Form 8-K

8-K — BiomX Inc.

Accession: 0001213900-26-042811

Filed: 2026-04-13

Period: 2026-04-13

CIK: 0001739174

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

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0285293-8k_biomx.htm (Primary)

EX-4.1 — UNSECURED CONVERTIBLE PROMISSORY NOTE, DATED APRIL 6, 2026, ISSUED BY BIOMX INC. TO MANDRAGOLA LTD. IN THE PRINCIPAL AMOUNT OF $3,000,000 (ea028529301ex4-1.htm)

EX-4.2 — PRE-FUNDED WARRANT, DATED APRIL 6, 2026, ISSUED BY BIOMX INC. TO MANDRAGOLA LTD (ea028529301ex4-2.htm)

EX-4.3 — FIVE YEAR WARRANT, DATED APRIL 6, 2026, ISSUED BY BIOMX INC. TO MANDRAGOLA LTD (ea028529301ex4-3.htm)

EX-10.1 — STOCK PURCHASE & ASSIGNMENT AGREEMENT, DATED APRIL 13, 2026, BY AND BETWEEN BIOMX INC. AND MANDRAGOLA LTD (ea028529301ex10-1.htm)

EX-99.1 — PRESS RELEASE ISSUED ON APRIL 13, 2026 (ea028529301ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0285293-8k_biomx.htm · Sequence: 1

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0001739174

2026-04-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 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, DE 19904

(Address of principal executive offices)

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 to 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

Background

As previously disclosed in the Current Report

on Form 8-K filed by BiomX Inc., a Delaware corporation (“BiomX” or the “Company”) with the Securities and Exchange

Commission (the “SEC”) on April 1, 2026 (the “Prior 8-K”), the Company entered into an Option and Undertaking

Agreement dated March 31, 2026 (the “Option Agreement”) with Mandragola Ltd, a company formed under the laws of the State

of Israel (“Mandragola”), pursuant to which the Company was granted an exclusive and irrevocable option (the “Option”)

to purchase 100% of Mandragola’s shareholdings in DR. Frucht Systems Ltd., an Israeli company (“DFSL”). The terms and

conditions of the Option Agreement and the related transaction documents were described in the Prior 8-K, which description is incorporated

herein by reference.

Stock Purchase & Assignment Agreement

On April 13, 2026, the Company entered into

and simultaneously closed on a Stock Purchase & Assignment Agreement (the “SPA”) with Mandragola, pursuant to which

the Company exercised the Option and purchased from Mandragola 100% of Mandragola’s shareholdings in DFSL, representing 60% of

the issued and outstanding voting equity capital of DFSL on a fully diluted basis (the “Purchased Shares”). The closing

of the SPA occurred simultaneously with its execution and delivery.

In consideration for the Purchased Shares, the

Company agreed to the following consideration to Mandragola:

(i) a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000),

of which Four Hundred Fifty Thousand ($450,000) was advanced by the Company;

(ii) the issuance of an unsecured convertible promissory note in the principal

amount of Three Million Dollars ($3,000,000) (the “Note”), convertible solely at the option of the Company into shares of

the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a per share conversion rate of $12.00,

in the form attached hereto as Exhibit 4.1;

(iii) the issuance of 923,000 shares of the Common Stock;

(iv) the issuance of pre-funded warrants exercisable for 923,000 shares

of Common Stock at a per share exercise price of $12.00, in the form attached hereto as Exhibit 4.2 (the “Pre-Funded Warrants”);

and

(v) the issuance of a five-year warrant exercisable for 3,692,000 shares

of Common Stock at a per share exercise price of $12.00, in the form attached hereto as Exhibit 4.3 (the “Five Year Warrant”).

The shares of Common Stock and the Common Stock

issuable upon conversion of the Note and exercise of the Pre-Funded Warrants and Five Year Warrant is subject to obtaining approval of

the Company’s stockholders (“Stockholder Approval”) as required by the applicable rules and regulations of the NYSE

American LLC. The Company intends to use commercially reasonable efforts to obtain Stockholder Approval within one hundred twenty (120)

days following the closing of the SPA.

Revenue Bonus

As additional consideration, the Company agreed

that in the event that DFSL records annual revenues of Twenty-Five Million Dollars ($25,000,000) or more in any fiscal year on or after

fiscal year 2027, Mandragola shall be entitled to a bonus payment equal to five percent (5%) of such recorded annual revenues for such

fiscal year. The bonus is payable, at the sole discretion of the Company, in restricted shares of Common Stock (valued at the volume-weighted

average price for the ten (10) trading days immediately preceding the date of payment) or cash, within sixty (60) days following the completion

of DFSL’s audited financial statements for the applicable fiscal year.

Credit Line Undertaking

Mandragola also agreed to provide to the Company

a credit line in an amount and on terms to be mutually agreed upon, to be utilized for the development and expansion of the business of

DFSL and the payment of DFSL’s third-party debts.

About DFSL

DFSL is a developer of 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. Founded in 1995 by Dr. Yaacov Frucht,

a former senior research leader at Rafael Advanced Defense Systems, DFSL builds on defense-originated laser radar technology adapted for

civilian and homeland security use. 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.

As a result of the closing of the SPA, DFSL has

become a majority-owned operating subsidiary of the Company.

The above descriptions of the SPA, the Note, the Pre-Funded Warrants and the Five Year Warrant do not purport to be complete and are qualified in

their entirety by reference to these instruments, copies of which are attached hereto as Exhibits 10.1, 4.1, 4.2 and 4.3,

respectively, and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Items 1.01 and

2.01 of this Current Report on Form 8-K is incorporated herein by reference.

The 923,000 shares of Common Stock, the Note,

the Pre-Funded Warrants, and the Five Year Warrant issued or issuable to Mandragola, as well as the shares of Common Stock issuable upon

conversion of the Note and exercise of the Pre-Funded Warrants and the Five Year Warrant, were offered and sold, or will be offered and

sold, in a transaction not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”), and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act

or applicable state securities laws. Accordingly, such securities may not be reoffered or resold in the United States except pursuant

to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable

state securities laws.

Item 7.01 Regulation FD Disclosure

On April 13, 2026, the Company issued a press

release announcing the execution and delivery of the stock purchase agreement to purchase Nimbus. A copy of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained

in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific

reference in such a filing.

Forward Looking Statements

This Current Report on Form 8-K contains express

or implied “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private

Securities Litigation Reform Act of 1995, including statements with respect to: the expected integration of DFSL as a majority-owned operating

subsidiary of the Company, the filing and effectiveness of any registration statement, the intention to seek stockholder approval for

the issuance of shares of Common Stock upon conversion and exercise of the securities issued to Mandragola, the future business prospects

of DFSL, and the expected provision of a credit line by Mandragola. Forward-looking statements can be identified by words such as: “continue,”

“intend,” “target,” “believe,” “expect,” “will,” “may,” “might,”

“anticipate,” “estimate,” “would,” “positioned,” “future,” “could,”

“should,” “plan,” “potential,” “predict,” “project,” and other similar expressions

that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are neither

historical facts nor assurances of future performance. Instead, they are based only on the Company’s management’s current

beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,

risks and changes in circumstances that are difficult to predict and many of which are outside of BiomX’s control. Actual results

and outcomes may differ materially from those indicated in the forward-looking statements, as a result of various important factors, including

risks and uncertainties related to the successful integration of DFSL, the receipt of IIA approval for the change of control of DFSL,

the failure to obtain stockholder approval, changes in applicable laws or regulations, and the possibility that BiomX may be adversely

affected by other economic, business, and/or competitive factors. Therefore, investors should not rely on any of these forward-looking

statements and should review the risks and uncertainties described under the caption “Risk Factors” in BiomX’s Annual

Report on Form 10-K filed with the SEC on February 19, 2026, and additional disclosures BiomX makes in its other filings with the SEC,

which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this Current Report

on Form 8-K, and except as provided by law BiomX expressly disclaims any obligation or undertaking to update forward-looking statements,

whether as result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing

the Company’s views as of any date subsequent to the date hereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

4.1

Unsecured Convertible Promissory Note, dated April 6, 2026, issued by BiomX Inc. to Mandragola Ltd. in the principal amount of $3,000,000

4.2

Pre-Funded Warrant, dated April 6, 2026, issued by BiomX Inc. to Mandragola Ltd.

4.3

Five Year Warrant, dated April 6, 2026, issued by BiomX Inc. to Mandragola Ltd.

10.1

Stock Purchase & Assignment Agreement, dated April 13, 2026, by and between BiomX Inc. and Mandragola Ltd.

99.1

Press Release Issued on April 13, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL documents)

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.

April 13, 2026

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

EX-4.1 — UNSECURED CONVERTIBLE PROMISSORY NOTE, DATED APRIL 6, 2026, ISSUED BY BIOMX INC. TO MANDRAGOLA LTD. IN THE PRINCIPAL AMOUNT OF $3,000,000

EX-4.1

Filename: ea028529301ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS NOTE AND ANY SHARES ACQUIRED UPON CONVERSION

OF THIS NOTE OR ANY PORTION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR

ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A)

AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ACCETABLE TO

COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF

THE ACT AND ANY APPLICABLE STATE SECURITIES LAW.

$3,000,000

April 13, 2026

BIOMX INC

(a Delaware corporation)

UNSECURED CONVERTIBLE PROMISSORY NOTE

BIOMX, INC., a Delaware corporation (the

“Company”), for value received and intending to be legally bound, hereby promises to pay to the order of MANDRAGOLA

LTD., a company formed under the laws of the State of Israel or its assigns (the “Holder”), the principal amount

of THREE MILLION Dollars ($3,000,000) (the “Principal Amount”) on or before April 13, 2029 (the “Maturity Date”),

together with interest thereon at the rate of 9% per annum (the “Interest”), as set forth herein (the “Note”).

This Note is being issued under and pursuant to the terms of the Option Agreement, dated the date hereof by and between the Company and

the Holder.

