Form 8-K

8-K — BiomX Inc.

Accession: 0001213900-26-082025

Filed: 2026-07-28

Period: 2026-07-27

CIK: 0001739174

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

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0299423-8k_biomx.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 AND WAIVER TO PROMISSORY NOTE, DATED AS OF JULY 24, 2026, BY AND BETWEEN BIOMX INC. AND WATER IO LTD (ea029942301ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 27, 2026

BIOMX INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38762

82-3364020

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS

Employer

Identification Number)

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. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

As previously disclosed, on April 10, 2026, BiomX Inc. (the “Company”) completed the acquisition of ZorroNet Ltd. (“Zoronet”),

and, as part of the consideration therefor, issued to Water IO Ltd. (“Water IO”), the former owner of Zorronet, a promissory

note in the original principal amount of $1,250,000, with an original maturity date of July 10, 2026 (the “Note”).

On July 27, 2026, the Company and Water IO entered into Amendment No. 1 and Waiver, dated as of July 24, 2026, to the Note (the “Amendment”) pursuant

to which (i) the maturity date of the Note was extended from July 10, 2026 to November 1, 2026; (ii) the Company agreed to pay $250,000

of principal within two business days after execution of the Amendment, and the remaining principal in four equal monthly installments

of $250,000 each on August 1, September 1, October 1 and November 1, 2026, with the outstanding balance continuing to bear interest at

the short-term Applicable Federal Rate payable with the final installment; (iii) in full satisfaction of interest accrued through the

date of the Amendment and as consideration for the delay in payment and the waiver and extension, the Company agreed to issue to Water

IO 800,000 restricted shares of common stock, subject to clearance of an additional listing application with the NYSE American and written

confirmation by each party of its corporate approvals, with an August 31, 2026 longstop after which such amount is payable in cash and

no shares will be issued; and (iv) Water IO irrevocably waived, retroactively to the original maturity date, any default, event of default

or right of acceleration arising from the non-payment of the Note at its original maturity date, and confirmed that the Note has not been

accelerated.

An independent member of the Company’s Board of Directors also serves as an independent director of Water IO. The Amendment was

approved by the Company’s Board of Directors, including the Audit Committee, in accordance with the Company’s related person

transaction policy, with the interested director abstaining.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached

hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The shares of common stock issued pursuant to the Amendment will be issued without registration under the Securities Act of 1933, as amended,

in reliance upon the exemption from registration provided by Section 4(a)(2) thereof and/or Regulation S thereunder, and will constitute

restricted securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amendment No. 1 and Waiver to Promissory Note, dated as of July 24, 2026, by and between BiomX Inc. and Water IO Ltd.

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: July 28, 2026

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

EX-10.1 — AMENDMENT NO. 1 AND WAIVER TO PROMISSORY NOTE, DATED AS OF JULY 24, 2026, BY AND BETWEEN BIOMX INC. AND WATER IO LTD

EX-10.1

Filename: ea029942301ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1 AND WAIVER TO PROMISSORY NOTE

This

Amendment No. 1 and Waiver (this “Amendment”), dated as of July 24, 2026, is entered into by and between BiomX Inc., a Delaware

corporation (the “Maker”), and Water IO Ltd., a company organized under the laws of the State of Israel (the “Holder”),

with respect to the Promissory Note, dated April 10, 2026, in the original principal amount of $1,250,000, issued by the Maker to the

Holder (the “Note”) as part of the consideration under the Share Purchase Agreement relating to the acquisition of ZorroNet

Ltd. Capitalized terms used but not defined herein have the meanings ascribed to them in the Note.

Extension of Maturity. The Maturity Date of the Note is hereby extended from July 7, 2026 to November 1, 2026, the date of the final

installment under Section 3. All references in the Note to the Maturity Date shall refer to the Maturity Date as so extended.

Immediate Payment. Within two (2) business days after the date of this Amendment, the Maker shall pay to the Holder $250,000 in cash

on account of the principal amount of the Note.

Monthly Installments. The remaining principal amount of the Note shall be repaid in cash in four (4) equal monthly installments of $250,000

each, on August 1, 2026, September 1, 2026, October 1, 2026 and November 1, 2026.

Share Issuance. In full satisfaction of all interest accrued on the Note through the date of this Amendment, and as consideration for

the delay in payment of the Note and the waiver and extension provided herein, the Maker shall issue to the Holder 800,000 shares of

the Maker’s common stock, par value $0.0001 per share (the “Common Stock”), promptly upon, and subject to, (a) clearance

of any additional listing application required by the NYSE American and (b) the confirmations contemplated by Section 7. The remaining

principal balance shall continue to bear interest at the short-term Applicable Federal Rate, payable with the final installment.

Securities Matters. Any shares of Common Stock issued pursuant to Section 4 will be issued without registration under the Securities

Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided by Section 4(a)(2) thereof and/or

Regulation S thereunder, will constitute “restricted securities” within the meaning of Rule 144 under the Securities Act,

and will bear customary restrictive legends. The Holder represents and warrants that it will acquire any such shares for its own account,

for investment and not with a view to distribution, and that it is either an “accredited investor” within the meaning of

Regulation D under the Securities Act or not a “U.S. person” within the meaning of Regulation S. Nothing herein grants the

Holder any registration rights.

Waiver. The Holder hereby irrevocably waives, effective retroactively to July 7, 2026, any default, event of default or right of acceleration

arising from or relating to the non-payment of the Note at the original Maturity Date, and confirms that the Note has not been accelerated

and that no default or event of default exists under the Note as of the date hereof after giving effect to this Amendment.

Corporate Approvals; Effectiveness. Sections 1, 2, 3 and 6 of this Amendment are effective upon execution and are not subject to any

condition. Section 4 shall become operative upon the later of (a) clearance of any additional listing application required by the NYSE

American and (b) delivery by each party to the other of written confirmation (email sufficing) that all corporate approvals required

on its part for the issuance and acceptance of the shares, including, in the case of the Holder, any approvals required under the Israeli

Companies Law, 5759-1999, have been obtained. If such confirmations have not been delivered by August 31, 2026, the interest accrued

on the Note through the date of this Amendment shall instead be payable in cash with the final installment, and the share issuance under

Section 4 shall not occur.

Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Amendment (other than,

in the case of Section 4, as provided in Section 7) have been duly authorized by all necessary corporate action of such party, and that

this Amendment constitutes the valid and binding obligation of such party, enforceable against it in accordance with its terms.

Ratification; No Novation. Except as expressly amended hereby, the Note remains unmodified and in full force and effect and is hereby

ratified and confirmed in all respects. This Amendment does not constitute a novation of the Note or of any obligation thereunder.

10.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws governing the Note.

11.

Counterparts. This Amendment may be executed in counterparts, including by electronic signature and by exchange of signed copies in .pdf

form by electronic mail, each of which shall be deemed an original and all of which together shall constitute one instrument.

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

WATER IO LTD.

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

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