Form 8-K

8-K — BiomX Inc.

Accession: 0001213900-26-038095

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0001739174

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

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0284436-8k_biomx.htm (Primary)

EX-4.1 — UNSECURED CONVERTIBLE PROMISSORY NOTE (ea028443601ex4-1.htm)

EX-4.2 — PRE-FUNDED WARRANT (ea028443601ex4-2.htm)

EX-4.3 — FIVE YEAR WARRANT (ea028443601ex4-3.htm)

EX-10.1 — OPTION AGREEMENT AND UNDERTAKING DATED AS OF MARCH 31, 2026 BY AND BETWEEN BIOMX INC. AND MANDRAGOLA LTD (ea028443601ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0284436-8k_biomx.htm · Sequence: 1

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0001739174

2026-03-31

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 31, 2026

BIOMX

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38762

82-3364020

(State or other jurisdiction

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 ☐

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.

March 31, 2026, BiomX Inc., a Delaware corporation (“BiomX”

or the “Company”)) and Mandragola Ltd, a company formed under the laws of the State of Israel (“Mandragola), entered

into an Option and Undertaking Agreement (the “Option Agreement”) 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 closing of the Option is subject to the closing by Mandragola on its agreement with DFSL and DFSL’s

shareholder for the purchase, initially, by Mandragola of 60% of the issued and outstanding share capital of DFSL (the “DFSL Shareholdings”).

Upon the closing by Mandragola of its acquisition of the DFSL Shareholdings, BiomX intends to contemporaneously close on the Option. The

closing by Mandragola of the purchase of the DFSL Shareholdings is subject to standard closing conditions as well as the written confirmation

and approval of the Israel Innovation Authority (“IIA”) to the transfer of ownership and control of DFSL contemplated under

such agreement. DFSL has previously received grants from the IIA for the development of its anti-drone technology.

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.

Subject to the closing by Mandragola of its purchase of the DFSL Shareholdings

and the exercise of the Option, DFSL will become a majority owned operating subsidiary of BiomX.

The

purchase price for the Option and the exercise thereof, which is payable to Mandragola upon the closing of the DFSL Shareholdings, shall

be comprised of

(i) Cash

payment of $100,000;

(ii) Issuance

of an unsecured convertible promissory note in the principal amount

of $5 million, which note is convertible solely at the option of BiomX, 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; and the form of note is attached hereto as Exhibit

4.1 (the “Note”);

(iii) Shares

of Series D Preferred Stock (to be created) which will be convertible into shares of BiomX Common Stock on the terms and conditions

to be set forth in the Certificate of Designations of Series D Convertible Preferred Stock to be filed with the State of Delaware

upon exercise of the Option which, which series of preferred shall be convertible for 9.9% of the then issued and outstanding shares

of BiomX’s Common Stock at a per share conversion rate of $12.00 (the “Preferred Stock”);

(iv) pre-funded

warrants for 9.99% of the then issued and outstanding shares of BiomX’s Common stock,

in the form attached hereto as Exhibit 4.2 (the “Pre-Funded Warrant”);

(v) Five

year warrant exercisable at a per share exercise price of $12 for 19.99% of the then issued

and outstanding shares of BiomX’s Common stock in the form attached hereto as Exhibit

4.3 (the “Warrant”).

The

conversion of the Note and the exercise of the Warrants are subject to approval of BiomX’s shareholders. BiomX intends to submit

to its stockholders for their consideration the approval of the issuance of the shares of Common Stock issuable upon conversion of the

Series D Preferred Stock and upon exercise of the Warrants into an aggregate of more than 19.99% of the outstanding shares of Common

Stock in accordance with the rules of NYSE American LLC.

additional consideration for the Option, BiomX agreed that in the event that DFSL shall record annual revenues of $25 million or more

on or after fiscal year 2027, Mandragola shall be entitled to a bonus payment equal to 5% of such recorded revenues The bonus is payable,

at the discretion of BiomX, in restricted shares of BiomX common stock or cash.

The

above description of the Option Agreement, the Note, the Preferred

Stock, the Pre-Funded Warrant and the Warrant are qualified in their entirety by reference to these instruments, copies of which are attached

hereto as Exhibit 4.1, 4.2, 4.3 and 10.1, respectively.

Subject

to the closing of the Option, Mandragola also agreed to provide to BiomX a credit line in an amount and with terms to be agreed upon

to be utilized for the development and expansion of the business of DFSL and payment of DFSL third party debts.

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

closing of the transactions contemplated by the Securities Purchase Agreement and timing thereof, the filing and effectiveness of the

Registration Statement pursuant to the Registration Rights Agreement and the timing thereof, and the intention to file a proxy statement

with the SEC. 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 satisfaction

of closing conditions to the private placement, 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

4.2

Pre-funded Warrant

4.3

Five Year Warrant

10.1

Option Agreement and Undertaking dated as of March 31, 2026 by and between BiomX Inc. and Mandragola Ltd.

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 1, 2026

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

EX-4.1 — UNSECURED CONVERTIBLE PROMISSORY NOTE

EX-4.1

Filename: ea028443601ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS

NOT 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.

$5,000,000

________,

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 FIVE MILLION Dollars ($5,000,000) (the “Principal Amount”) on or before ____________, 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.

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.

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.

Unsecured Obligation: The obligations of the Company under this Note are unsecured.

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.