1. Convertible Note: By accepting

this Note, the Holder hereby acknowledges that this Note and the shares issuable upon conversion of this Note has not been registered

under the Securities Act of 1933, as amended, or any state securities laws and Holder represents for itself and its legal representative

that it is acquiring this Note and will acquire any shares issued upon conversion hereof, for its own account, for investment purposes

only and not with a view to, or for sale in connection with, any distribution of such securities and Holder agrees to reaffirm, in writing,

this investment representation at the time of exercise of the conversion right set forth herein.

2. Principal and Interest Payment: The

Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the simple

interest rate of 9% per annum, computed on the basis of a 365-day year, commencing on the date hereof. For so long as any Event of Default

(as defined below) exists under this Note, interest shall accrue on the outstanding principal balance hereof at the rate of twelve percent

per annum unless such rate exceeds the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Noteholder

in accordance with terms of the law of the State of Delaware.

3. Unsecured Obligation: The obligations

of the Company under this Note are unsecured.

4. Conversion of Note: (a) Subject

to and upon compliance with the provision of this Section 4c and to the Minimum 10 day VWAP (as defined below), solely at the option of

the Company, at any time on or before the Maturity Date the unpaid principal and interest balance of the Note may be converted in whole

or in part, into fully-paid and non-assessable shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”)

at the conversion rate equal to $12.00 per share, except as otherwise adjusted below (the “Conversion Price”). The conversion

date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon conversion of the entire principal balance,

the principal represented thereby shall be canceled. Such conversion shall be effectuated by the Holder submitting to the Company a notice

of conversion attached hereto as Exhibit “1” (the “Conversion Notice”). The Conversion Notice shall state the

dollar amount thereof to be so converted and shall include or be accompanied by representations as to the Holder’s investment intent

substantially similar to those contained in this Note. Shares issuable upon conversion of the Note shall be issued in the name of the

Holder and shall be transferrable only in accordance with all of the terms and restrictions contained herein.

As used herein, the term Minimum 10 day VWAP shall

mean that average VWAP of the Company’s publicly traded common stock for the 10 trading days preceding the date of the submission

of the notice of conversion shall be at $12 or more.

(b) Fractional Shares: No

fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share

which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment

in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole

share.

Limitations: The Company shall not effect any conversion of this Note, and Holder shall not have the right to

convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of

Conversion, the Holder (together with the Holder’s Affiliates, and any persons acting as a group together with the Holder or

any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).

For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates

shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is

being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining,

unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion

of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise

analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the

preceding sentence, for purposes of this Section 4(c), beneficial ownership shall be calculated in accordance with Section 13(d) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated

thereunder. To the extent that the limitation contained in this Section 4(c) applies, the determination of whether this Note is

convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this

Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to

be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder

together with any affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial

Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it

delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the

Company shall have no obligation to verify or confirm the accuracy of such above shall be determined in accordance with Section

13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(c), in determining

the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated

in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the

case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the

Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of Holder,

the Company shall within two trading days confirm orally and in writing to the Holder the number of shares of Common Stock then

outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such

number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the

number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable

upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may

increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(c). Any such increase or decrease will not be

effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(c) to

correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership

Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The

limitations contained in this paragraph shall apply to a successor holder of this Note. For purposes of this Section

“Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled

by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act of

1933, as amended (the “Act”).

(d) Subdivision or Combination: Whenever

the Company shall subdivide or combine the outstanding shares of Common Stock issuable upon conversion of this Note, the Conversion Price

in effect immediately prior to such subdivision or combination and the number of shares issuable under the Note shall be proportionately

decreased in the case of subdivision or increased in the case of combination effective at the time of such subdivision or combination.

(e) Reclassification or Change: Whenever

any reclassification or change of the outstanding shares of Common Stock shall occur (other than a change in par value, or from par value

to no par, or from no par to par value, or as a result of a subdivision or combination), effective provision shall be made whereby the

Holder shall have the right, at any time thereafter, to receive upon conversion of the Note the kind of stock, other securities or property

receivable upon such reclassification by a holder of the number of share of Common Stock issuable upon conversion of this Note immediately

prior to such reclassification. Thereafter, the rights of the parties hereto with respect to the adjustments of the amount of securities

or other property obtainable upon conversion of this Note shall be appropriately continued and preserved, so as to afford as nearly as

may be possible protection of the nature afforded by this subparagraph (e).

(f) Merger: If, prior

to repayment of the obligations relevant hereto, or prior to conversion of this Note into equity in the Company, the Company shall be

consolidated or merged with another company, or substantially all of its assets shall be sold to another company in exchange for stock

wit the view to distributing such stock to its shareholders, each share of stock into which this Note is convertible shall be replaced

for the purposes hereof by a pro rata amount of the securities or property issuable or distributable, based upon percentage of the Company’s

common stock which a Holder would have owned had there been a conversion herein after consummation of such merger, consolidation or sale

and adequate provision to that effect shall be made at the time thereof. The Company will provide the Holder at least thirty (30) days

prior written notice of any event described in this subsection (f).

5. Reservation of Common Shares: The

Company shall take or has taken all steps necessary to reserve a number of its authorized but unissued Common Stock sufficient for issuance

upon conversion of this Note pursuant to the provisions included hereinabove.

6. Securities Laws and Restrictions: This

Note and the Common shares issuable upon conversion have not been registered for sale under the Act, and neither this Note nor those shares

nor any interest in this Note nor those shares may be sold, offered for sale, pledged or otherwise disposed of without compliance with

applicable securities laws, including, without limitation, an effective registration statement relating thereto or delivery of an opinion

of counsel acceptable to the Company that such registration is not required under the Act. Holder has reviewed the Company’s periodic

and annual reports as filed with the Securities and Exchange Commission (the “SEC Reports”) and has based its investment decision

solely on the information contained in the SEC Reports. Holder represents and warrants that it is an “accredited investor”

as defined under the Act.

7. Prepayment of Note: At any time the

Company may issue written notice to the Holder of the Company’s intent to prepay this Note in whole or in part. The Company

must provide said notice to the Holder at least ten (10) days prior to the prepayment. During the ten day notice period the Holder

may exercise of its right of conversion as set forth §4above. If the Holder does not exercise its right of conversion, then

the Holder shall issue an estoppel letter to the Company indicating the exact amount due on this Note through the sixtieth day. Upon

payment by wire or certified funds, of the amount stated in the estoppel letter the Holder shall surrender the original Note to the Company.

8. Events of Default: If any of the following conditions

or events (“Events of Default”) shall occur and shall be continuing:

(i)

if the Company shall default in the payment of principal and/or interest accruing herein when the same becomes due and payable, whether at maturity or by declaration of acceleration or otherwise, and shall fail to cure such default within fifteen days after written notice thereof from the Holder to the Company, if the Company fails to tender any payment due hereunder when the same becomes due; and shall fail to cure such default within fifteen days after written notice thereof from the Holder to the Company; or

(ii)

if the Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or a voluntary petition for reorganization under Title 11 of the Unites States Code (“Title 11”) shall be filed by the Company or an order shall be entered granting relief to the Company under Title 11 or a petition shall be filed by the Company in bankruptcy, or the Company shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against the Company any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company or if the Company or its directors or majority shareholders shall take any action looking to the dissolution or liquidation of the Company; or

(iii)

if within 30 days after the commencement of an action against the Company seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, such action shall not have been dismissed or nullified or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within 30 days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company such appointment shall not have been vacated;

then, and in any such event, the Holder may at

any time (unless such Event of Default shall theretofore have been remedied) at its option, by written notice to the Company, declare

the Note to be due and payable, whereupon the Note shall forthwith mature and become due and payable, together with interest accrued thereon,

and thereafter interest shall be due, at the rate per annum hereinabove provided, on the entire principal balance until the same is fully

paid, and on any overdue interest (but only to the extent permitted by law), without presentment, demand, protest or notice, all of which

are hereby waived, subject however, to the other terms, including those relating to subordination, of this Note. No course of dealing

and no delay on the part of Holder in exercising any right shall operate as a waiver thereof or otherwise prejudice such Holder’s

rights, powers or remedies. No right, power or remedy conferred by this Note upon Holder shall be exclusive of any other right, power

or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence of any

Events of Default, the entire outstanding balance of the note, along with all accrued interest shall bear interest at the highest rate

allowed by law until paid in full.

9. Notice: All notices required or

permitted to be given under this Note, including, without limitation, any Notice of Conversion, shall be in writing (delivered by hand

or sent certified or registered mail, return receipt requested, or by electronic transmission (email) or by nationally recognized overnight

courier service) addressed to the respective party at the address indicated on the signature page of this Note. Any notice or other communication

or deliveries hereunder shall be deemed given and effective on the earliest of (i) the second business day following the date of mailing,

if sent by nationally recognized overnight courier service, (ii) upon delivery if sent by email, or (iii) upon actual receipt by the party

to whom such notice is required to be given.

11. Governing Law and Jurisdiction: The

Note shall be governed by the laws of the State of Delaware. This Note and all issues arising out of this Note will be governed by and

construed solely and exclusively under and pursuant to the laws of the State of Delaware. Each of the parties hereto expressly and irrevocably

agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the appropriate

court in the State of Delaware .

11. Severability: If any provision,

paragraph or subparagraph of this Note is adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall

not affect the validity of the remainder of the Note, including any other provision, paragraph or subparagraph. Each provision, paragraph

or subparagraph of this Note is separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct

covenant.

12. Amendment: This Note may only be amended in writing,

duly endorsed by the parties hereto.

13. Heading: The headings in this Note are solely for convenience

of reference and shall not affect its interpretation.

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

CONVERSION NOTICE

TO:

BIOMX INC.

The Holder listed below hereby irrevocably exercises

his/her/its right to convert ($__________) of this Note into __________________ shares of Common Stock of BIOMX INC. at the Conversion

Price of ___________________ per share in accordance with the terms of this Note, and directs that the Common Stock issuable and deliverable

upon such conversion be recorded on the books of BIOMX INC. in the name of, and delivered to, the Holder.

