

unaudited pro forma condensed combined financial information of the Company reflecting the acquisitions of Zorronet and DFSL as of and

for the year ended December 31, 2025 and the period ended March 31, 2026.

This Amendment No. 1 does not amend any other item

of the Original Reports or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date

of the Original Reports. Capitalized terms used but not defined herein have the meanings given to them in the Original Report.

In accordance with Rule 12b-15 of

the Securities Exchange Act of 1934, as amended, the complete text of Item 9.01 (as amended) is included herein.

Item 9.01. Financial

Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

(i) The audited financial statements of Zorronet as of and for the

years ended December 31, 2025 and December 31, 2024, the related notes thereto, and the related report of KPMG, independent

registered public accounting firm and the financial statements of Zorronet for the three months ended March 31, 2026 (unaudited),

are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

(ii) The audited financial statements of DFSL as of and for the years ended December 31, 2025 and December 31,

2024, the related notes, and the related report of BDO, independent registered public accounting firm, as set forth in their report thereon,

and the financial statements of DFSL for the three months ended March 31, 2026 (unaudited), are filed herewith as Exhibit 99.3 and

Exhibit 99.4, respectively, and are incorporated herein by reference

(b) Pro Forma Financial Information.

(i) The unaudited pro forma condensed combined financial statements

of the Company, giving effect to the acquisition of DFSL and Zorronet, which includes the unaudited pro forma condensed consolidated balance

sheet as of March 31, 2026, the unaudited pro forma condensed combined statements of operations for the year ended December 31,

2025 and the three months ended March 31, 2026 and the related notes, are incorporated herein by reference as Exhibit 99.5 hereto.

(ii) The pro forma financial information included in this Amendment has been presented for informational purposes

only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the

acquisition of Zorronet and DFSL occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial

position or future results of operations that the Company will experience after the acquisition of Zorronet and DFSL.

(d) Exhibits.

23.1

Consent of KPMG, independent registered public accounting firm.

23.2

Consent of BDO, independent registered public accounting firm.

99.1

Audited

financial statements of Zorronet as of and for the years ended December 31, 2025 and December 31, 2024, the related notes, and the

related report of the independent registered public accounting firm thereon

99.2

Unaudited condensed financial statements of Zorronet as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.

99.3

Audited financial statements of DFSL as of and for the years ended December 31, 2025 and December 31,2024, the related notes, and the related report of the independent registered public accounting firm thereon.

99.4

Unaudited condensed financial statements of DFSL as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.

99.5

Unaudited pro forma condensed combined financial statements of the Company, giving effect to the acquisition of DFSL and Zorronet, which includes the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026, and the related notes.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

BIOMX INC.

Date: June 12, 2026

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

EX-23.1 — CONSENT OF KPMG, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.1

Filename: ea029340701ex23-1.htm · Sequence: 2

Exhibit 23.1

KPMG

Somekh Chaikin

Hartum St., Har Hotzvim

PO Box 212

Jerusalem

9100102, Israel

+972

2 531 2000

Consent

of Independent Auditors

consent to the incorporation by reference in the registration statements (Nos. 333-261419, 333-272371, 333-275935, 333-278986, and 333-293308)

on Form S-3 and (Nos. 333-235777, 333-254922, 333-263995, 333-270947, 333-278500, 333-282059 and 295000) on Form S-8 of BiomX

Inc. of our report dated June 11, 2026, with respect to the financial statements of Zorronet Ltd.

/s/ Somekh

Chaikin

Somekh

Chaikin

Member

Firm of KPMG International

Jerusalem, Israel

June

12, 2026

KPMG

Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent

member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

EX-23.2 — CONSENT OF BDO, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.2

Filename: ea029340701ex23-2.htm · Sequence: 3

Exhibit 23.2

Consent of Independent Registered

Public Accounting Firm

We hereby consent to the incorporation by reference

in the registration statements on Form S-3 (Nos. 333-261419, 333-272371, 333-275935, 333-278986, and 333-293308) and on Form S-8 (Nos.

333-235777, 333-254922, 333-263995, 333-270947, 333-278500, 333-282059 and 295000) of BiomX Inc. of our report dated June 11, 2026, relating

to the financial statements of Dr. Frucht Systems Ltd. as of December 31, 2025 and 2024, for the two years then ended, which appears in

this Form 8-K/A of BiomX Inc.

/s/ Ziv Haft

Ziv Haft

Certified Public Accountants (Isr.)

BDO Member Firm

June 11, 2026

Tel Aviv, Israel

EX-99.1

Filename: ea029340701ex99-1.htm · Sequence: 4

Exhibit 99.1

ZORRONET LTD.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

ZORRONET LTD.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS’ REPORT

F-2

FINANCIAL STATEMENTS:

Balance Sheet as of December 31, 2025

F-4

Statement of Comprehensive Loss for the year ended December 31, 2025

F-5

Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2025

F-6

Statement of Cash Flows for the year ended December 31, 2025

F-7

Notes to Financial Statements

F-8 – F-20

_____________________

______________________________

_____________________

F-1

Somekh Chaikin

8 Hartum Street, Har Hotzvim

PO Box 212

Jerusalem 9100102, Israel

+972 2 5312000

Independent Auditors’ Report

To the Stockholders of Zorronet Ltd.

Report on the Audit of the Financial Statements

Opinion

We have audited

the financial statements of Zorronet Ltd. (the Company), which comprise the balance sheet as of December 31, 2025, and the related statements

of comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes to the financial

statements.

In our opinion, the accompanying financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations

and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audit in accordance with auditing

standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described

in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent

of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Entity’s Ability

to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern. As discussed in Note 1C to the financial statements, the Company has suffered recurring

losses from operations, has a negative working capital, and has stated that substantial doubt exists about the Company’s ability

to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these

matters are also described in Note 1C. The financial statements do not include any adjustments that might result from the outcome of this

uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial

Statements

Management is responsible for the preparation

and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design,

implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management

is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s

ability to continue as a going concern for one year after the date that the financial statements are issued.