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.

Conversion 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 ofva 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).

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.

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.

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.

Events of Default: If any of the following conditions or events (“Events of Default”) shall occur and shall be continuing:

(i)

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)

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)

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.

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:

Name:

Title:

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

EX-4.2

Filename: ea028443601ex4-2.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: _________

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 __, 2031 (the “Termination Date”) but not thereafter, to subscribe

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

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:

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

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

= 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 register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the 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)

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:

Name:

Title:

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; or

☐ [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:

Address:

Dated:

______________ _____,

_____

Holder’s

Signature:

Holder’s

Address:

EX-4.3 — FIVE YEAR WARRANT

EX-4.3

Filename: ea028443601ex4-3.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: ______, 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 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.

Failure to Timely Deliver 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)

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).

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:

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

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

= 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.

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).

Scholes Value – FT. 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.

for Multiple Warrants. 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).

(c)

“Black Scholes Value – Consideration” 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]

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:

Name:

Title:

EXHIBIT

EXERCISE

NOTICE

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.

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

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:

the total number of shares with respect to which the Warrant is then being exercised = _______________.

Black Scholes Value (as defined in Section 16 of the Warrant) = _______________.

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

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 ____________________.

BIOMX INC.

By:

Name:

Title:

EX-10.1 — OPTION AGREEMENT AND UNDERTAKING DATED AS OF MARCH 31, 2026 BY AND BETWEEN BIOMX INC. AND MANDRAGOLA LTD

EX-10.1

Filename: ea028443601ex10-1.htm · Sequence: 5

Exhibit

10.1

OPTION

AGREEMENT AND UNDERTAKING

Option

Agreement and Undertaking dated March 31, 2026 (this “Agreement”) by and between MANDRAGOLA LTD., a company

formed under the laws of the State of Israel (“Mandragola”), and BIOMX INC., a Delaware corporation (“BiomX”).

WHEREAS,

Mandragola has entered into an agreement with Dr. Frucht Systems Ltd., a company formed under the laws of the State of Israel (“DFSL”),

to purchase ordinary shares of DFSL representing 60% of the issued and outstanding share capital of DFSL (the “DFSL Purchase

Agreement”), which purchase is subject to certain closing conditions as provided therein.

NOW,

THEREFORE, in consideration of the foregoing and additional consideration, the receipt and sufficiency of which is hereby acknowledged,

the parties agree as follows:

Section

1. Option. Mandragola hereby grants BiomX and/or its designee the right (the “Option”) to purchase 100% of

Mandragola’s shareholdings in DFSL, to be exercised any time after Mandragola is issued the shares in DFSL . Mandragola agrees

that BiomX shall have the right to purchase all or any portion of the DFSL shares as well as assign its right to a third party.

Section

2. Purchase Price. The purchase price to be paid by BiomX to Mandragola for the Option and in respect of the exercise of the Option

shall consist of the following, which shall become payable at the closing of the Option:

(i) Cash

payment of $100,000;

(ii) Issuance

of an unsecured convertible promissory in the principal amount of $5 million, the form of

which is attached hereto as Exhibit A;

(iii) Shares

of a newly created series of non-voting preferred stock which will be convertible into shares

of BiomX Common Stock at a conversion price and on the terms and conditions set forth in

the Certificate of Designations of said preferred stock, which, together with the shares

issuable upon exercise of the Pre-Funded Warrants referred to below, shall be convertible

for 19.9% of then issued and outstanding shares of BiomX’s Common Stock;

(iv) Pre-funded

warrants for shares of BiomX Common stock; and

(v) Five

year warrant exercisable at a per share exercise price of $12 for up to 19.9% of the then

issued and outstanding shares of BiomX’s Common stock.

Section

3. Bonus Payment. As additional consideration for the issuance of the Option, BiomX agrees that in the event that DFSL shall record

annual revenues of $25 million or more on or after fiscal year 2027, Mandragola shall be entitled to a bonus payment equal to 5% of such

recorded revenues (the “Bonus Payment”). The Bonus Payment shall be payable, at the discretion of BiomX, in restricted

shares of BiomX common stock or cash.

Section

4. Closing. The issuance of the Option shall take place contemporaneously with the closing of the transactions contemplated by

the DFSL Purchase Agreement.

Section

5. Undertaking by Mandragola. Subject to the closing of the Option, Mandragola hereby agrees to provide to BiomX a credit line

in an amount and with terms to be agreed upon to be utilized for the development and expansion of the business of DFSL, including the

payment of the obligations of Mandragola to DFSL as provided for in the DFSL Purchase Agreement.

Section

6. Binding Effect. This Agreement constitutes a binding and enforceable agreement of Mandgragola and BiomX and its successors

and assigns.

Section

7. Governing Law; Counterparts. This Agreement will be governed by and construed in accordance with the internal laws (and not

the laws of conflicts) of the State of Delaware and the appropriate court located in the State of Delaware shall exclusive jurisdiction

over any dispute relating to this Agreement. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf),

and all of which taken together will constitute one and the same agreement. This Agreement constitutes the entire agreement between the

parties hereto and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter

hereof.

Remainder

of Page Intentionally Omitted; Signature Pages to Follow

WITNESS WHEREOF the parties have duly executed this document as of the day and year first above written.

MANDRAGOLA LTD

BIOMX INC.

By:

Name:

Title:

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