The Holder hereby acknowledges that the shares

of Common Stock (i) have not been and will not be at the time of requisition by the undersigned registered under the Securities Act of

1933, as amended, or under any state securities laws, and hereby represents and warrants to the Company that he/she/it is acquiring the

Common Stock for his/her/its own account, for investment, and not with a view to, or for sale in connection with, any distribution of

such Common Stock; and (ii) are transferable on in accordance with all the terms and restrictions contained in the Note.

Dated: _________________, 20__

Signature of Holder

Printed Name of Holder

EIN or SSN

Address

City, State, Zip

Telephone

EX-4.2 — PRE-FUNDED WARRANT, DATED APRIL 6, 2026, ISSUED BY BIOMX INC. TO MANDRAGOLA LTD

EX-4.2

Filename: ea028529301ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

BIOMX INC.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

Warrant Shares: 923,000

THIS PRE-FUNDED COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, MANDRAGOLA LTD, a company formed under

the laws of the State of Israel or its assigns (the “Holder”) is entitled, upon the terms and subject to the

limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and until this Warrant is

exercised in full but by no later than April 13, 2031 (the “Termination Date”) but not thereafter, to subscribe

for and purchase from BIOMX INC., a Delaware corporation (the “Company”), up to NINE HUNDRED TWENTY

THREE THOUSAND (923,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The

purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The

term

Section 1. RESERVED

Section 2. Exercise.

a) Exercise of Warrant. Subject to

Section 2(e) herein, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times

on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail

attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of

(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein)

following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in

the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise

is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares

available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal

to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading

Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason

of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares

available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price

per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise.

At any time the Holder may in its sole discretion

(and without limiting the Holder’s rights and remedies contained herein or in any of the other Transaction Documents (as defined

in the Securities Purchase Agreement)), exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated

to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the

“Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (A x B) / C

For purposes of the foregoing formulas:

A = The total number of shares with respect to which this Warrant is then being exercised.

B = The Black Scholes Value (as defined in Section 16 herein).

C = The lower of the two Closing Bid Prices of the Common Stock in the two days prior the time of such exercise (as such Closing Bid Price is defined in Section 16

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise.

The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the

account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal

at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective

registration statement registering the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant

Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise

of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of

the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address

specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) three (3) Trading Days after the delivery to

the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery

to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice

of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect

to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate

Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) three (3) Trading Days and (ii) the

number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary

Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery of New Warrants Upon Exercise.

If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate,

at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the

unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company

fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery

Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure

to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause

the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to

an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to any action or inaction by

the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase (in an open market

transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction

of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),

then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number

of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price

at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the

portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall

be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase

price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving

rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay

the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the

Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue

any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as

required pursuant to the terms hereof.

v. No Fractional Shares or Scrip.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of

a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a

cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to

the next whole share.

vi. Charges, Taxes and Expenses. Issuance

of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the

issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued

in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that,

in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise

shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto,

the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees

required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company

will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms

hereof.

e) Holder’s Exercise Limitations.

The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,

pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable

Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the

Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess

of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock

beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable

upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common

Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder

or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other

securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or

exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that

the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder

is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this

Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the

Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable

(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this

Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify

or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section

2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common

Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)

a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth

the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day

confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding

shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this

Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common

Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,

upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that

the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after

giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section

2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day

after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective

or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If

the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions

on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance

of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of

Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock

of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares

of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the

number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant

shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant

to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive

such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination

or re- classification.

b) Intentionally Omitted.

c) Subsequent Rights Offerings. In

addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents

or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock

(the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,

the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,

issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase

Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in

such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such

extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto

would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Pro Rata Distributions. During

such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights

to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,

any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,

then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that

the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares

of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the

benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

e) Fundamental Transaction. If,

at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any

merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects

any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a

series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company

or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other

securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the

voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects

any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common

Stock is effectively converted into or exchanged for other securities, cash or property, or (v) ) except to the extent the Company closes

the transactions contemplated by that certain Securities Purchase Agreement and Call Option between the Company, Star 26 Capital Inc.,

the shareholders of Star 26 Capital Inc. and Menachem Shalom, the representative of such shareholders, the Company, directly or indirectly,

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby

such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the common

equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder

shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence

of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this

Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,

and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction

by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction

(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination

of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among

the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor

(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction

Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory

to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of

the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially

similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without

regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies

the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock

pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such

exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental

Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,

the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions

of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the

other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance of

doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient

authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the

Shareholder Approval.

f) Calculations. All calculations

under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section

3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares

of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Notice to Holder.

i. Adjustment to Exercise Price. Whenever

the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile

or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares

and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder.

If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare

a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders

of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the

approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation

or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets,

or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall

authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company

shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon

the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified,

a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,

or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,

redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer

or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of

record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in

the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that

any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain

entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

h) Voluntary Adjustment By Company.

Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the

prior written consent of the holders of a majority of the then outstanding Warrants (based on the number of Warrant Shares then underlying

such Warrants), reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors

of the Company.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance

with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase

Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or

in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment

of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to

pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall

execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so

assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may

be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice

specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject

to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and

deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All

Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to

the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall

name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute

owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice

to the contrary.

d) Transfer Restrictions. If, at the

time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either

(i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue

sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant

to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the

case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

e) Representation by the Holder. The

Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire

the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant

Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered

or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise;

No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of

the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting

any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments

pursuant to Section 2(d)(i), Section 2(d)(iv) and Section 3(e) herein, in no event shall the Company be required to net cash settle an

exercise of this Warrant.

b) Loss, Theft, Destruction or Mutilation

of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction

or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity

or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender

and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate

of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading

Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized Shares.

The Company covenants that, during the period

the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for

the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its

issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant

Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary

to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements

of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon

the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant

and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free

from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer

occurring contemporaneously with such issue).

Except and to the extent as waived or consented

to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through

any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in

the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder

as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the

par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value,

(ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable

Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions

or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations

under this Warrant.

Before taking any action which would result in

an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain

all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having

jurisdiction thereof.

e) Jurisdiction. All questions concerning

the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the

Purchase Agreement.

f) Restrictions. The Holder acknowledges

that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise,

will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course

of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise

prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement,

if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the

Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited

to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant

hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or

other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice

provisions of the Purchase Agreement.

i) Limitation of Liability. No provision

hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration

herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common

Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition

to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its

rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason

of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific

performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject

to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding

upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant

are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of

Warrant Shares.

l) Amendment. This Warrant may be

modified or amended or the provisions hereof waived with the written consent of the Company and holders of a majority of the then outstanding

Warrants (based on the number of Warrant Shares then underlying such Warrants), provided that if any amendment, modification or waiver

disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group

of Holders) shall also be required.

m) Severability. Wherever possible,

each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision

of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition

or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in

this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this

Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

NOTICE OF EXERCISE

To: BIOMX INC.

(1) The undersigned hereby elects to purchase_________Warrant

Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise

price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable

box):

☐ in lawful money of the United States;

☐ [if permitted the cancellation of

such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with

respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name

of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account

Number:

_______________________________

(4) Accredited Investor. The undersigned is an “accredited

investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: _________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: ___________________________________________________

Name of Authorized Signatory: _____________________________________________________________________

Title of Authorized Signatory: ______________________________________________________________________

Date: _________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required

information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced

thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: ______________ _____,

_____

Holder’s Signature:

Holder’s Address:

EX-4.3 — FIVE YEAR WARRANT, DATED APRIL 6, 2026, ISSUED BY BIOMX INC. TO MANDRAGOLA LTD

EX-4.3

Filename: ea028529301ex4-3.htm · Sequence: 4

Exhibit 4.3

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

BIOMX INC.

Date of Issuance: April 13, 2026 (“Issuance

Date”)

BIOMX INC., a Delaware corporation (the

“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, MANDRAGOLA LTD., the registered holder hereof or its permitted assigns (the “Holder”), is

entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in

effect, upon exercise of this Warrant to Purchase THREE MILLION SIX HUNDRED NINETY TWO THOUSAND (3,692,000) shares of Common Stock

(including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the

“Warrant”), at any time after Shareholder Approval (as defined below) s but not after 11:59 p.m., New York time,

on the Expiration Date (as defined below), (subject to adjustment as provided herein) fully paid and nonassessable shares of Common

Stock (as defined below) (the “Warrant Shares”).

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject

to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised

by the Holder on any day on or after Shareholder Approval in whole or in part, by delivery (whether via facsimile or otherwise) of a written

notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s

election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver

payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant

Shares as to which this Warrant was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”)

in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such

exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original

of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of

the Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate and issuance of a new Warrant

certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for

all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after

delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which

the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such

Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer

Agent”). On or before the first (1st) Trading Day following the date on which the Company has received such Exercise Notice

(the “Required Delivery Date”), the Company shall, upon the request of the Holder, credit such aggregate number of

shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance

account with The Depository Trust Company (“DTC”) through its Deposit/ Withdrawal at Custodian system. Upon delivery

of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s

DTC account. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares

represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the

Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in

no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee)

a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately

prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional

shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued

shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to

the issuance and delivery of Warrant Shares upon exercise of this Warrant.

“Shareholder Approval” means such

approval as may be required by the applicable rules and regulations of NYSE-American Stock Market (or any successor entity) from the shareholders

of the Company, or board of directors in lieu thereof, with respect to issuance of all of the Warrant Shares upon the exercise thereof.

(b) Exercise Price. For purposes of this Warrant, “Exercise

Price” means $12.00 subject to adjustment as provided herein.

