Form 8-K

8-K — BiomX Inc.

Accession: 0001213900-26-065850

Filed: 2026-06-05

Period: 2026-06-02

CIK: 0001739174

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0293750-8k_biomx.htm (Primary)

EX-4.1 — FORM OF 12% CONVERTIBLE PROMISSORY NOTE (ea029375001ex4-1.htm)

EX-4.2 — WARRANT TO PURCHASE COMMON STOCK, DATED MAY 13, 2026 (ea029375001ex4-2.htm)

EX-10.1 — LINE OF CREDIT AGREEMENT, DATED AS OF MAY 13, 2026, BETWEEN BIOMX INC. AND MANDRAGOLA LTD (ea029375001ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0293750-8k_biomx.htm · Sequence: 1

false

0001739174

2026-06-02

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 2, 2026

BIOMX INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-38762

82-3364020

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

850 New Burton Road, Suite 201

Dover, Delaware 19904

(Address of principal executive offices, including

zip code)

(972) 52-437-4900

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

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

Act (17 CFR 240.14a-12)

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

PHGE

NYSE American

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

On June 2, 2026, BiomX Inc. (the “Company”)

issued 1,013,637 restricted shares of common stock to three individual assignees upon the partial conversion of an outstanding convertible

promissory note (the “Conversion Shares”) originally issued to Mandragola Ltd., a company formed under the laws of the State

of Israel (“Mandragola”).

As previously disclosed, on May 13, 2026, the

Company and Mandragola entered into a Line of Credit Agreement establishing a revolving line of credit of up to $2,000,000 (the “Credit

Line”) available to the Company or any operating subsidiary. Each advance is evidenced by a convertible promissory note bearing

simple annual interest at 12% and convertible into shares of the Company’s common stock at the closing price of the Common Stock

on the trading day immediately preceding delivery of the notice of conversion. The parties also agreed that prior advances made by Mandragola

in respect of the Company’s acquisition of a controlling stake in Dr. Frucht Systems Ltd. (“DFSL”) are deemed to be

advances within the Credit Line. As additional consideration for making the Credit Line available, the Company also issued to Mandragola

a five-year warrant to purchase up to 2,000,000 shares of Common Stock at an exercise price of $12.00 per share, with a cashless exercise

feature. The shares issuable upon exercise of the warrant are subject to obtaining stockholder approval under the applicable rules of

the NYSE American. The warrant was issued to Mandragola in reliance on Section 4(a)(2) of the Securities Act.

The Conversion Shares were issued upon the conversion

of approximately $379,000 in principal amount extended by Mandragola.

The Conversion Shares have not been registered

under the Securities Act of 1933 (as amended, the “Securities Act”) or under any state securities law and were offered and

issued, as applicable, in reliance upon the exemption from registration requirements of the Securities Act set forth in Section 4(a)(2)

of the Securities Act. The Company did not engage in a general solicitation or advertising regarding the issuance of the shares.

As a result of the foregoing issuance, the Company currently has 11,160,153

shares of common stock issued and outstanding.

A copy of the Credit Line, the form of Note and the Warrant issued

to Mandragola in connection with the Credit Line are attached as exhibits 10.1, 4.1 and 4.2 respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

4.1

Form of 12% Convertible Promissory Note

4.2

Warrant to Purchase Common Stock, dated May 13, 2026

10.1

Line of Credit Agreement, dated as of May 13, 2026, between BiomX Inc. and Mandragola Ltd.

104

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIOMX INC.

Date: June 5, 2026

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

EX-4.1 — FORM OF 12% CONVERTIBLE PROMISSORY NOTE

EX-4.1

Filename: ea029375001ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION.

THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION

FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER.

FORM OF CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, ______________,

a company formed under the laws of the State of Israel (the “Borrower”), hereby promises to pay to Mandragola Ltd. a

company formed under the laws of the State of Israel (the “Holder”), the aggregate principal amount of the Loan (as defined

below) which is outstanding from time to time and evidenced hereby as set forth below.

Upon at least two (2) business

days’ prior written notice to the Holder, the Borrower may borrow from the Holder, and the Holder shall advance to the Borrower, such

amount that is so requested by the Borrower; provided, however, that the aggregate principal amount outstanding under this

Note shall not exceed $2,000,000.00 at any given time and the Holder shall not be obligated to make any advances if an Event of Default

has occurred and is continuing. The principal amount borrowed and outstanding under this Note is sometimes referred to herein as the “Loan”.