KPMG Somekh Chaikin, an Israeli partnership and

a member firm of the KPMG global organization of independent member

firms affiliated with KPMG International Limited, a private English company limited by guarantee

F-2

Somekh Chaikin

8 Hartum Street, Har Hotzvim

PO Box 212

Jerusalem 9100102, Israel

+972 2 5312000

Auditors’ Responsibilities for the Audit

of the Financial Statements

Our objectives are to obtain reasonable assurance

about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and

therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material

if there is a substantial likelihood that, individually or

in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

performing an audit in accordance with GAAS, we:

● Exercise

professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud

or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial statements.

● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged

with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal

control related matters that we identified during the audit.

Somekh Chaikin

Member Firm of KPMG International

Jerusalem, Israel

June 11, 2026

KPMG Somekh Chaikin, an Israeli partnership and

a member firm of the KPMG global organization of independent member

firms affiliated with KPMG International Limited, a private English company limited by guarantee

F-3

ZORRONET LTD.

BALANCE SHEET

(USD in thousands except share and per share data)

December 31,

2025

Assets

Current Assets

Accounts receivable

102

Other current assets

Total Current Assets

133

Operating lease right-of-use asset (Note 3)

Property and equipment, net (Note 4)

Total Assets

173

Liabilities and Stockholders' Deficit

Current Liabilities

Short term loans (Note 5)

159

Accounts payable

Operating lease liability (Note 3)

Other current liabilities – related parties

129

Loans from parent company (Note 8)

117

Other current liabilities (Note 6)

222

Total current liabilities

687

Long term loans (Note 7)

129

Total Liabilities

816

Stockholders’ Deficit (Note 9)

Common stock of NIS 0.01 par value each (“Common Stock”): 100,000 shares authorized as of December 31, 2025; issued and outstanding 13,250 shares as of December 31, 2025.

Other comprehensive loss

(60 )

Accumulated deficit

(587 )

Total Stockholders’ Deficit

(643 )

Total Liabilities and Stockholders’ Deficit

173

The accompanying notes are an integral

part of the financial statements.

F-4

ZORRONET LTD.

STATEMENT OF COMPREHENSIVE LOSS

(USD in thousands)

Year ended

December 31

2025

Revenues for services

382

Revenues for sales

235

617

Cost of services (Note 10)

(226 )

Cost of sales

(223 )

Gross profit

168

Research and development expenses (Note 11)

(177 )

General and administrative expenses (Note 12)

(274 )

Operating Loss

(283 )

Financial expenses, net

(23 )

Net Loss

(306 )

Translation to presentation currency

(63 )

Total loss and other comprehensive loss

(369 )

The accompanying

notes are an integral part of the financial statements.

F-5

ZORRONET LTD.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(USD in thousands, except share and per share data)

Number

of Shares

Amount

Other

comprehensive

income (loss)

Accumulated

deficit

Total

stockholders’

deficit

BALANCE AT JANUARY 1, 2025

13,250

(281 )

(274 )

Total comprehensive loss for the year

(63 )

(306 )

(369 )

BALANCE AT DECEMBER 31, 2025

13,250

(60 )

(587 )

(643 )

The accompanying notes are an integral part

of the financial statements.

F-6

ZORRONET LTD.

STATEMENT OF CASH FLOWS

(USD in thousands)

Year ended

December 31

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Total net loss for the year

(306 )

Adjustments required to reconcile net loss for the year to net cash used in operating activities:

Depreciation

Interest

Increase in accounts receivable

(20 )

Increase in other current assets

(12 )

Increase in accounts payable

Increase in other liabilities

Net cash used in operating activities

(235 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of loans

(66 )

Proceeds from related parties

129

Proceeds from loans

129

Net cash provided by financing activities

192

DECREASE IN CASH AND CASH EQUIVALENTS

Decrease in Cash and Cash Equivalents

(43 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Supplemental disclosure of cash flow information:

Cash transactions:

Interest

Taxes

The accompanying notes

are an integral part of the financial statements.

F-7

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 –

GENERAL

A. ZorroNet Ltd. (the “Company”) is a private company incorporated in Israel on January 13, 2021.

The Company is engaged in the development

of artificial intelligence (AI)-based software solutions for defense, command-and-control (C2), and intelligence applications. The Company’s

platform integrates video analytics, drones, sensors, IoT systems and additional data sources into a unified real-time operational environment

designed to support monitoring, threat detection, situational awareness and operational decision-making.

The Company provides its solutions and

related services to governmental, defense, homeland security and commercial customers in Israel and internationally.

Israel –war

In October 2023, a large-scale terrorist

attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional

regional fronts and contributed to a period of heightened geopolitical and security instability in the region.

During 2024 and 2025, hostilities included

military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times,

resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities.

In September 2025, a ceasefire agreement

was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire

has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed

hostilities or broader regional escalation cannot be ruled out. More recently, on February 28, 2026, hostilities between Israel and Iran

escalated again. Israel, together with the United States, conducted a major joint military campaign of air and missile strikes against

targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. The situation remains highly

fluid, and management is unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued

impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time.

Given that the majority of the Company’s

operations are conducted in Israel, and that all members of the Company’s board of directors and management, as well as most employees,

consultants, and service providers, are located in Israel, the Company is directly affected by the economic, political, geopolitical,

and military conditions impacting the region. As of March 31, 2026, while ceasefire arrangements with Hamas, Lebanon and Iran were generally

in effect and large-scale military operations had subsided, the overall security environment in Israel and the surrounding region remained

unstable and unpredictable. Any further escalation or expansion of the conflict could negatively affect both regional and global conditions,

and may adversely impact the Company’s business, financial condition, and results of operations.

In April 2026, a ceasefire agreement

was reached; however, the ceasefire remains fragile and the overall security situation in Israel and the region continues to be uncertain.

F-8

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 –

GENERAL (continue)

C. The accompanying financial statements have been prepared assuming that the

Company will continue as a going concern. As of December 31, 2025, the Company had $0 in cash and cash equivalents, $554 in negative working

capital, stockholders’ deficit of $643 and an accumulated deficit of $587. These conditions raise substantial doubt about the Company’s

ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon raising capital from

financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments

that have not yet been secured. The Parent Company has expressed its intent to support the Company’s operations and to provide financial

assistance as needed. However, the extent and timing of such support are uncertain. Therefore, substantial doubt about the Company’s

ability to continue as a going concern remains. These financial statements do not include any adjustments that may be necessary should

the Company be unable to continue as a going concern.