Securities. If the Company fails to issue and credit the balance account of Holder or Holder’s nominee with DTC for such number

of Warrant Shares for which this Warrant is exercised by the Holder, then, in addition to all other remedies available to Holder, at the

sole discretion of Holder, the Company shall:

(i)

pay in cash to Holder on each Trading Day after the Required Delivery Date that the issuance and credit of such Warrant Shares is not timely effected an amount equal to 5% of the product of (A) the number of shares of Common Stock not so credited to Holder or Holder’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date; or

(ii)

if on or after the Required Delivery Date, Holder (or any other Person in respect, or on behalf, of Holder) purchases (in an open market transaction or otherwise) Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that Holder so anticipated receiving from the Company without any restrictive legend, then, within five (5) Trading Days after Holder’s request and in Holder’s sole discretion, either (A) pay cash to Holder in an amount equal to Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to so credit Holder’s balance account shall terminate and such shares shall be cancelled, or (B) promptly honor its obligation to so credit Holder’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (1) such number of shares of Common Stock that the Company was required to deliver to Holder by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date Holder purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

To the extent permitted by law, the Company’s

obligations to issue and deliver the Common Stock upon exercise of the Warrant in accordance with the terms hereof are absolute and unconditional,

irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,

the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation

or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or

alleged violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such

obligation of the Company to the Holder in connection with the issuance of the Common Stock. Nothing herein shall limit the Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Common Stock issuable upon exercise

of this Warrant as required pursuant to the terms hereof.

(d) Cashless Exercise. Notwithstanding

anything contained herein to the contrary (other than Section 1(f) below) at any time the Holder may in its sole discretion (and without

limiting the Holder’s rights and remedies contained herein or in any of the other Transaction Documents (as defined in the Securities

Purchase Agreement)), exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made

to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net

Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (A x B) / C

For purposes of the foregoing formulas:

A = The total number of shares with respect to which this Warrant is then being exercised.

B = The Black Scholes Value (as defined in Section 16 herein).

C = The lower of the two Closing Bid Prices of the Common Stock in the two days prior the time of such exercise (as such Closing Bid Price is defined in Section 16 herein), but in any event not less than $0.01 (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein).

(e) Disputes. In the case of a dispute

as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued pursuant to the

terms hereof (including, without limitation, the Net Number), the Company shall promptly issue to the Holder the number of Warrant Shares

that are not disputed, provided that following such issuance to Holder such dispute shall be resolved in accordance

with Section 13.

(f) Limitations on Exercises and Exchanges.

Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable or exchangeable by the Holder

hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 9.99% of the

number of shares of Common Stock outstanding after giving effect to the issuance of Common Stock issuable upon exercise of the Warrants

calculated in accordance with Section 13(d) of the Exchange Act (the “Maximum Percentage”). To the extent the above

limitation applies, the determination of whether this Warrant shall be exercisable or exchangeable (vis-à-vis other convertible,

exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable

or exchangeable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined

on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise

or exchange this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with

respect to any subsequent determination of exercisability or exchangeability. For the purposes of this paragraph, beneficial ownership

and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be

determined in accordance with Section 13(d) of the 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations

promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the

terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum

Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give

effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.

The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without

the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder,

the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding,

including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into shares

of Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement.

(g) Reservation of Shares; Insufficient

Authorized Shares. The Company shall initially reserve out of its authorized and unissued shares of Common Stock a number of shares

of Common Stock equal to 150% of the maximum number of Warrant Shares issuable to satisfy the Company’s obligations to issue shares

of Common Stock hereunder, and the Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common

Stock equal to 250% of the maximum number of Warrant Shares issuable to satisfy the Company’s obligation to issue shares of Common

Stock hereunder.

(h) Activity Restrictions.

For so long as Holder holds this Warrant or any Warrant Shares, Holder will not: (i) engage or participate in any actions, plans or proposals

which relate to or would result in (a) acquiring additional securities of the Company, alone or together with any other Person, which

would result in beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.99% of the total outstanding

shares of Common Stock or other voting securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization

or liquidation, involving Company, (c) a sale or transfer of a material amount of assets of the Company, (d) any change in the present

board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill

any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Company, (f) any

other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered

closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section

13 of the Investment Company Act of 1940, (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other

actions which may impede the acquisition of control of the Company by any Person, (h) causing a class of securities of the Company to

be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered

national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant

to Section 12(g)(4) of the Act, or (j) any action, intention, plan or arrangement similar to any of those enumerated above, or (ii) request

the Company or its directors, officers, employees, agents or representatives to amend or waive any provision of this Section 1(h); provided, however,

that notwithstanding anything to the contrary contain in clauses (i) and (ii) above, Holder may vote any shares of Common Stock owned

or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company.

Holder may only exercise this Warrant for a cash exercise price if the trading price at the time of exercise is greater than the then

applicable Exercise Price.

2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF

WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from

time to time as set forth in this Section 2.

(a) Stock Dividends and Splits. Without

limiting any provision of Section 4, if the Company, at any time on or after the date of the Securities Purchase Agreement, (i) pays a

stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of

capital stock that is payable in Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one

or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse

stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in

each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock

outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately

after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date

for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or

(iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring

an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such

Exercise Price shall be adjusted appropriately to reflect such event.

(d) Reserved.

(e) Other Events. In the event that

the Company shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to

protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly

provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other

rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment

in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that

no such adjustment pursuant to this Section 2(e) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise

determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments

as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder

shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,

whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.

3. RIGHTS UPON DISTRIBUTION OF ASSETS.

In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of

its assets (or rights to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise (including, without

limitation, any distribution of cash, stock or other securities, indebtedness, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction, other than a distribution of Common Stock covered by Section

2(a)) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, provision shall

be made so that upon exercise of this Warrant, the Holder shall be entitled to participate in such Distribution to the same extent that

the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately

before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for the participation in such Distribution (provided, however, to

the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such Common

Stock as a result of such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the benefit

of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a) Purchase Rights. In addition

to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase

Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately

before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the

date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,

to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Maximum

Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such

Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the

Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

(b) Fundamental Transactions. The

Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations

of the Company under this Warrant and the other Transaction Documents related to this Warrant in accordance with the provisions of this

Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder, including agreements confirming

the obligations of the Successor Entity as set forth in this paragraph (b) and (c) and elsewhere in this Warrant and an obligation to

deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially

similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares

of capital stock equivalent to the Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations

on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder

to such shares of capital stock (but taking into account the relative value of the Common Stock pursuant to such Fundamental Transaction

and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being

for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction).

Notwithstanding the foregoing, at the election of the Holder upon exercise of this Warrant following a Fundamental Transaction, the Successor

Entity shall deliver to the Holder, in lieu of the Common Stock (or other securities, cash, assets or other property (except such items

still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this

Warrant prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including

its Parent Entity), or other securities, cash, assets or other property, which the Holder would have been entitled to receive upon the

happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction; provided, however,

that such amount of reserved shares of Common Stock shall be limited by the Maximum Percentage of Common Stock as set forth in Section

1(f).

Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered at any time commencing

on the earliest to occur of (i) the public disclosure of any Fundamental Transaction, (ii) the consummation of any Fundamental Transaction

and (iii) the Holder first becoming aware of any Fundamental Transaction through the date that is ninety (90) days after the public disclosure

of the consummation of such Fundamental Transaction, the Company or the Successor Entity, at the election of the Holder, shall purchase

this Warrant from the Holder on the date of the consummation of such Fundamental Transaction by paying to the Holder cash in an amount

equal to the Black Scholes Value – FT.

(d) Application. The provisions

of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied as if this Warrant (and

any such subsequent warrants issued hereunder) were fully exercisable and without regard to any limitations on the exercise of this Warrant

(provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however with

respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any such

other warrant)).

5. NONCIRCUMVENTION. The Company hereby

covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,

transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out

all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality

of the foregoing, the Company

(i)

shall not increase the par value of any Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,

(j)

(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly a nd legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the SPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding; provided, however, that such amount of reserved Common Stock shall be limited by the Maximum Percentage of Common Stock as set forth in Section 1(f).

6. WARRANT HOLDER NOT DEEMED A SHAREHOLDER.

Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled

to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in

this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a shareholder

of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification

of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,

prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant.

In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities

(upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company

or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and

other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

7. REISSUANCE OF WARRANTS.

(a) Transfer of Warrant. If this Warrant

is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon

the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right

to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying

this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the

number of Warrant Shares not being transferred. If, at the time of the surrender of this Warrant in connection with any transfer of this

Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities

Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or

current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that

the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and

reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the

effect that such transfer does not require registration of such transferred securities under the Securities Act.

(b) Lost, Stolen or Mutilated Warrant.

Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant

(as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss,

theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case

of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in

accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants

(in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this

Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder

at the time of such surrender; provided, however, no warrants for fractional share of Common Stock

shall be given.

(d) Issuance of New Warrants. Whenever

the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with

this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying

this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by

the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such

issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated

on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

8. NOTICES. Whenever notice is required

to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 10(f) of the Securities

Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including

in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company

will give written notice to the Holder (i) as soon as practicable upon each adjustment of the Exercise Price and the number of Warrant

Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days

prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common

Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants,

securities, indebtedness, or other property pro rata to holders of Common Stock or (C) for determining rights to vote with respect to

any Fundamental Transaction, dissolution or liquidation, provided in each case that such information (to the extent it constitutes, or

contains, material, non-public information regarding the Company shall be made known to the public prior to or in conjunction with such

notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction.

It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and

may not be disputed or challenged by the Company.

9. AMENDMENT AND WAIVER. Except as

otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take any action

herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent

of the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment of any other similar warrant issued under

the Securities Purchase Agreement. No waiver shall be effective unless it is in writing and signed by an authorized representative of

the waiving party.

10. SEVERABILITY. If any provision

of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the

provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it

would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions

of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

11. GOVERNING LAW. This Warrant shall

be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice

of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or

in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such

suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein

shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction

to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE

COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE

HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

12. CONSTRUCTION; HEADINGS. This Warrant

shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof.