The Loan is being made in

connection with the transactions contemplated by the Agreement dated as of May 13, 2026 (the “Credit Agreement”) between

BiomX Inc., a Delaware corporation (“BiomX”), and Holder.

The outstanding amount of

the Loan shall be due and payable on or before May 13, 2029 (the “Maturity Date”).

Upon the occurrence and during

the continuance of any Event of Default (as defined in the Credit Agreement), the amounts then due and payable under this Note (including

the entire principal if such payments are accelerated at the election of the Holder) shall bear interest equal to the lesser of (a) the

maximum amount permitted to be charged under applicable law or (b) fifteen (15%) percent per annum from the due date thereof until paid

in full or such Event of Default has been cured or waived (the “Default Interest Rate”).

The following additional terms shall apply to this

Note:

ARTICLE I

GENERAL

1.1 Interest

Rate. Interest on the outstanding amount of the Note shall accrue at the simple annual interest rate of 12%.

1.2 Payment

Records. The amount, date and unpaid balance of the Loan shall be as evidenced by the applicable books and records of the Holder,

which shall be conclusive evidence thereof in the absence of manifest error. The Holder is hereby authorized to endorse such particulars

of the Loan on the grid attached hereto.

1.3 Payment on Non-Business

Day. If this Note, or any payment hereunder, falls due on a Saturday, Sunday or a public holiday in Israel, this Note shall fall due

or such payment shall be made on the next succeeding business day.

1.3 Cost of Collection.

If any payment due hereunder is not paid when due, the Borrower agrees to pay all costs of collection, including attorney’s fees, all

of which shall be added to the amount due hereunder, such charges to bear interest at the Default Interest Rate. In addition, if this

Note is referred by Holder to any attorney for collection, the Borrower shall pay all attorney fees incurred by Holder therefor.

1.5 Prepayment. The

Borrower may prepay all or part of this Note without penalty or premium.

ARTICLE II

CONVERSION

2.1 Conversion Right; Conversion

Price. The Holder may elect at any time to convert all or any portion of the unpaid principal balance of the Note and all accrued

and unpaid interest thereon into shares of the common stock of BiomX (the “Common Stock”) at a price per share equal

to the Conversion Price of a share of Common Stock on the Trading Market (such per share conversion price being the “Conversion

Price” and such shares referred to as the “Conversion Stock”), subject to adjustment as herein provided,

upon written notice to the Company of Holder’s election to convert any portion of such unpaid principal balance.

As used herein, “Conversion

Price” shall be the closing price of the Common Stock on the Trading Market on the trading day immediately preceding the delivery

of notice by the Holder of its desire to convert the outstanding amount of the Note. Conversion Stock shall be issued as book entry shares

and no physical certificates shall be issued. No fractional shares of Conversion Stock shall be issued upon conversion of this Note. In

lieu of such fractional shares, the Company shall round to the nearest share with each half share rounded up to the nearest share. “Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: OTC Markets, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or

the New York Stock Exchange (or any successors to any of the foregoing).

2.2 Exchange Cap. Notwithstanding

any other provision of this Note, in no event shall the aggregate number of shares of Common Stock issued upon conversion of this Note,

when aggregated with shares of Common Stock issued in any related issuance (including the conversion of any other promissory note or convertible

instrument issued by the Borrower), exceeds 19.99% of the outstanding Common Stock, unless and until BiomX obtains the requisite stockholder

approval under NYSE American. If needed, BiomX covenants to use commercially reasonable efforts to obtain such stockholder approval as

promptly as practicable following the date of this Note.

2.3 Form of Conversion Stock; Legend.

Conversion Stock shall be issued as book-entry shares (no physical certificates) and shall bear a customary restrictive legend reflecting

that the Conversion Stock is being issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”) and/or Rule 506(b) of Regulation D thereunder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Borrower. The Borrower hereby represents and warrants to the Holder that:

3.1.1 Organization, Good

Standing and Qualification. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of

the State of Israel.

3.1.2 Authorization.

All organizational action on the part of the Borrower, its officers and directors necessary for the authorization, execution and delivery

of this Note and the performance of all obligations of the Borrower hereunder has been taken and the Note constitutes valid and legally

binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms.

3.1.3 Governmental Consents.

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,

state or local governmental authority on the part of the Borrower is required in connection with the consummation of the transactions

contemplated by this Note.

3.1.4 Compliance with Other

Instruments. The Borrower is not in violation or default of any provisions of its Articles of Incorporation or By-laws or of any material

instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or of any provision of federal or

state statute, rule or regulation applicable to the Borrower. The execution, delivery and performance of this Note and the consummation

of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the

passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract

or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Borrower.