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared

in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

A. Use of estimates in the preparation of financial statements

The preparation of financial statements

in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. As applicable

to these financial statements, the most significant estimates and assumptions relate to revenue recognition and valuation of accounts

receivable. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates

and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management

believes to be reasonable under the circumstances. Actual results could differ from those estimates.

B. Functional currency

The functional currency of the Company

is New Israel Shekel (“NIS”). Most of the Company’s costs are denominated and determined in NIS. Management believes

that the NIS is the currency in the primary economic environment in which the company operates. Thus, the functional currency of the Company

is the NIS.

The financial statements are presented

in US dollars. The records of the operations were maintained in NIS and translated to the US dollar as follows: assets and liabilities

are translated using the balance sheet period-end date exchange rate. Expenses and income are translated using the weighted average exchange

rates for the reporting period. The net exchange difference that arises from the translation as described above, is recorded as a foreign

currency translation reserve and presented in equity. The periodic changes in the foreign currency translation reserve are recorded as

other accumulated comprehensive income (loss).

F-9

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (continue)

C. Cash and cash equivalents

Cash equivalents are short-term highly

liquid investments which include short-term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals

or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

D. Accounts Receivables

The Company manages credit risk associated

with accounts receivable at the customer level.

Pursuant to ASC Topic 326, the Company

maintains an allowance for expected credit losses on accounts receivable that reflects management’s estimate of expected credit

losses. The allowance is estimated using a loss-rate model based on delinquency. The estimated loss rate is based on the Company’s historical

experience with specific customers, its understanding of current economic conditions, reasonable and supportable forecasts, and management’s

judgment regarding the likelihood of ultimate collection based on available information.

Actual future credit losses may differ

from historical experience. The Company’s estimate of expected credit losses may change based on evolving circumstances, including changes

in economic conditions or in the financial condition of individual customers. Accordingly, the Company may be required to increase or

decrease its allowance for expected credit losses.

During the year ended December 31, 2025, two customers accounted

for approximately 18% and 15%, respectively, of the Company’s total revenues.

E. Property, plant and equipment, net

1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated

using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related

cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition

is reflected in the Statements of Operations and Comprehensive Loss.

2. Rates of depreciation:

Computers

Vehicles

F. Impairment of long-lived assets

The Company’s long-lived assets

are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used

is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of

the asset exceeds its fair value. No impairment loss was recorded during the year ended December 31, 2025.

F-10

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (continue)

G. Fair Value

Fair value of certain of the Company’s

financial instruments including cash, accounts payable, accrued expenses, long term loans from bank and other accrued liabilities approximate

cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification

(“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value

in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820,

is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most

advantageous) markets, and an in-use or an in-exchange valuation premise.

Valuation techniques are generally

classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application

of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or

liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the

use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting

measurement as follows:

Level 1: Quoted prices (unadjusted)

in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar

assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated

by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the

asset or liability that are supported by little or no market activity, and that are significant to the fair values.

The carrying amounts of accounts receivable,

other account assets, accounts payable, other current liabilities and loans approximate fair value due to the short-term nature of such

instruments or because the related instruments bear interest at rates that approximate current market rates. The Company had no assets

or liabilities measured at fair value on a recurring or nonrecurring basis as of December 31, 2025.

H. Leases

The Company determines if an arrangement

is or contains a lease at contract inception.

Operating leases are included in operating

lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets.

ROU assets represent the Company’s

right to use an underlying asset for the lease term and lease liabilities represent the Group’s obligation to make lease payments

arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease

payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses the incremental

borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement

date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms

may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense

for lease payments is recognized on a straight-line basis over the lease term.

F-11

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (continue)

The Company monitors events or changes

in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability,

a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount

of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance

is recorded in statement of comprehensive loss. For lease agreements, the Company has elected the practical expedient to account for the

lease and non-lease maintenance components as a single lease component. Therefore, for those leases, the lease payments used to measure

the lease liability include all of the fixed consideration in the contract.

I. Severance pay

All the Company’s employees, have been

signed on Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”). Pursuant to Section 14, the Company’s employees,

covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the

Company. Payments in accordance with Section 14 release the Company from any future severance liabilities in respect of those employees.

Neither severance pay liability nor severance pay fund under Section 14 are recorded in the Company’s balance sheets.

J. Revenue recognition

The Company recognizes revenue in accordance

with ASC 606, Revenue from Contracts with Customers. The Company derives its revenue principally from subscriptions to its artificial

intelligence (AI)-based command-and-control software platform (“SaaS”), deployment and integration services, and, in certain

arrangements, from the procurement of hardware components and related installation services Arrangements are entered into both as bundled

solutions (hardware, installation and a SaaS subscription) and as standalone sales of hardware or services. The Company recognizes revenue

upon transfer of control of the promised goods or services to the customer, in an amount that reflects the consideration to which the

Company expects to be entitled in exchange for those goods or services, applying the following five steps: (i) identifying the contract

with the customer; (ii) identifying the distinct performance obligations; (iii) determining the transaction price; (iv) allocating the

transaction price to the performance obligations; and (v) recognizing revenue as each performance obligation is satisfied.

SaaS subscriptions - Access

to the Company’s software platform, together with the technical support and unspecified updates provided during the subscription

period, is accounted for as a single performance obligation satisfied over time, because the customer simultaneously receives and consumes

the benefit of the Company’s performance. Revenue is recognized ratably on a straight-line basis over the committed subscription

term, commencing when access to the platform is made available to the customer.

Deployment and integration services

– Deployment, configuration and integration services generally consist of connecting the Company’s platform to the customer’s

existing cameras, sensors and control systems and performing the initial configuration of the platform. These services are generally short-term

in nature. Accordingly, revenue is recognized at a point in time upon completion of the services and transfer of control to the customer.

F-12

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (continue)

Hardware - Revenue from the

sale of hardware components is recognized at a point in time, when control of the hardware transfers to the customer—generally upon

delivery or customer acceptance determined by reference to the contractual shipping terms (Incoterms), transfer of legal title and the

risks and rewards of ownership.