The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing

Date (as defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise consented to in writing by

the Holder.

13. DISPUTE RESOLUTION. In the case

of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market

value or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit

the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt

of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave rise

to such dispute, at any time after the Holder or the Company (as the case may be) learned of the circumstances giving rise to such dispute.

If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the

Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the number of Warrant Shares (as the case may be) within

three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as the

case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed arithmetic calculation of the

Warrant Shares, the disputed determination of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair

market value (as the case may be) to an independent, reputable investment bank selected by the Holder, with the consent of the Company

(which may not be unreasonably withheld, conditioned or delayed), or (b) if acceptable to the Holder, the disputed arithmetic calculation

of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank

or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and the

Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations (as

the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding

upon all parties absent demonstrable error. The fees and expenses of such investment bank or accountant shall be borne by the parties

in the same proportion as the respective amounts by which the investment bank’s or accountant’s determination differs from

such party’s calculation.

14. REMEDIES, CHARACTERIZATION, OTHER

OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other

remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance

and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the

Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning

this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises

and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided

herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of

its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.

The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,

in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and

without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested

by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including,

without limitation, compliance with Section 2 hereof). The issuance of shares as contemplated hereby upon the exercise of this Warrant

shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that

the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery

of any certificate in a name other than the Holder or its agent on its behalf.

15. TRANSFER. This Warrant may be offered for sale, sold,

transferred or assigned without the consent of the Company.

16. CERTAIN DEFINITIONS. For purposes of this Warrant,

the following terms shall have the following meanings:

(a) “Bid Price” means, for

any security as of the particular time of determination, the bid price of such security on the principal securities exchange or trading

market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not

apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by

Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,

the average of the bid prices of all of the market makers for such security as reported in the “pink sheets” by OTC Markets

Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as of the

particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall

be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon

the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such

determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during

such period.

(b) “Black Scholes Value” means

the Black Scholes value of an option for one share of Common Stock at the date of the applicable Cashless Exercise, as such Black Scholes

value is determined, calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg

utilizing (i) an underlying price per share equal to the Exercise Price, as adjusted, (ii) a risk-free interest rate corresponding to

the U.S. Treasury rate, (iii) a strike price equal to the Exercise Price in effect at the time of the applicable Cashless Exercise, (iv)

an expected volatility equal to 175%, and (v) a deemed remaining term of the Warrant of five (5) years (regardless of the actual remaining

term of the Warrant).

means the value of the applicable Option or Convertible Security (as the case may be) as of the date of issuance thereof calculated using

the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per

share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution

of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest

rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option or Convertible Security (as the case

may be) as of the date of issuance of such Option or Convertible Security (as the case may be) and (iii) an expected volatility equal

to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 3 65 day annualization

factor) as of the Trading Day immediately following the date of issuance of such Option or Convertible Security (as the case may be).

(d) “Black Scholes Value – FT”

means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request pursuant to Section 4(c),

which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing

(i) an underlying price per share equal to the greater of (A) the highest Closing Sale Price of the Common Stock during the period beginning

on the Trading Day immediately preceding the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction,

(2) the consummation of the applicable Fundamental Transaction and (3) the date on which the Holder first became aware of the applicable

Fundamental Transaction and ending on the Trading Day of the Holder’s request pursuant to Section 4(c) and (B) the sum of the price

per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being

offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on the date of the

Holder’s request pursuant to Section 4(c), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period

equal to the greater of (A) the remaining term of this Warrant as of the date of the Holder’s request pursuant to Section 4(c) and

(B) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction or as of the date of the

Holder’s request pursuant to Section 4(c) if such request is prior to the date of the consummation of the applicable Fundamental

Transaction and (iv) an expected volatility equal to the greater of 175% and the 100 day volatility obtained from the HVT function on

Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest to occur of (A)

the public disclosure of the applicable Fundamental Transaction, (B) the consummation of the applicable Fundamental Transaction and (C)

the date on which the Holder first became aware of the applicable Fundamental Transaction.

(e) “Bloomberg” means Bloomberg, L.P.

(f) “Business Day” means any day other than Saturday,

Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

(g) “Closing Bid Price” and

“Closing Sale Price” means, for any security as of any date, the last closing bid price and the last closing trade

price, respectively, for such security on the principal securities exchange or trading market where such security is listed or traded

as reported by Bloomberg, or if the foregoing do not apply, the average of the bid prices, or the ask prices, respectively, of all of

the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC).

If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,

the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually

determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,

then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination or other similar transaction during such period.

(h) “Common Stock” means the

common stock, par value $0.001 per share, of the Company and any other shares of stock issued or issuable with respect thereto (whether

by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination

of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event with respect to

the Common Stock).

(i) “Convertible Securities”

means any capital stock or other security of the Company that is at any time and under any circumstances directly or indirectly convertible

into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security

of the Company (including, without limitation, Common Stock).

(j) “Eligible Market” means

the New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market.

(k) “Expiration Date” means

the date that is the or, if such fifth (5th) anniversary of the Issuance Date; and if such date falls on a day other than a

Business Day or on which trading does not take place on the principal securities exchange or trading market where the Common Stock is

listed (a “Holiday”), the next date that is not a Holiday.

(l) “Fundamental Transaction”

means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether

or not the Company is the surviving entity) any other Person unless the shareholders of the Company immediately prior to such consolidation

or merger continue to hold more than 50% of the outstanding shares of Voting Stock after such consolidation or merger, or (2) sell, lease,

license, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to any other Person, in

connection with which the Company is dissolved, or (3) allow any other Person to make a purchase, tender or exchange offer that is accepted

by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of

the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase,

tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than

50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other

Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share

purchase agreement or other business combination), or (ii) any “person” or “group” (as these terms are used for

purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented

by issued and outstanding Voting Stock of the Company.

(m) “Options” means any rights, warrants or options

to subscribe for or purchase Common Stock or Convertible Securities.

(n) “Parent Entity” of a Person

means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted

or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest

public market capitalization as of the date of consummation of the Fundamental Transaction.

(o) “Person” means an individual,

a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity

or a government or any department or agency thereof.

(p) “Successor Entity” means

the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or

the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

(q) “Trading Day” means, as

applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which the Common Stock is traded on

the principal securities exchange or securities market on which the Common Stock is then traded, provided that

“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less

than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour

ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect

to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any

successor thereto) is open for trading of securities.

(r) “Voting Stock” of a Person

means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect,

or the general power to appoint, at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether

or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any

contingency).

(s) “VWAP” means, for any security

as of any date, the dollar volume-weighted average price for such security on the principal securities exchange or securities market on

which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,

as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted

average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning

at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted

average price is reported for such security by Bloomberg for such hours, the average of the three highest closing bid prices and the three

lowest closing ask prices of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group

Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of

such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the

Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures

in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other

similar transaction during such period.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase

Common Stock to be duly executed as of the Issuance Date set out above.

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO

EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK

BIOMX INC.

The undersigned holder hereby exercises the right

to purchase shares of the Common Stock (“Warrant Shares”) of BiomX Inc., a Delaware corporation (the “Company”),

evidenced by Warrant to Purchase Common Stock No. (the “Warrant”). Capitalized terms used herein and not otherwise

defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

______________ a “Cash Exercise” with respect to

______________ Warrant Shares; and/or

______________ a “Cashless Exercise” with respect

to______________ Warrant Shares.

In the event that the Holder has elected a Cashless

Exercise with respect to some or all of the Warrant Shares, the Holder represents and warrants that ____ Common Stock are to be delivered

pursuant to such Cashless Exercise, as further specified in Annex A to this Exercise Notice.

Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the Holder shall pay the Aggregate Exercise Price in the sum of $ ______ to the Company in accordance with the terms of the Warrant.

Delivery of Warrant Shares and Net Number of Common Stock. The Company shall deliver to Holder, or its designee or agent as specified below, _ Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit, to the following address:

Date: ______________________, ____

_______________________________

Name of Registered Holder

By:

Name:

Title:

Account Number: ________________________________

(if electronic book entry transfer) Transaction Code Number:

Transaction Code Number: _________________________

(if electronic book entry transfer)

ANNEX A TO EXERCISE NOTICE

CASHLESS EXERCISE EXCHANGE CALCULATION

TO BE FILLED IN BY THE REGISTERED HOLDER TO EXCHANGE THE

WARRANT TO PURCHASE COMMON STOCK IN A CASHLESS

EXERCISE PURSUANT TO SECTION 1(d) OF THE WARRANT

Capitalized terms used herein and not otherwise defined shall have

the respective meanings

set forth in the Warrant. [ ] Net Number = (A x B)/C

= shares of Common Stock

For purposes of the foregoing formula:

A = the total number of shares with respect

to which the Warrant is then being exercised = _______________.

B = Black Scholes Value (as defined in

Section 16 of the Warrant) = _______________.

C = The lower of the two Closing Bid Prices

of the Common Stock in the two days prior the time of such exercise (as such Closing Bid Price is defined in Section 16 of the

Warrant) = _______________.

Date: ______________________, ____

_______________________________

Name of Registered Holder

By:

Name:

Title:

EXHIBIT B

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs

____ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____, 20__,

from the Company and acknowledged and agreed to by ____________________.

EX-10.1 — STOCK PURCHASE & ASSIGNMENT AGREEMENT, DATED APRIL 13, 2026, BY AND BETWEEN BIOMX INC. AND MANDRAGOLA LTD

EX-10.1

Filename: ea028529301ex10-1.htm · Sequence: 5

Exhibit 10.1

STOCK PURCHASE & ASSIGNMENT AGREEMENT

This STOCK PURCHASE &

ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2026 (the “Effective Date”),

by and between BIOMX INC., a Delaware corporation (“Buyer” or “BiomX”) and MANDRAGOLA

LTD., a company formed under the laws of the State of Israel (“Seller”or “Mandragola”).