3.2 Representations

and Warranties of the Holder. The Holder hereby represents and warrants to the Borrower and BiomX that:

3.2.1 Organization, Good

Standing and Qualification. The Holder is a corporation duly organized, validly existing and in good standing under the laws of the

State of Israel.

3.2.2 Authorization.

All organizational action on the part of the Holder, its officers and directors necessary for the authorization, execution and delivery

of this Note and the performance of all obligations of the Holder hereunder has been taken and the Note constitutes valid and legally

binding obligations of the Holder, enforceable against the Holder in accordance with its terms.

3.2.3 Governmental Consents.

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,

state or local governmental authority on the part of the Holder is required in connection with the consummation of the transactions contemplated

by this Note.

3.2.4 Compliance with Other

Instruments. The Holder is not in violation or default of any provisions of its Articles of Incorporation or By-laws or of any material

instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or of any provision of federal or

state statute, rule or regulation applicable to the Holder. The execution, delivery and performance of this Note and the consummation

of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the

passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract

or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Holder.

3.2.5 Securities

Representations. The Holder (a) is an “accredited investor”, as defined in Rule 501(a) of Regulation D under the Securities

Act; (b) is acquiring this Note (and any Conversion Stock issued hereunder) for its own account, for investment purposes only, and not

with a view to or for sale in connection with any distribution thereof in violation of the Securities Act; (c) has access to such information

concerning BiomX as it deems necessary, including the filings made by BiomX with the U.S. Securities and Exchange Commission, and has

had the opportunity to ask questions of BiomX’s management; (d) is able to bear the economic risk of the investment, including a

complete loss thereof; and (e) understands that this Note (and any Conversion Stock) constitute restricted securities under Rule 144 of

the Securities Act and will bear a customary restrictive legend.

ARTICLE IV

MISCELLANEOUS

4.1 Adjustments to Conversion

Price. Without limiting any provision hereof, if BiomX at any time on or after the date hereof subdivides (by any stock split, stock

dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares,

the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without Limiting any provision hereof,

if Borrower at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of

its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination

will be proportionately increased. Any adjustment pursuant to this Section 4.1 shall become effective immediately after the effective

date of such subdivision or combination. If any event requiring an adjustment under this Section 4.1 occurs during the period that a Conversion

Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

4.2 Failure or Indulgency

Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise

thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of,

any rights or remedies otherwise available.

4.3 Notices. All notices

or other communications given or made hereunder shall be in writing and shall be deemed delivered the day such notice is delivered by

personal service or mailed by overnight courier to the party to receive the same at its last known address or to such other address as

either party shall hereafter give to the other by notice duly made under this Section 4.3.

4.4 Amendment. This

Note shall only be amended by a writing signed by both parties hereto.

4.5 Assignability.

The Borrower may not assign the rights and obligations under this Note to a third party without the prior written consent of the Holder.

The Holder may assign its rights hereunder without the prior consent of the Borrower. This Note shall be binding upon the Borrower and

its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

4.5 Governing Law.

This Note has been executed in and shall be governed by the internal laws of the State of Israel, without regard to the principles of

conflict of laws.

IN WITNESS WHEREOF, the parties have caused this

Note to be signed in its name by its duly authorized officer on this ____ day of ________.

[BORROWER]

By:

Name:

Title:

President

MANDRAGOLA LTD.

By:

Name:

Title:

GRID for PROMISSORY NOTE

Date

Amount Advanced

EX-4.2 — WARRANT TO PURCHASE COMMON STOCK, DATED MAY 13, 2026

EX-4.2

Filename: ea029375001ex4-2.htm · Sequence: 3

Exhibit

4.2

WARRANT

BIOMX

INC.

WARRANT

TO PURCHASE COMMON STOCK

Warrant

Shares: 2,000,000

Date

of Issuance: May 13, 2026 (“Issuance Date”)

BIOMX

INC., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, MANDRAGOLA LTD., the registered holder hereof or its permitted assigns (the “Holder”),

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

upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer

or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, 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”). Except as otherwise defined herein, capitalized terms in

this Warrant shall have the meanings set forth in Section 16. This Warrant is the Warrants to purchase Common Stock issued to Holder

pursuant to that certain Agreement dated May 13, 2026 by and between the Company and the Holder (the “Agreement”).

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 the Issuance Date 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.