In certain arrangements, at the customer’s

request, the Company procures hardware components from third-party suppliers and provides such hardware as part of the overall customer

solution. The Company acts as principal in these arrangements because it controls the hardware before transfer to the customer, has primary

responsibility for fulfillment, and has discretion in establishing pricing. Accordingly, revenue from hardware sales is recognized on

a gross basis.

Installation and onboarding services

- Revenue from installation and onboarding services that are distinct is recognized at a point in time upon completion of the services,

unless the customer consumes the benefit of the services as they are performed, in which case the related revenue is recognized over time.

Contracts with multiple performance

obligations. For arrangements comprising more than one distinct performance obligation, the transaction price is allocated to each performance

obligation on a relative standalone selling price basis. The Company determines standalone selling prices using observable prices where

available, and otherwise estimates them using an adjusted market assessment or an expected-cost-plus-margin approach.

Significant financing component. The

Company has elected the practical expedient under ASC 606-10-32-18 and does not adjust the transaction price for the effects of a significant

financing component when the period between payment by the customer and transfer of the promised goods or services is one year or less.

K. Research and Developments expenses

Research and development costs are

not capitalized and are charged to profit or loss as incurred, within research and development expenses in the statement of comprehensive

income. The Company’s software development activities primarily relate to maintenance and support.

L. Income taxes

Income taxes are accounted for under

the asset and liability method. The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly,

deferred income taxes are determined based on the estimated future tax effects of differences between the financial accounting and the

tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected

to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary,

to reduce deferred tax assets to amounts more likely than not to be realized.

F-13

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (continue)

The Company accounts for uncertain

tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement

and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax

positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties

relating to uncertain tax positions under financial expenses.

M. New Accounting Pronouncements

Income Taxes: In December 2023, the

FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements

for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business

entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling

items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of

income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes

other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business

entities, the amendments in this update are effective for annual periods beginning after December 15, 2025. Early adoption is permitted

for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be

applied on a prospective basis and retrospective application is permitted.

N. Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU

No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU

improves the disclosures about a public business entity’s expense and provides more detailed information about the types of expenses

in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter

alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense

caption (such as cost of sales, SG&A and research and development). Amounts remaining in relevant expense captions that are not separately

disclosed will be described qualitatively. Certain amounts that are already required to be disclosed under currently effective U.S GAAP

will be included in the same disclosure as the other disaggregation requirements. The amendments also require disclosing the total amount

of selling expenses and, in annual reporting periods, the definition of selling expenses. The ASU is effective for fiscal years beginning

after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company

is currently evaluating this ASU to determine its impact on the Company’s disclosures.

F-14

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (continue)

In July 2025, the FASB issued ASU 2025-05

“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

The ASU introduces a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current

contract assets arising from transactions accounted for under ASC 606. Under the practical expedient, when developing reasonable and supportable

forecast as part of estimating expected credit losses, an entity may assume that current conditions as of the balance sheet date do not

change for the remining life of the asset. The ASU is effective for annual reporting period beginning after December 15, 2025 and interim

reporting within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. The Company

is evaluating the impact of ASU 2025-05 on its financial statements if it elects to apply the practical expedient.

NOTE 3 –

LEASES

A. The components of operating lease expense for the period ended December

31, 2025 were as follows:

2025

Operating lease expense

Weighted-average remaining lease term

1/2 year

Weighted-average discount rate

8.7 %

B. Future minimum lease payments under non-cancellable leases as of December 31, 2025, are as follows:

2026

Total operating lease payments

Less: imputed interest

Present value of lease liabilities

F-15

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 4 -

PROPERTY AND EQUIPMENT, NET

Composition of assets and the accumulated

depreciation thereon, grouped by major classification and changes therein in 2025 are as follows:

December 31, 2025

Cost

Accumulated

Depreciation

Property and

equipment, Net

(USD in thousands)

Computers

Vehicles

Total

Depreciation expenses amounted

to $12 thousand for the year ended December 31, 2025.

NOTE 5

– SHORT TERM LOANS

December 31,

2025

Short term loans from Bank

Short term loans from Other

Long-term loan -current portion (note 7)

159

NOTE 6

– OTHER CURRENT LIABILITIES

December 31,

2025

Advances received from customer

Employees and payroll accruals

123

Other

222

Advances received from customers:

Opening balance

New advance payments

Amount recognized as revenue

(45 )

Foreign currency translation adjustment

Closing balance

F-16

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 7 –

LONG TERM LOANS

December 31,

2025

Long term loans from bank (*)

193

Long term loans from other (*)

Long-term loan -current

portion

(95 )

129

(*) Annual interest – 8%-11%

Maturities of

the loan as of December 31, 2025, were as follows:

Year ended December 31,

2026

2027

2028-2032

Total

224

NOTE 8

– LOANS FROM PARENT COMPANY

Loan from the parent company in NIS

and does not bear interest. Repayment date has not yet been determined.

NOTE 9

– STOCKHOLDERS’ EQUITY

Description of the rights attached

to the Shares in the Company:

Common stock:

The Ordinary shares confer upon their

holders the right to participate and vote in the shareholders` meetings of the Company and the right to participate in any distribution

of dividends.

F-17

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 10 - COST

OF SERVICES

Year ended

December 31

2025

Salaries and related expenses

Other expenses

150

226

NOTE 11 - RESEARCH

AND DEVELOPMENT EXPENSES

Year ended

December 31

2025

Salaries and related expenses

149

Other expenses

177

NOTE 12 - GENERAL

AND ADMINISTRATIVE EXPENSES

Year ended

December 31

2025

Salaries and related expenses

124

Professional services

Depreciation

Other expenses

274

F-18

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(U.S. dollars, except share and per share data)

NOTE 13 –

INCOME TAX

A. The statutory corporate tax rate in Israel is 23%. Israeli tax legislation provides for various tax benefits,

including accelerated depreciation for qualifying industrial companies under the Law for the Encouragement of Industry (Taxes), 1969,

and potential reduced tax rates under the Law for the Encouragement of Capital Investments, 1959, subject to meeting specified conditions

and generating taxable income in future periods. As of the reporting date, the Company has not assessed its eligibility to benefit from

these provisions.

The Company

has not received final tax assessments since its inception.

As of December

31, 2025, the Company has carried forward losses for tax purposes of approximately $455 thousand.