RECITALS

WHEREAS, the Seller

and Buyer entered into an Option Agreement and Undertaking dated March 31, 2026 pursuant to which BiomX was granted an exclusive and irrevocable

option (the “Option”) to purchase 100% of Mandragola’s shareholdings and all of its rights and obligations in

Dr. Frucht Systems Ltd., an Israeli company (“DFSL”), which is 60% of the voting equity capital of DFSL on a fully

diluted basis;

WHEREAS, on March

31, 2026 Mandragola and DFSL entered an agreement, which was amended as of April __, 2026, providing for the sale by DFSL to Mandragola

of shares equaling 60% of the issued and outstanding voting capital of DFSL on a fully diluted basis (as amended, the “DFSL

Purchase Agreement”);

WHEREAS, on April

12, 2026, DFSL and Mandragola consummated the transactions contemplated by the DFSL Purchase Agreement and Mandragola was issued 60% of

the voting equity capital of DFSL; and

WHEREAS, on April 13,

2026, BiomX gave notice to Mandragola of BiomX’s election to exercise the option and to purchase from Mandragola all of Mandragola’s

holdings in DFSL;

WHEREAS, in connection

with the DFSL Purchase Agreement, the Seller, DFSL and the DFSL shareholder have agreed to enter into a Shareholders Agreement (the “Assigned

Contract”) which establishes certain rights of the parties in the management of DFSL, which rights under such agreement are being

assigned to the Buyer hereunder;

NOW, THEREFORE, in consideration of the

mutual covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement,

the following terms shall have the meanings set forth below:

“Affiliate” means with respect to any Person,

any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.

“Business Day” means any day other than a Saturday,

Sunday, or other day on which commercial banks in New York, New York or Tel Aviv, Israel are authorized or required by law to close.

“Buyer Common Stock” means shares of common

stock, par value $0.0001 per share, of the Buyer.

“Closing” means the closing of the transactions

contemplated by this Agreement, which shall occur simultaneous with the execution and delivery of this Agreement.

“Closing Date” means the date on which the

Closing occurs, which shall be the date of this Agreement.

“Encumbrance” means any lien, pledge, mortgage,

deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, proxy, voting trust or agreement, transfer

restriction or any other encumbrance, restriction or limitation whatsoever.

“Fully-Diluted Basis” means with respect to

DFSL, the aggregate number of ordinary shares of DFSL that would be outstanding assuming the exercise, conversion or exchange of all options,

warrants, convertible securities and other rights to acquire ordinary shares of DFSL that are outstanding as of the applicable date of

determination.

“Governmental Authority” means any United States

or Israel federal, state, local, municipal, foreign or other government, governmental department, commission, board, bureau, agency, regulatory

or administrative authority, court, tribunal, arbitrator or self-regulatory organization.

“IIA Approvqal” means to the extent required the consent

of the Isreal Innovation Authority to the transactions contemplated by thisAgreement.

“Knowledge” means with respect to any Person,

the actual knowledge of such Person’s executive officers after reasonable inquiry.

“Laws” means all laws, statutes, rules, regulations,

codes, ordinances and orders of any Governmental Authority.

“Material Adverse Effect” means,

with respect to any Person, any event, circumstance, change or effect that, individually or in the aggregate, has had or would reasonably

be expected to have a material adverse effect on (a) the business, financial condition, assets, liabilities or results of operations of

such Person and its subsidiaries, taken as a whole, or (b) the ability of such Person to consummate the transactions contemplated by this

Agreement; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be

taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic conditions; (ii)

changes in the financial or securities markets generally; (iii) changes affecting the industry in which such Person operates generally;

(iv) changes in applicable Laws or accounting standards; (v) acts of war, terrorism, natural disasters or public health emergencies; or

(vi) the announcement or pendency of the transactions contemplated hereby, except in each case of clauses (i) through (v), to the extent

such changes disproportionately affect such Person relative to other participants in the industry in which such Person operates.

“Note” means the Convertible

Note in the original principal amount of $3,000,000 attached hereto as Exhibit A.

“Person” means any individual,

corporation, partnership, limited liability company, trust, estate, association, joint venture, Governmental Authority or other entity.

“Purchased Shares” means the

initial holdings of Mandragola in the voting equity capital of DFSL purchased by Mandragola and representing 60% of the issued and outstanding

voting capital of DFSL immediately following issuance, as specified in detail on Appendix A hereto.

“SEC” means the United

States Securities and Exchange Commission.

“Securities Act” means

the Securities Act of 1933, as amended.

“Stockholder Approval” means

such approval of the stockholders of the Buyer as may be required by the applicable rules and regulations of the NYSE American with respect

to the issuance of shares of Common Stock upon conversion of the Convertible Note, exercise of the Pre-Funded Warrant, and exercise of

the Five-Year Warrant, to the extent that such issuance, individually or in the aggregate, would exceed 19.99% of the outstanding shares

of Buyer Common Stock as of the date of this Agreement

“Exchange Act” means the

Securities Exchange Act of 1934, as amended.

ARTICLE II

PURCHASE AND SALE OF SHARES

Section 2.1 Purchase

and Sale of Purchased Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, assign,

transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Purchased

Shares, free and clear of all Encumbrances of every kind and character, except that the Purchased Shares are “restricted securities”

as defined in the Securities Act.

Section 2.2 Purchase

Price. In consideration for the Purchased Shares, the Buyer shall pay to Mandragola the following consideration

(a) a cash payment of Seven Hundred

Fifty Thousand Dollars ($750 ,000), of which Four Hundred and Fifty Thousand ($450,000) Dollars have been remitted;

(b) the issuance of the Note

in the principal amount of $3,000,000, which is convertible into Buyer’s Common Stock at the option of the Buyer at a per share

conversion rate of $12.00, in the form attached hereto as Appendix B;

of the Buyer’s Common Stock;

(d) the issuance of 1pre-finded

warrants for 923,000 shares of the Buyer’s Common Stock at a per share exercise price of $12.00 (the “Pre-Funded Warrants”)

; and

(e) the issuance of the

Five-Year Warrant for 3,692,000 shares of Common Stock, substantially in the form attached hereto as Appendix E (the

“Five Year Warrants”).

The aggregate number of shares

of Buyer’s Common Stock issuable upon above whether directly or upon conversion of the Note and/or exercise of the Pre-Funded Warrants

and Five year Warrants shall be subject to obtaining Stockholder Approval.

Section 2.3 Closing. The Closing

shall take simultaneous with the execution and delivery of this Agreement.

Section 2.4 Closing Deliveries by the

Seller and the Company. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:

(a)

a share certificate or book-entry confirmation evidencing the Purchased Shares, registered in the name of the Buyer;

(b)

a certificate of good standing (or equivalent) for DFSL issued by the Israeli Registrar of Companies, dated within five (5) Business Days of the Closing Date;

(c)

a certificate issued by the Israeli Registrar of Companies evidencing the Buyer as the 60% shareholder of DFSL;

(d)

certified copies of resolutions of DFSL’s board of directors and shareholders authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and

(e)

such other documents as the Buyer may reasonably request.

Section 2.5 Closing Deliveries by the

Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller:

(a)

a duly executed Note;

(b)

Book Entry Statement representing the Purchased Shares;

(c)

duly executed Pre Funded Warrants;

(d)

duly executed Warrants;

(e)

certified copies of resolutions of the Buyer’s Board of Directors authorizing the execution and delivery of this Agreement, the issuance of the shares of Buyer Common Stock, the Note and the consummation of the transactions contemplated hereby; and

(f)

such other documents as the Seller may reasonably request.

Section 2.6 Simultaneous Transactions.

All deliveries and payments to be made at the Closing shall be deemed to occur simultaneously, and no delivery or payment shall be deemed

to have been made until all deliveries and payments have been made or waived.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the

Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby as follows:

Section 3.1 Organization and Good Standing.

The Seller is a company duly organized, validly existing and in good standing under the laws of the State of Israel. The Seller has all

requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently

conducted.

Section 3.2 Authorization;

Enforceability. The Seller has all requisite corporate power and authority to enter into and perform this Agreement and to consummate

the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Seller of the transactions

contemplated hereby have been duly authorized by the Seller’s board of directors and shareholders and no further consent or authorization

is required. This Agreement has been duly executed and delivered by the Seller, and constitutes a legal, valid and binding obligation

of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of,

creditors’ rights and remedies or by other equitable principles of general application.

Section 3.3 No

Conflicts. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated

hereby do not and will not (a) violate or conflict with the Certificate of Incorporation or Bylaws of the Seller, (b) violate or conflict

with any Law applicable to the Seller, or (c) result in a breach of, or constitute a default under, any contract or agreement to which

the Seller is a party, except in each case of clauses (b) and (c), where such violation, conflict, breach or default would not have a

Material Adverse Effect on the Seller.

Section 3.4 No Litigation, Etc. There

is no suit, action, or legal, administrative, arbitration or other proceeding or governmental investigation pending or threatened against,

affecting or which will affect, the property of the Seller.

Section 3.5 Brokers. No broker,

finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions

contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

Section 3.6 Ownership

of the Shares. The Seller is the record and beneficial owner of the Purchased Shares. The Seller holds the Purchased Shares free

and clear of any Encumbrance, and has the absolute right to sell and transfer the Purchased Shares to the Buyer as provided in this Agreement

without the consent of any other person or entity. Upon transfer of the Purchased Shares to Buyer hereunder, Buyer will acquire good and

marketable title to the Purchased Shares free and clear of any Encumbrance, other than applicable securities laws.

Section 3.7 Investment

Intent. The Seller is acquiring the shares of Buyer Common Stock, the Note, the Pre-Funded Warrants and the Five Year Warrants

and the shares of Buyer Common Stock issuable upon conversion of the Note, Pre Funded Warrants and the Five Year Warrant (“Conversion

Shares”, and together with the 800,000 shares of Buyer Common Stock, the “Shares”) being purchased pursuant

to this Agreement for its own account and for investment purposes and not with a view to distribution or resale, nor with the intention

of selling, transferring or otherwise disposing of all or any part of the Shares except in compliance with all applicable provisions of

the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable securities laws.

Section 3.8 Disclosure

of Information. The Seller has access to all the reports filed by the Buyer with the SEC and has had an opportunity to ask

questions of Buyer and its representatives.

Section 3.9 Restricted

Stock. The Seller understands that the Purchased Shares have not been, and will not be, registered under the Securities Act,

by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona

fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands

that the Purchased Shares constitute “restricted securities” under applicable U.S. federal and state securities laws and that,

pursuant to these laws, the Seller must hold the Purchased Shares indefinitely unless they are registered with the SEC and qualified by

state authorities, or an exemption from such registration and qualification requirements is available.

Section 3.10 Qualification.

The Seller is an accredited investor, as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act.

The Seller is (i) experienced in making investments in companies such as the Buyer, (ii) able, by reason of its business and financial

experience and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its affiliates) to protect

its own interests in connection with the receipt of the Shares and (iii) able to afford the entire loss of its investment in the Shares.

Section 3.11 Legend. The

Seller understands that all certificates representing securities of Buyer received by it pursuant to this Agreement shall bear the following

legend, or one substantially similar thereto:

“The securities represented by this certificate have

not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be sold, transferred or

assigned in the absence of an effective registration statement for those shares under the Securities Act of 1933, as amended, or an opinion

satisfactory to the Company’s counsel that registration is not required under said Act.”

Section 3.12 Organization

and Good Standing of DFSL. DFSL is a corporation duly organized, validly existing and in good standing under the laws of the State

of Israel. DFSL has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its

business as presently conducted. DFSL is duly qualified or licensed to do business and is in good standing in each jurisdiction in which

the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where

the failure to be so qualified or licensed would not have a Material Adverse Effect on the Company.

Section 3.13 Financial

Statements. DFSL shall deliver to the Buyer by May 31, 2026 complete and accurate copies of the Company’s audited financial

statements for the fiscal years ended December 31, 2025 and December 31, 2024, and unaudited financial statements for the period ended

March 31, 2026 (collectively, the “Financial Statements”). The Financial Statements (a) were prepared in accordance

with International Financial Reporting Standards (“IFRS”) consistently applied throughout the periods covered thereby,

and (b) fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of operations

and cash flows for the periods then ended.

Section 3.14 No

Undisclosed Liabilities. DFSL has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)

that would be required to be reflected or reserved against on a balance sheet prepared in accordance with IFRS, except for (a) liabilities

reflected or reserved against in the most recent balance sheet included in the Financial Statements, (b) liabilities incurred in the ordinary

course of business since the date of such balance sheet, and (c) liabilities that would not, individually or in the aggregate, be material

to the Company.

Section 3.15 Intellectual

Property. DFSL owns or has the right to use all intellectual property necessary for the conduct of its business as presently conducted.

To the Knowledge of the Seller, DFSLs conduct of its business does not infringe, misappropriate or otherwise violate the intellectual

property rights of any third party.

Section 3.16 Compliance

with Laws. DFSL is in compliance with all applicable Laws, including, without limitation, all Israeli defense export control laws

and regulations, except where the failure to comply would not have a Material Adverse Effect on DFSL.

Section 3.17 Litigation. There

is no action, suit, proceeding, claim, arbitration or investigation pending or, to the Knowledge of the Seller, threatened against DFSL

that would have a Material Adverse Effect on the Company or that seeks to prevent or delay the consummation of the transactions contemplated

hereby.

Section 3.181 Tax Matters. DFSL

has timely filed all material tax returns required to be filed and has paid all taxes due and owing. There are no pending or, to the Knowledge

of the Buyer, threatened audits, investigations or claims for or relating to any liability in respect of taxes.

Section 3.19 Brokers. No broker,

finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions

contemplated by this Agreement based upon arrangements made by or on behalf of DFSL.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the

Company as of the date hereof and as of the Closing Date as follows:

Section 4.1 Organization and Good Standing.

The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has

all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently

conducted.

Section 4.2 Authorization;

Enforceability. The Buyer has all requisite corporate power and authority to enter into and perform this Agreement and to consummate

the transactions contemplated hereby and to issue the 800,000 shares of Buyer Common Stock, the Note, the Five-Year Warrant, the Pre-Funded

Warrant and upon conversion of the Note and the exercise of the Five-Year Warrant and Pre-Funded Warrant, the Shares (collectively, the

“Buyer Securities”) in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation

by the Buyer of the transactions contemplated hereby have been duly authorized by the Buyer’s Board of Directors and no further

consent or authorization is required. This Agreement has been duly executed and delivered by the Buyer, and constitutes a legal, valid

and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally

the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Section 4.3 Capitalization.

The Buyer has sufficient authorized but unissued shares of Buyer Common Stock available for issuance to the Company of the Buyer Securities.

Upon issuance in accordance with this Agreement, the Buyer Securities will be duly authorized, validly issued, fully paid and non-assessable,

and free and clear of all Encumbrances, other than restrictions on transfer under applicable securities laws.

Section 4.4 No

Conflicts. The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated

hereby do not and will not (a) violate or conflict with the Certificate of Incorporation or Bylaws of the Buyer, (b) violate or conflict

with any Law applicable to the Buyer, (c) result in a breach of, or constitute a default under, any material contract or agreement to

which the Buyer is a party, or (d) violate or conflict with any applicable rules or regulations of The New York Stock Exchange, except

in each case of clauses (b) and (c), where such violation, conflict, breach or default would not have a Material Adverse Effect on the

Buyer.

Section 4.5 SEC

Filings. The Buyer has filed all reports, schedules, forms, statements and other documents required to be filed by the Buyer with

the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing and all exhibits included therein and financial

statements and schedules thereto, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all

material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

Section 4.6 NYSE

Listing. The Buyer Common Stock is listed on The NYSE LLC under the symbol “PHGE.” The Buyer is in compliance in all

material respects with the applicable listing and corporate governance rules of The NYSE American LLC.

Section 4.7 Brokers.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the

transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer.

ARTICLE V

COVENANTS

Section 5.1 Stockholder

Approval. The Buyer shall use commercially reasonable efforts to obtain the Stockholder Approval as promptly as practicable following

the Closing, and in any event no later than one hundred twenty (120) days after the Closing Date. Without limiting the foregoing, the

Buyer shall (a) prepare and file with the SEC a proxy statement or information statement (or such other filing as may be required) relating

to the Stockholder Approval, (b) use commercially reasonable efforts to have such filing cleared by the Commission, (c) promptly thereafter

mail or otherwise make available such filing to its stockholders, and (d) use commercially reasonable efforts to solicit proxies in favor

of the Stockholder Approval. The Board shall recommend to the Buyer’s stockholders that they approve the Stockholder Approval and shall

include such recommendation in the proxy statement or information statement. Notwithstanding the foregoing, until the Stockholder Approval

is obtained, the Buyer shall not be obligated to issue shares of Common Stock upon conversion of the Convertible Note, or exercise of

the Pre-Funded Warrant or the Five-Year Warrant to the extent that such issuance would result in the issuance of shares of Common Stock

in excess of 19.99% of the outstanding shares of Common Stock as of the date of this Agreement, as calculated in accordance with the applicable

rules of the NYSE American.

Section 5.2 Listing.

The Buyer shall use commercially reasonable efforts to maintain the listing of the Common Stock on the NYSE American (or such other national

securities exchange on which the Common Stock may be listed) and shall promptly file any supplemental listing applications required by

the NYSE American in connection with the issuance of shares of Common Stock pursuant to the terms of this Agreement.

Section 5.3 SEC Filings.

The Buyer shall prepare and file with the Commission a Current Report on Form 8-K disclosing the material terms of the this Agreement,

within four (4) Business Days following the Closing Date, or such earlier date as may be required under the Exchange Act.

Section 5.4 Seller’s

Cooperation with DFSL Closing. The Seller shall use commercially reasonable efforts to satisfy or cause to be satisfied all conditions

to closing under the DFSL Purchase Agreement, including obtaining the IIA Approval and ensuring that all deliveries required of the Seller

and DFSL under the DFSL Purchase Agreement are made at or prior to the closing thereunder. The Seller shall keep the Buyer reasonably

informed of the status of the DFSL Purchase Agreement closing process and shall not amend, modify, waive, or terminate any material provision

of the DFSL Purchase Agreement without the prior written consent of the Purchaser.

Section 5.5 Reservation

of Shares. The Buyer shall take all actions necessary to reserve and keep available out of its authorized but unissued shares

of Common Stock, solely for the purpose of effecting the conversion of the Convertible Note, t and the exercise of the Pre-Funded Warrant

and the Five Year Warrant, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion and

exercise.

Section 5.6 Credit Line

Undertaking. Subject to the Closing, the Seller hereby agrees, consistent with Section 5 of the DFSL Purchase Agreement, to provide

to the Purchaser a credit line in an amount and on terms to be mutually agreed upon following the Closing, to be utilized for the development

and expansion of the business of the Company, including the payment of the obligations under the DFSL Purchase Agreement. The Parties

shall negotiate in good faith the definitive terms of such credit line within 60 days following the Closing Date.

Section 5.7 Confidentiality.

Each Party shall hold in confidence all non-public information received from the other Party in connection with this Agreement and the

transactions contemplated hereby, and shall not disclose such information to any Person except (a) to its officers, directors, employees,

advisors and representatives who have a need to know such information and who are bound by obligations of confidentiality, (b) as required

by applicable Law or by the rules of the NYSE American, or (c) with the prior written consent of the other Party. Notwithstanding the

foregoing, the Buyer may disclose any information required to be disclosed in its SEC filings.

Section 5.8 Further

Assurances. Following the Closing, each Party shall execute and deliver such additional documents, instruments, conveyances, and

assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to

the transactions contemplated hereby.

Section 5.9 IIA Compliance.