(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)

if on

or after the Required Delivery Date, Holder (or any other Person in respect, or on behalf, of Holder) purchases (in an open market

transaction or otherwise) Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by Holder of

all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion

of the number of shares of Common Stock, that Holder so anticipated receiving from the Company without any restrictive legend, then,

within five (5) Trading Days after Holder’s request and in Holder’s sole discretion, either (A) pay cash to Holder in

an amount equal to Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any)

for the Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to so credit Holder’s

balance account shall terminate and such shares shall be cancelled, or (B) promptly honor its obligation to so credit Holder’s

DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with

its obligations hereunder and pay cash to Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of

(1) such number of shares of Common Stock that the Company was required to deliver to Holder by the Required Delivery Date multiplied

by (2) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date Holder purchased

Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

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 4.99% 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 4.99% 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 and 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 SPA 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 $0.0001 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 May 13, 2031 or, if such date falls on a day other than a Business Day or

on which trading doe snot 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:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

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.

EX-10.1 — LINE OF CREDIT AGREEMENT, DATED AS OF MAY 13, 2026, BETWEEN BIOMX INC. AND MANDRAGOLA LTD

EX-10.1

Filename: ea029375001ex10-1.htm · Sequence: 4

Exhibit 10.1

AGREEMENT

This Agreement (this “Agreement”)

dated as of May 13, 2026 is by and between BiomX Inc., a Delaware corporation (“BiomX”), and Mandragola Ltd., an Israeli

company (“Mandragola”).

WHEREAS, the parties are

parties to Stock Purchase & Assignment Agreement (the “SPA”) pursuant to which the Company purchased from Mandragola 100%

of Mandragola’s shareholdings in DFSL, representing 60% of the issued and outstanding voting equity capital of DFSL on a fully diluted

basis; and

WHEREAS, pursuant to the

terms of the SPA, Mandragola agreed to provide to the BiomX a credit line in an amount and on terms to be mutually agreed u, to be utilized

for the development and expansion of the business of BiomX, including the operation of DFSL;

WHEREAS, the parties desire

to enter into this more formalized arrangement regarding the terms of borrowings to be made available to BiomX and its subsidiaries;

NOW, THEREFORE, in consideration

of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1. Line of Credit. Mandragola hereby establishes

a line of credit (the “Credit Line”) to be available to BiomX or any operating subsidiary of BiomX, including without

limitation, Biomx Ltd, DFSL, Zorronet (each of which shall hereinafter be referred to as “Borrower”) in the aggregate

principal amount of up to Two Million and 00/100 Dollars ($2,000,000.00) (the “Credit Limit”). Any Borrower shall have

the right to borrow, prepay, and reborrow, an amount up to the Credit Limit. In connection herewith, Borrower shall execute and deliver

to Lender a convertible promissory note reflecting the draw down on the Credit Line up to a maximum of the Credit Limit and in the form

annexed hereto as Exhibit A (the “Note”). All sums advanced on the Credit Line or pursuant to the terms of this Agreement

(each an “Advance”) shall accrue interest at the annual rate of 12% and be convertible to shares of common stock of BiomX

based on the last closing price immediately prior to the date of the Request Notice (defined below).

The parties hereby agree that the prior advances made

by Mandragola in respect of the purchase of the DFSL shares shall be deemed to be an Advance to BiomX and within the Credit Limit and

shall be reflected by a Note executed in such amount.

2. Advances.

Any request for an Advance may be made from time to time and in such amounts as Borrower may choose; provided, however,

any requested Advance will not, when added to the outstanding principal balance of all previous Advances, exceed the Credit Limit. A request

for an Advance shall be made by Borrower in a written notice (the “Request Notice”) to Mandragola at least two (2)

business days prior to the date that Borrower desires to receive an Advance. Mandragola shall disburse to Borrower the requested Advance

on or before the date specified in Borrower’s Request Notice. Mandragola may refuse to make any requested Advance if an Event of

Default (as defined below) has occurred and is continuing hereunder either at the time the Request Notice is given or the date the Advance

is to be disbursed, by providing written notice to Borrower of such refusal (which notice shall also specify the Event of Default upon

which such refusal is based) no later than the date on which the Advance is to be disbursed to Borrower. Borrower shall pay, and there

shall be immediately due and payable, the entire unpaid principal balance, together with any accrued interest and other unpaid charges

or fees hereunder. Borrower may prepay principal at any time without penalty or premium.

3. Warrants.

In further consideration of making the Credit Line available to the Borrowers, BiomX shall issue a warrant to Mandragola for 2,000,000

shares of common stock of BiomX, exercisable for 5 years and containing other terms and conditions as provided in the warrant attached

hereto as Exhibit B.