B. Deferred income taxes:

Deferred income taxes reflect the

net tax effects of temporary differences between the carrying amounts of assets for financial reporting purposes and the amounts used

for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

December 31,

2025

Deferred tax assets

Net operating losses carryforwards

105

Employees accruals

Research and developments

Gross deferred tax assets

154

Valuation allowance

(154 )

Total deferred tax assets, net

C. The reconciliations of the statutory

income tax rate and the Company’s effective income tax rate were as follows:

Year ended

December 31

2025

Israel Statutory income tax rate

23 %

Change in valuation allowance

(23 )%

Effective tax rate

0.0 %

F-19

ZORRONET LTD.

NOTES TO FINANCIAL STATEMENTS

(U.S. dollars, except share and per share data)

NOTE 13

– INCOME TAX (continue)

D. A reconciliation of the provision for income taxes to the amount computed by applying the 23% statutory

Israel income tax rate to income before income taxes for years

after the adoption of ASU 2023-09 is as follows:

Year ended

December 31

2025

Loss from continuing operation before income taxes

306

Israel statutory income tax rate

Income tax computed at the statutory income tax rate

Change in valuation allowance

(70

)

NOTE 14 –

RELATED PARTIES

Balances with related parties:

As of December 31,

2025

Other current liabilities

129

Short-term loans (see note 8)

117

NOTE 15 –

SUBSEQUENT EVENTS

The Company evaluated subsequent events through June 11,

2026, the date on which these financial statements were available to be issued. No subsequent events were identified that required adjustment

to or disclosure in the accompanying financial statements.

F-20

EX-99.2 — UNAUDITED CONDENSED FINANCIAL STATEMENTS OF ZORRONET AS OF MARCH 31, 2026 AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

EX-99.2

Filename: ea029340701ex99-2.htm · Sequence: 5

Exhibit 99.2

ZORRONET LTD.

CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2026

ZORRONET LTD.

INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2026

U.S. DOLLARS IN THOUSANDS

TABLE OF CONTENTS

Page

CONDENSED FINANCIAL STATEMENTS (unaudited):

Interim unaudited condensed balance sheets

Interim unaudited condensed statements of comprehensive loss

Interim unaudited condensed statements of stockholders’ deficit

Interim unaudited condensed statements of cash flows

Notes to interim unaudited condensed financial statements

5 - 7

_____________________

______________________________

_____________________

ZORRONET LTD.

INTERIM UNAUDITED

CONDENSED BALANCE SHEETS

(U.S. dollars in thousands,

except share and per share data)

March 31, 2026

December 31, 2025

Assets

Current Assets

Cash and cash equivalents

Accounts receivable

367

102

Other current assets

Total Current Assets

405

133

Operating lease right-of-use asset

Property and equipment, net

Total Assets

444

173

Liabilities and Stockholders’ Deficit

Current Liabilities

Short term loans

150

159

Accounts payable

Operating lease liability

Other current liabilities – related parties

407

129

Short-term loans from parent company

120

117

Other current liabilities

354

222

Total current liabilities

1,054

687

Long term loans

116

129

Total Liabilities

1,170

816

Stockholders’ Deficit

Common stock of NIS 0.01 par value each (“Common Stock”):

100,000 shares authorized as of March 31, 2026 and December 31, 2025; issued and outstanding 13,250 shares as of March 31, 2026 and December 31, 2025.

Other comprehensive loss

(61 )

(60 )

Accumulated deficit

(669 )

(587 )

Total Stockholders’ Deficit

(726 )

(643 )

Total liabilities and stockholders’ Deficit

444

173

The accompanying notes are an integral part

of these interim unaudited condensed financial statements.

ZORRONET LTD.

INTERIM UNAUDITED CONDENSED STATEMENTS OF COMPREHENSIVE

LOSS

(U.S. dollars in thousands, except share and per

share data)

Period ended

March 31,

2026

Revenues for services

Revenues for sales

261

351

Cost of services

(75 )

Cost of sales

(184 )

Gross profit

Research and development expenses

(78 )

General and administrative expenses

(88 )

Operating Loss

(74 )

Financial expenses, net

(8 )

Net Loss

(82 )

Translation to presentation currency

(1 )

Total loss and other comprehensive loss

(83 )

The accompanying notes are an integral part

of these interim unaudited condensed financial statements.

ZORRONET LTD.

INTERIM UNAUDITED CONDENSED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

(U.S. dollars in thousands, except share and per

share data)

Number of

Amount

Other

comprehensive

loss

Accumulated

deficit

Total

stockholders’

deficit

BALANCE AT DECEMBER 31, 2025

13,250

(60 )

(587 )

(643 )

Total comprehensive loss for the period

(1 )

(82 )

(83 )

BALANCE AT MARCH 31, 2026

13,250

(61 )

(669 )

(726 )

(*) represents amount less than $1 thousand

The accompanying notes are an integral

part of these interim unaudited condensed financial statements.

ZORRONET LTD.

INTERIM UNAUDITED CONDENSED STATEMENTS OF CASH

FLOWS

(U.S. dollars in thousands)

For the Three-

month period

ended March 31,

2026

CASH FLOWS FROM OPERATING ACTIVITIES:

Total net loss for the period

(82 )

Adjustments required to reconcile net loss for the period to net cash used in operating activities:

Depreciation

Interest expenses

Increase in accounts receivable

(264 )

Decrease in other current assets

Decrease in accounts payable

(34 )

Increase in other liabilities

131

Net cash used by operating activities

(217 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of short-term loans

(10 )

Proceeds from related parties

278

Repayment of long-term loans

(17 )

Net cash provided in financing activities

251

INCREASE IN CASH AND CASH EQUIVALENTS

Increase in Cash and Cash Equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Supplemental disclosure of cash flow information:

Cash transactions:

Interest

Taxes

The accompanying notes are an integral part

of these interim unaudited condensed financial statements.

ZORRONET LTD.

NOTES TO INTERIM UNAUDITED CONDENSED FINANCIAL

STATEMENTS

NOTE 1 –

GENERAL

A. ZorroNet Ltd. (the “Company”) is a private company incorporated in Israel on January 13, 2021.

The Company is engaged in the development

of artificial intelligence (AI)-based software solutions for defense, command-and-control (C2), and intelligence applications. The Company’s

platform integrates video analytics, drones, sensors, IoT systems and additional data sources into a unified real-time operational environment

designed to support monitoring, threat detection, situational awareness and operational decision-making.

The Company provides its solutions and

related services to governmental, defense, homeland security and commercial customers in Israel and internationally.

Israel –war

In October 2023, a large-scale terrorist

attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional

regional fronts and contributed to a period of heightened geopolitical and security instability in the region.

During 2024 and 2025, hostilities included

military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times,

resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities.

In September 2025, a ceasefire agreement

was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire

has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed

hostilities or broader regional escalation cannot be ruled out. More recently, on February 28, 2026, hostilities between Israel and Iran

escalated again. Israel, together with the United States, conducted a major joint military campaign of air and missile strikes against

targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. The situation remains highly

fluid, and management is unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued

impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time.

Given that the majority of the Company’s

operations are conducted in Israel, and that all members of the Company’s board of directors and management, as well as most employees,

consultants, and service providers, are located in Israel, the Company is directly affected by the economic, political, geopolitical,

and military conditions impacting the region. As of March 31, 2026, while ceasefire arrangements with Hamas, Lebanon and Iran were generally

in effect and large-scale military operations had subsided, the overall security environment in Israel and the surrounding region remained

unstable and unpredictable. Any further escalation or expansion of the conflict could negatively affect both regional and global conditions,

and may adversely impact the Company’s business, financial condition, and results of operations.

In April 2026, a ceasefire agreement

was reached; however, the ceasefire remains fragile and the overall security situation in Israel and the region continues to be uncertain.

ZORRONET LTD.

NOTES

TO INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 –

GENERAL

C. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As of March 31, 2026, the Company had $34 in cash and cash equivalents, $649 in negative working capital, stockholders’ deficit

of $726 and an accumulated deficit of $669. These conditions raise substantial doubt about the Company’s ability to continue as

a going concern. The Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions

and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been

secured. The Parent Company has expressed its intent to support the Company’s operations and to provide financial assistance as

needed. However, the extent and timing of such support are uncertain. Therefore, substantial doubt about the Company’s ability to

continue as a going concern remains.These financial statements do not include any adjustments that may be necessary should the Company

be unable to continue as a going concern.

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying condensed interim

balance sheet as of March 31, 2026 and the condensed interim statements of operations, changes in shareholders’ equity and cash

flows for the three month period ended March 31, 2026 are unaudited. These unaudited condensed interim financial statements have been

prepared in accordance with generally accepted accounting principles in the United States of America.

The unaudited condensed interim financial

statements contain all adjustments which, in the opinion of management, are necessary to present fairly, the financial information included

therein. It is suggested that these condensed interim financial statements be read in conjunction with the audited financial statements

and accompanying notes included in the Company’s report for the year ended December 31, 2025. Results for the interim periods presented

are not necessarily indicative of the results to be expected for the full year.

These financial statements should be

read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report for the year ended

December 31, 2025.

ZORRONET LTD.

NOTES

TO INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and

expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. As applicable to these financial

statements, the most significant estimates and assumptions relate to revenue recognition and valuation of accounts receivable. These estimates

and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an

ongoing basis using historical experience and other factors, including the current economic environment, which management believes to

be reasonable under the circumstances. Actual results could differ from those estimates.

During the period ended March 31, 2026, two customers accounted for approximately 45% and 11%, respectively,

of the Company’s total revenues.

NOTE 3 –

RELATED PARTIES

Balances with related parties:

As of

March 31,

2026

Other current liabilities (*)

407

Short- term loans

120

(*) The balance with a related party represents a non-interest

bearing current account, payable on demand.

NOTE 4 –

SUBSEQUENT EVENTS

The Company evaluated subsequent events through June 11,

2026, the date on which these financial statements were available to be issued. No subsequent events were identified that required adjustment

to or disclosure in the accompanying financial statements.

EX-99.3

Filename: ea029340701ex99-3.htm · Sequence: 6

Exhibit 99.3

DR. FRUCHT SYSTEMS LTD.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

F-1

DR. FRUCHT SYSTEMS LTD.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

TABLE OF CONTENTS

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-3

FINANCIAL STATEMENTS:

Balance Sheets as of December 31, 2025 and December 31, 2024

F-4

Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024

F-5

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024

F-6

Statements of Cash Flows for the years ended December 31, 2025 and 2024

F-7

Notes to Financial Statements

F-8 – F-16

F-2

INDEPENDENT AUDITORS’ REPORT

To the Stockholders of Dr. Frucht Systems Ltd.

Opinion

We have audited the financial statements of Dr.

Frucht Systems Ltd. (the Company), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements

of comprehensive loss, changes in stockholders’ deficit, and cash flows for the two years then ended, and the related notes to the financial

statements.

In our opinion, the accompanying financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its

operations and its cash flows for each year then ended in accordance with accounting principles generally accepted in the United States

of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern. As discussed in Note 1C to the financial statements, the

Company has incurred losses from operations, negative cash flows from operations, and an accumulated deficit, which raise substantial

doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described

in Note 1C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion

is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Ziv Haft

Certified Public Accountants (Isr.)

BDO Member Firm

This is our first year serving as the Company’s

auditor

June 11, 2026

Tel Aviv, Israel

F-3

DR. FRUCHT SYSTEMS LTD.

BALANCE SHEETS

(USD in thousands)

December 31,

2025

2024

ASSETS

Current assets

Cash and cash equivalents

Bank deposits

Trade receivable

108

Other receivable

141

Non- current assets

Property and equipment, net

Total Assets

145

100

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Current maturities of loans (Note 4)

Trade payables

Accrued compensation- related parties (Note 5)

400

297

Related party’s loans (Note 5)

364

208

Other payables

837

635

Non- current liabilities

Loans from bank, fund and other net, of current maturities (Note 4)

154

Accrued severance

Total liabilities

1,004

754

COMMITMENTS AND CONTINGENCIES (Note 6)

Stockholders’ deficit (Note 7)

Common stock of NIS 1 par value each: 6,000 shares authorized as of December 31, 2025 and 2024; issued and outstanding 6,000 shares as of December 31, 2025 and 2024.

Other comprehensive loss

(87 )

(1 )

Accumulated deficit

(774 )

(655 )

Total Stockholders’ deficit

(859 )

(654 )

Total liabilities and stockholders’ deficit

145

100

The accompanying notes are an integral part

of the financial statements.

F-4

DR. FRUCHT SYSTEMS LTD.

STATEMENTS OF COMPREHENSIVE LOSS

(USD in thousands)

Year ended

December 31

2025

2024

Revenues (Note 8)

292

Research and development expenses (Note 9)

(262 )

(118 )

General and administrative expenses (Note 10)

(126 )

(108 )

Operating Loss

(96 )

(136 )

Financial expenses, net

(28 )

(20 )

Other income

Net Loss

(119 )

(156 )

Other comprehensive loss

(86 )

(1 )

Net loss and total comprehensive loss

(205 )

(157 )

The accompanying notes are an integral part

of the financial statements.

F-5

DR. FRUCHT SYSTEMS LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(USD in thousands)

Number of Shares

Amount

Accumulated other comprehensive losses

Accumulated deficit

Total stockholders’ deficit

BALANCE AT DECEMBER 31, 2023

6,000

(499 )

(497 )

Comprehensive loss

(1 )

Net loss

(156 )

BALANCE AT DECEMBER 31, 2024

6,000

(1 )

(655 )

(654 )

Comprehensive loss

(86 )

Net loss

(119 )

BALANCE AT DECEMBER 31, 2025

6,000

(87 )

(774 )

(859 )

(*) represents amount less than $1 thousand.

The accompanying notes are an integral part

of the financial statements.

F-6

DR. FRUCHT SYSTEMS LTD.

STATEMENTS OF CASH FLOWS

(USD in thousands)

Year ended

December 31

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

(119 )

(156 )

Adjustments required to reconcile net loss for the year to net cash used in operating activities:

Depreciation

Interest expenses

Change in accrued severance

(20 )

Decrease (increase) in trade receivable

(100 )

Decrease (increase) in other current assets

(4 )

Decrease in trade payables

(22 )

(16 )

Increase in accrued compensation- related parties

Decrease in other payables

(4 )

Net cash used in operating activities

(170 )

(64 )

CASH FLOWS FROM INVESTMENT ACTIVITIES:

Decrease in bank deposit

(15 )

Net cash used in investment activities

(15 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Short term loan from bank, net

(47 )

Loans from related party, net

121

(10 )

Proceeds from loans

Net cash provided by financing activities

116

110

Net increase (decrease) in cash and cash equivalents

(54 )

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

The accompanying notes are an integral part

of the financial statements.

F-7

DR. FRUCHT SYSTEMS LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands)

NOTE 1 –

GENERAL

A. Dr. Frucht Systems ltd. (“the Company” or “DFSL”) is a private company incorporated

in Israel in 1995. The Company specializes in the development, production and marketing of advanced homeland security and defense solutions

based on proprietary LADAR (Laser Radar)–based detection systems for security, defense, and critical infrastructure applications.

Its technology combines laser-based sensing with proprietary AI algorithms to detect and respond to both UAV and ground-based intruders.

DFSL’s

technology is deployed across four primary application areas: counter-UAS (drone detection and response), perimeter and border security

(“virtual fencing”), wide-area 360-degree surveillance, and rail and metro safety systems. The platform has been deployed

in both pilot and operational environments where reliable, low false-alarm detection is critical, including transportation infrastructure

and defense-related settings. The Company develops and manufactures laser radar sensors, perimeter protection systems, drone detection

technologies, virtual fencing solutions and related security applications for critical infrastructure, military facilities, airports,

ports, correctional facilities and other sensitive sites worldwide.

On March 31,

2026, BiomX Inc. (“BiomX”) and Mandragola entered into an option and undertaking agreement pursuant to which BiomX was granted

an exclusive and irrevocable option to acquire Mandragola’s equity interests in the Company. On April 13, 2026, BiomX exercised

the option and entered into, and simultaneously closed, a stock purchase and assignment agreement with Mandragola pursuant to which BiomX

acquired shares representing 60% of the Company’s issued and outstanding voting share capital on a fully diluted basis. The remaining

40% of the Company’s issued and outstanding voting share capital is held by Dr. Frucht Isak Yaakov (“Stockholder”). Mandragola

committed to provide, or make available, a credit line to support DFSL’s operations, in an amount and on terms to be mutually agreed upon.

In Q1 2026, Mandragola provided the Company $100 thousand as a credit line. As of the date of issuance of these financial statements,

the interest terms and repayment schedule had not yet been determined.

The Company

has previously received grants from the Israel Innovation Authority (“IIA”) in connection with the development of its anti-drone

technology. Accordingly, the transfer of ownership and control of the Company contemplated by the transaction is subject to the written

confirmation and approval of the IIA. As of the date of approval of these financial statements, such approval had not been obtained.

Israel –war

In October 2023, a large-scale terrorist

attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas, which subsequently expanded to additional regional

fronts and contributed to heightened geopolitical and security instability in the region.

During 2024, 2025 and into 2026, hostilities

included military activity involving Lebanon and Iran and, at times, resulted in temporary disruptions to the Company’s operations

in Israel. Although ceasefire arrangements were reached at various times, including in April 2026, the security situation in Israel and

the surrounding region remains fragile and unpredictable.

Because the majority of the Company’s

operations, management, directors and personnel are located in Israel, the Company is directly affected by economic, political and military

conditions in the region. As of the date of these financial statements, management cannot reasonably estimate the extent to which any

further escalation or renewed hostilities may impact the Company’s business, financial condition and results of operations.

F-8

DR. FRUCHT SYSTEMS LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands)

NOTE 1 –

GENERAL (Cont.)

Going Concern

The

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

of liabilities in the ordinary course of business.

The

Company is an established business that generates revenues from its existing products and developments. In recent periods, the Company

commenced new development activities, including drone detection technologies, which resulted in increased research and development expenses.

As a result, the Company incurred losses and negative cash flows from operating activities. As of December 31, 2025, the Company had an

accumulated deficit of $774 thousand. These conditions raising substantial doubt about the Company’s ability to continue as a going

concern within one year after the date that these financial statements are issued.

In accordance

with ASC 205-40, management evaluated whether its plans alleviated the substantial doubt. Such plans included Mandragola’s commitment

to provide a credit line to support the Company’s operations as detailed in Note 1A, and the agreement with the Stockholder and

his spouse, entered following the SPA described in Note 5, pursuant to which they waived their rights to payment of accrued compensation.

However, management concluded that these plans do not fully alleviate the substantial doubt about the Company’s ability to continue

as a going concern within one year after the date these financial statements are issued.

These

factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared

on a going concern basis and do not include any adjustments that may result from the outcome of such circumstances.

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared

in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

A. Use of estimates in the preparation of financial statements

The preparation of financial statements

in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. As applicable

to these financial statements, the most significant estimates and assumptions relate to revenue recognition, valuation of accounts receivable

and inventories. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its

estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment,

which management believes to be reasonable under the circumstances. Actual results could differ from those estimates.

F-9

DR. FRUCHT SYSTEMS LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (Cont.)

B. Functional currency

The functional currency of the Company

is New Israel Shekel (“NIS”). Most of the Company’s costs are denominated and determined in NIS. Management believes

that the NIS is the currency in the primary economic environment in which the company operates. Thus, the functional currency of the Company

is the NIS.

The financial statements are presented

in US dollars.

The records of the operations were

maintained in NIS and translated to the US dollar as follows: assets and liabilities are translated using the balance sheet period-end

date exchange rate. Expenses and income are translated using the weighted average exchange rates for the reporting period. The net exchange

difference that arises from the translation as described above, is recorded as a foreign currency translation reserve and presented in

equity. The periodic changes in the foreign currency translation reserve are recorded as other accumulated comprehensive income (loss).

C. Cash and cash equivalents

Cash equivalents are short-term highly

liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals

or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

D. Trade Receivables

Trade receivables are recognized when

the Company has an unconditional right to consideration and recorded at the amount billed or billable to customer. Trade receivables are

stated net of an allowance for expected credit losses, if any. In accordance with ASC 326, the Company evaluates its accounts receivable

for expected credit losses on a collective or individual basis, as appropriate, based on historical experience, current conditions, and

reasonable and supportable forecasts.

For the year ended December 31, 2025,

one customer accounted for 100% of the Company’s revenues. For the year ended December 31, 2024, the same customer accounted for

approximately 55% of the Company’s revenues.

As of December 31, 2025, all the Company’s

trade receivables were due from this customer and were collected in January 2026.

E. Fair Value

The carrying amounts of cash, accounts

receivable, accounts payable, accrued expenses, other current liabilities and bank borrowings approximate fair value due to the short-term

nature of such instruments or because the related instruments bear interest at rates that approximate current market rates. The Company

had no assets or liabilities measured at fair value on a recurring or nonrecurring basis as of December 31, 2025 and 2024.

F. Severance pay

All the Company’s employees, besides

one, have been signed on Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”). Pursuant to Section 14, the

Company’s employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made

on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future severance liabilities in respect

of those employees. Neither severance pay liability nor severance pay fund under Section 14 are recorded in the Company’s balance sheets.

As to the employee that has not signed the Section 14 clause, the Company contributes the on-going contributions on monthly basis.

F-10

DR. FRUCHT SYSTEMS LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (Cont.)

G. Revenue recognition

The Company recognizes revenue in accordance

with ASC 606, Revenue from Contracts with Customers, when control of the promised products or services is transferred to the customer

in an amount that reflects the consideration to which the Company expects to be entitled.

Identification of Performance Obligations

and Allocation of Transaction Price

The Company’s contracts with

customers often include multiple promises, such as the sale of hardware systems, perpetual software licenses, installation services, and

ongoing technical and warranty support. For these bundled arrangements, the Company assesses at contract inception whether the promised

goods or services are distinct performance obligations. A promised good or service is considered distinct if the customer can benefit

from it on its own or with other readily available resources, and the promise to transfer it is separately identifiable from other promises

in the contract.

If an arrangement contains multiple

distinct performance obligations, the total transaction price is allocated to each performance obligation based on the relative stand-alone

selling price (“SSP”) of each underlying good or service. The Company determines SSP based on the prices charged for the goods

or services when sold separately. If SSP is not directly observable, the Company estimates it using an expected cost-plus-margin approach

or, in limited circumstances, a residual technique.

Timing of Revenue Recognition

Revenue from maintenance,

technical support and warranty support services is recognized over time as the services are performed. For these contracts the

Company applies the practical expedient in ASC 606-10-55-18 because it has a right to invoice an amount that corresponds directly

with the value transferred to the customer. These services are generally billed based on fixed periodic amounts or actual services

performed, which reasonably reflects the value of the Company’s performance completed to date.

Revenue from sale of systems,

perpetual software licenses and related products is recognized at a point in time when or as control transfers to the customer,

depending on the nature of the applicable performance obligations and the terms of the underlying arrangements. If an arrangement

includes significant installation services that are determined to be distinct, revenue for the installation is recognized as the

services are performed.

Additionally, in December 2025, the

Company entered into an agreement transferring software assets and patents, and granting exclusive global commercialization rights for

its metro rail technology - Metro Software to its main customer as detailed in Note 2B. The agreement also includes ongoing support and

personnel services through July 2026. The Company identified multiple performance obligations and allocated the transaction price based

on relative stand-alone selling prices. Revenue for the asset transfers and exclusive rights was recognized at a point in time in

December 2025 upon transfer of control. Revenue for the ongoing services is being recognized over time as rendered.

F-11

DR. FRUCHT SYSTEMS LTD.

NOTES TO FINANCIAL STATEMENTS

(USD in thousands)

NOTE 2

– SIGNIFICANT ACCOUNTING POLICIES (Cont.)

H. Income taxes

Income taxes are accounted for under

the asset and liability method in accordance with ASC 740. Deferred tax assets and liabilities are recognized for temporary differences

between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply when such differences

reverse. A valuation allowance is recorded when necessary to reduce deferred tax assets to amounts more likely than not to be realized.

The Company recognizes uncertain tax

positions in accordance with ASC 740-10. Interest and penalties, if any, are recognized as a component of income tax expense

I. New Accounting Pronouncements