The Buyer acknowledges that DFSL has received grants and benefits from the IIA and that the transactions contemplated by this Agreement

and the DFSL Purchase Agreement require the approval of the IIA under the Encouragement of Research, Development and Technological Innovation

in Industry Law, 5744-1984. The Buyer shall cooperate with the Seller and DFSL in connection with obtaining the IIA Approval, including

the execution of any undertakings or commitments required by the IIA, and shall comply with any conditions imposed by the IIA in connection

with such approval. If the Buyer is a foreign company for purposes of the IIA, the Buyer shall execute all instruments reasonably requested.

Section 5.10. Bonus

Payment. The Buyer agrees that in the event that DFSL shall record annual revenues of Twenty-Five Million Dollars ($25,000,000)

or more in any fiscal year on or after fiscal year 2027, the Seller shall be entitled to a bonus payment equal to five percent (5%) of

such recorded annual revenues for such fiscal year (the “Bonus Payment”). The Bonus Payment shall be payable, at the

sole discretion of the Buyer, in restricted shares of Buyer’s Common Stock (valued at the volume-weighted average price for the

ten (10) Trading Days immediately preceding the date of payment) or cash. The Bonus Payment, if any, shall be paid within sixty (60) days

following the completion of DFSL’s audited financial statements for the applicable fiscal year. The Seller’s right to receive the Bonus

Payment shall survive the Closing and shall continue for so long as DFSL is a direct or indirect subsidiary of the Buyer.

ARTICLE VI

ASSIGNMENT

Section 6.1 Assignment.

Seller hereby irrevocably and unconditionally sells, transfers, assigns, conveys, grants, delivers, vests and confirms unto Buyer

all the right, title and interest of Seller in and to the Assigned Contract and the transactions contemplated thereby.

The Buyer hereby expressly

assumes and agrees to perform all duties and obligations of the Seller arising under the Assigned Contract from and after the date hereof,

including without limitation, the obligations of the Seller to DFSL and Dr. Yaacov Frucht as provided for in the Ancillary Agreements

(as such term is defined in the Assigned Contract).

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification by the Seller.

Subject to the limitations set forth in this Article VII, the Seller shall indemnify and hold harmless the Buyer and its officers, directors,

employees, agents and Affiliates (collectively, the “Buyer Indemnitees”) from and against any and all losses, damages,

liabilities, claims, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or resulting

from (a) any breach of any representation or warranty of the Seller contained in this Agreement, or (b) any breach of any covenant or

agreement of the Seller contained in this Agreement.

Section 7.2 Indemnification by the Buyer.

Subject to the limitations set forth in this Article VII, the Buyer shall indemnify and hold harmless the Seller and its officers, directors,

employees, agents and Affiliates (collectively, the “Seller Indemnitees”) from and against any and all Losses arising

out of or resulting from (a) any breach of any representation or warranty of the Buyer contained in this Agreement, or (b) any breach

of any covenant or agreement of the Buyer contained in this Agreement.

Section 7.3 Survival. The representations

and warranties of the Parties contained in this Agreement shall survive the Closing for a period of twenty-four (24) months following

the Closing Date.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Expenses. Except

as otherwise expressly provided herein, each Party shall be responsible for the payment of the expenses incurred by such Party in connection

with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

Section 8.2 Notices. All notices,

requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered

personally, (b) when sent by confirmed electronic mail, (c) one (1) Business Day after being sent by a nationally recognized overnight

courier, or (d) five (5) Business Days after being mailed by registered or certified mail, return receipt requested, postage prepaid,

to the Parties at their respective addresses set forth on the signature pages hereto (or to such other address as a Party may designate

by notice to the other Parties).

Section 8.3 Entire Agreement.

This Agreement (including the Exhibits and Schedules hereto) constitutes the entire agreement among the Parties with respect to the subject

matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect

to the subject matter hereof.

Section 8.4 Governing Law. This

Agreement shall be governed by and construed in accordance with the laws of the State of State of Delaware, without regard to its conflicts

of law principles. The appropriate courts in the State of Delaware shall exclusive jurisdiction over the subject matter of this Agreement.

Section 8.5 Dispute Resolution.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall

first be submitted to mediation in Tel Aviv, Israel. If such dispute is not resolved through mediation within sixty (60) days, the dispute

shall be finally resolved by the competent courts of Tel Aviv-Jaffa, Israel, applying the laws of the State of Israel.

Section 8.6 Amendment and Waiver.

This Agreement may be amended, modified or supplemented only by a written instrument signed by all of the Parties. Any term or condition

of this Agreement may be waived at any time by the Party entitled to the benefit thereof, but only by a written instrument signed by such

Party.

Section 8.7 Severability. If

any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect,

and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties’ intent in entering into

this Agreement.

Section 8.8 Counterparts. This

Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be

one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall

be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 8.9 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express

or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever

under or by reason of this Agreement.

Section 8.10 Further Assurances.

Each Party shall execute and deliver such additional documents, instruments and conveyances and shall take such further actions as may

be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement

as of the date first written above.

BUYER:

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

Address:

SELLER:

MANDRAGOLA LTD.

By:

/s/ Gur Aryeh Segal

Name:

Gur Aryeh Segal

Title:

Address:

12 SHLOMO BEN YOSEF, STREET #15

TEL AVIV

EX-99.1 — PRESS RELEASE ISSUED ON APRIL 13, 2026

EX-99.1

Filename: ea028529301ex99-1.htm · Sequence: 6

Exhibit 99.1

BiomX Accelerates Defense Technology Buildout

with DFSL Acquisition

Acquisition expands BiomX’s defense portfolio

with aligned capabilities designed to integrate across detection, analysis, and response, reinforcing its position in AI-enabled security

systems

NETANYA, Israel, April 13, 2026 –

BiomX Inc. (NYSE: PHGE) (“BiomX” or the “Company”) today announced that it has accelerated the exercise of its

previously disclosed exclusive option and entered into a definitive agreement to acquire a controlling interest in DFSL, an Israeli defense

engineering company that develops a proprietary LADAR (Laser Radar)–based detection systems in the perimeter security, critical

infrastructure and counter-UAS markets.

This transaction marks the next step in BiomX’s expansion into

the defense sector, adding a second, complementary capability to its portfolio. With DFSL’s deployed, high-precision LADAR technology,

the company introduces real-time tracking of aerial and ground threats, complimenting its recently acquired Zorronet AI command-and-control

platform. The technologies are designed to work in function as an integrated system, creating solutions that connect detection, analysis,

and response. This strengthens BiomX’s ability to deliver reliable, AI-enabled security systems across defense, critical infrastructure,

and first-response applications.

The transaction builds on the Company’s

recent acquisition of Zorronet, BiomX’s AI-driven command-and-control platform that integrates data from cameras, drones, sensors,

and other systems into a unified operational intelligence environment. Together with DFSL, these capabilities establish a more complete

approach to real-time detection, validation, and response. This supports a functional chain from detection to learning, inference, and

action.

False positives remain a persistent challenge in modern security systems,

contributing to alarm fatigue and reduced operator effectiveness. DFSL’s LADAR platform - Dr. Yaacov Frucht, a former senior research

leader at Rafael Advanced Defense Systems - addresses this challenge by combining laser-based sensing with a proprietary AI algorithm

that processes data within the sensor itself. This enables real-time identification and tracking of targets while accurately distinguishing

true threats from background activity, significantly reducing false alarms. With demonstrated accuracy of approximately 99% in real world

applications, DFSL’s systems serve as a last line of detection in mission-critical security and defense operations.

Founded in 1995 by, DFSL builds on defense-originated laser radar technology

adapted for civilian and homeland security use. Supported by government development programs including the Israel Innovation Authority

and European security initiatives, the company’s systems have been proven in deployments across Israel and Africa, as well as in

major transportation systems including the Los Angeles Metro.

DFSL’s technology is protected by a portfolio of patents covering

both hardware design and signal processing methodologies.

“This transaction reflects how we are building the Company today,

with leadership and engineering capabilities grounded in real defense experience,” said Michael Oster, CEO of BiomX. “DFSL

brings proven technology, real-world deployments, and deep domain expertise, creating a strong foundation for building a diversified portfolio

of defense, rescue and security capabilities. In line with growing global demand, we accelerated the exercise of the option in response

to evolving defense and security requirements, where the need for real-time detection and validation continues to increase. We see significant

potential to expand DFSL’s offerings and integrate its technology into the company’s portfolio.”

“We look forward to working closely with DFSL under the BiomX

umbrella as part of a combined effort to advance next-generation detection and command-and-control capabilities,” said Idan Wasserman,

CEO of Zorronet. “Zorronet’s AI-driven platform delivers real-time detection, verification, and decision support. Combined

with DFSL’s LADAR detection systems, we will be able to create a more comprehensive and precise operational response. Together,

we believe we will enable security and defense operators to act with greater speed, accuracy, and confidence across everything from single

facilities to critical infrastructure and national borders.”

The transaction is subject to regulatory approval in Israel and shareholder

approval as required by the NYSE American. Consideration includes a cash payment, an unsecured convertible note, and warrants exercisable

at $12 per share, as well as a bonus payment tied to defined revenue thresholds. The structure is designed to align shareholder value

with future growth and performance milestones.

Forward-Looking Statements

This press release contains “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements

regarding the anticipated completion of the transaction, the expected benefits of the acquisition of DFSL, the Company’s expansion

into defense, security, and first-response markets, and the integration of DFSL’s technologies with BiomX’s existing capabilities,

including its Zorronet platform. Forward-looking statements are based on current expectations, estimates, and assumptions, and are subject

to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties

include, among others, the satisfaction of closing conditions, including regulatory and shareholder approvals, the ability to successfully

integrate DFSL’s operations and technologies, the Company’s ability to execute its strategy in defense and security markets,

and general market, economic, and industry conditions. BiomX undertakes no obligation to update any forward-looking statements, except

as required by law.

Contact

Yair Ohayon

Investor Relations

Yairo@biomx.com

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