4. Events

of Default. An “Event of Default” will occur if any of the following events occurs: (a) failure to pay any principal

or interest hereunder within fifteen (15) business days after written notice by Mandragola of Borrower’s failure to make such payment

when due; and (b) filing by or against Borrower, as the case may be, of a voluntary or involuntary petition in bankruptcy seeking reorganization,

arrangement or readjustment of debts, or any other relief under the Bankruptcy Code as amended or under any other insolvency act or law,

state or federal, now or hereafter existing.

5. Remedies.

Upon the occurrence of an Event of Default, Mandragola may declare the entire unpaid principal balance, together with accrued interest

thereon, to be immediately due and payable without presentment, demand, protest, or other notice of any kind. Mandragola may suspend or

terminate any obligation it may have hereunder to make additional Advances. To the extent permitted by law, Borrower waives any rights

to presentment, demand, protest, or notice of any kind in connection with this Agreement. No failure or delay on the part of Mandragola

in exercising any right, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other

right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided

at law or in equity.

6. Miscellaneous.

6.1 Notices.

All notices or other communications required or permitted hereunder shall be in writing. Any notice, request, demand, claim or other communication

hereunder shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed, three (3) business days after having

been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth

below, (c) if given by facsimile, once such notice is transmitted to the facsimile number specified below and the appropriate answer back

or telephonic confirmation is received, or (d) if sent through an overnight delivery service in circumstances to which such service guarantees

next day delivery, the day following being so sent:

(i) If

to Mandragola:

8 Ha’Gavish Street, 5th

Floor

Netanya, Israel

Email: a@mandragolaltd.com

Or mandragolaltd@gmail.com

Attn: Gur Aryeh Segal

(ii) If

to a Borrower, to its address on the Request Notice with a copy to:

BiomX Inc.

Email: Michaelo@Biomx.com

Attn: MIchaelOster

Any party may change the address

to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

6.2 Choice

of Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware and the federal

laws of United States applicable therein, without giving effect to principles of conflicts of law.

6.3 Waiver

of any and all Rights to a Trial by Jury. All parties to this Agreement unconditionally, irrevocably and expressly waive all rights

to trial by jury in any action, proceeding, suit, counterclaim or cross-claim in any matter (whether sounding in tort, contract or otherwise)

in any way arising out of or otherwise relating to this Agreement or the transaction or the relationships established hereunder. All parties

confirm that the foregoing waiver of a trial by jury is informed and freely made.

6.4 Entire

Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect of the transactions contemplated

hereby and supersedes all prior agreements, arrangements and understandings of the parties relating to the subject matter hereof. No representation,

promise, inducement, waiver of rights, agreement or statement of intention has been made by any of the parties which is not expressly

embodied in this Agreement, such other agreements, notes or instruments related to this transaction executed simultaneously herewith,

or the written statements, certificates, schedules or other documents delivered pursuant to this Agreement or in connection with the transactions

contemplated hereby.

6.5 Assignment.

Each party’s rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without

the other party’s prior consent, and any such assignment or attempted assignment shall be void, of no force or effect, and shall constitute

a material default by such party.

6.6 Amendments.

This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions

hereof may be waived, only by a written instrument executed by Lender and Borrower, or in the case of a waiver, by the party waiving compliance.

6.7 Waivers.

The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a

later time to enforce the same. No waiver by any party of any condition, or the breach of any term, covenant, representation or warranty

contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further

or continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation or warranty of this Agreement.

6.8 Execution.

This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument.

6.9 Severability. If any term,

provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full

force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the

transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties

shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in

an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest

extent possible.

[remainder of page intentionally left blank; signature

page to follow]

IN WITNESS WHEREOF, the parties have executed this Agreement

on the date first written above.

BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

MANDRAGOLA LTD.

By:

/s/ Gur AryehSegal

Name:

G A Segal

Title:

Director

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

Jun. 02, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 02, 2026

Entity File Number

001-38762

Entity Registrant Name

BIOMX INC.

Entity Central Index Key

0001739174

Entity Tax Identification Number

82-3364020

Entity Incorporation, State or Country Code

Entity Address, Address Line One

850 New Burton Road

Entity Address, Address Line Two

Suite 201

Entity Address, City or Town

Dover

Entity Address, State or Province

Entity Address, Postal Zip Code

19904

City Area Code

972

Local Phone Number

52-437-4900

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

PHGE

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration