Form 8-K

8-K — BiomX Inc.

Accession: 0001213900-26-042200

Filed: 2026-04-10

Period: 2026-04-10

CIK: 0001739174

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

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0285346-8k_biomx.htm (Primary)

EX-4.1 — FORM OF NON-CONVERTIBLE PROMISSORY NOTE (ea028534601ex4-1.htm)

EX-10.1 — STOCK PURCHASE AGREEMENT DATED APRIL 10, 2026 (ea028534601ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED APRIL 10, 2026 (ea028534601ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0285346-8k_biomx.htm · Sequence: 1

false

0001739174

2026-04-10

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 10, 2026

BIOMX INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38917

82-3364020

(State of incorporation)

(Commission File No.)

(I.R.S. Employer ID)

850

New Burton Road, Suite 201, Dover, DE 19904

(Address

of principal executive offices) (Zip Code)

972 52

437 4900

(Registrant’s telephone number)

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

☐

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

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

PHGE

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

On April 10, 2026, BiomX Inc. (NYSE American: PHGE)

(the “Company”) entered into and simultaneously closed a definitive Stock Purchase Agreement (the “SPA”) with

Water IO Ltd. (“Water IO”), a publicly traded Israeli company listed on the Tel Aviv Stock Exchange, pursuant to which the

Company acquired 100% of the issued and outstanding share capital of Zorro Net Ltd. (“ZorroNet”), an Israeli artificial

intelligence defense technology company.

ZorroNet develops and deploys proprietary AI-powered

computer vision and autonomous surveillance systems for defense, homeland security and critical infrastructure protection.

Its smart software platform performs real-time autonomous threat detection, object recognition, perimeter intrusion identification

and automated event-triggered response, with native integration into unmanned aerial systems (UAS/drones), alarm networks and command-and-control

(C2) systems. ZorroNet’s technology is operationally deployed at Israel Defense Forces (IDF) bases, military security operations

centers and critical national infrastructure sites, with active engagements with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top

Israel’s preeminent defense prime contractors.

As consideration, the Company issued to Water

IO: (i) 1,300,000 shares of common stock; and (ii) a non-convertible promissory note in the amount of $1,250,000, bearing

interest at the short-term applicable federal rate, payable July 7, 2026. The note is non-convertible and will not result in any additional

dilution to existing stockholders.

The Company also assumed certain obligations to

ZorroNet’s founders, including a performance-based earnout payable by March 31, 2027 equal to the greater of 125% of ZorroNet’s

2026 consolidated revenue or 8x 2026 consolidated EBITDA, and a commitment to retain key ZorroNet personnel for three years on no less

favorable terms.

The Company has agreed to file a registration

statement with the SEC within 45 days of closing covering the resale of the shares issued to Water IO.

The foregoing description of the SPA and Note are qualified in its entirety by reference to the full text thereof, filed as Exhibit

10.1 and 4.1, respectively.

Item

2.01 Completion of Acquisition or Disposition of Assets.

On April 10, 2026, the Company completed the

strategic acquisition of 100% of ZorroNet, a revenue-generating, operationally deployed Israeli AI defense technology company.

The information set forth in Item 1.01 is incorporated herein by reference.

The acquisition is immediately accretive

and adds production-deployed, revenue-generating AI-powered defense capabilities with an established customer base across military,

government and homeland security end markets. The Company believes the transaction positions BiomX as a differentiated AI-first

defense technology platform operating in the rapidly expanding global market for autonomous ISR, AI-enabled threat detection, smart

border security and counter-drone technology.

Item

3.02 Unregistered Sales of Equity Securities.

In connection with the acquisition, the Company

issued 1,300,000 shares of common stock to Water IO in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended. No general

solicitation was used. A registration statement covering resale of such shares will be filed within 45 days.

Item

7.01 Regulation FD Disclosure.

On April 10, 2026, the Company issued a press release

announcing the completion of its acquisition of ZorroNet, establishing BiomX as an AI-powered defense technology platform company

with deployed, revenue-generating autonomous surveillance and threat detection capabilities serving military, homeland security

and critical infrastructure customers. A copy of the press release is furnished as Exhibit 99.1.

The information under Item 7.01, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

To be filed by amendment within seventy-one (71)

days.

(b) Pro Forma Financial Information.

To be filed by amendment within seventy-one (71)

days.

(d) Exhibits.

4.1

Form of Non-Convertible Promissory Note

10.1

Stock Purchase Agreement dated April 10, 2026

99.1

Press Release dated April 10, 2026

104

Cover Page Interactive Data File (Inline XBRL)

SIGNATURES

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: April 10, 2026

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

EX-4.1 — FORM OF NON-CONVERTIBLE PROMISSORY NOTE

EX-4.1

Filename: ea028534601ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,

HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE

SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ACCETABLE TO COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED AND

THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAW

$1,250,000.00

April 10, 2026

NON-CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, BiomX Inc., a Delaware

corporation (“Maker”), promises to pay to the order of Water IO Ltd. (“Holder”), the principal sum of One Million

Two Hundred Fifty Thousand United States Dollars ($1,250,000.00).

1. Maturity. The outstanding principal

and accrued interest shall be due and payable in full three (3) months from the date hereof (the “Maturity Date”).

2. Interest. Interest accrues at the short-term

Applicable Federal Rate in effect on the date hereof, compounded annually, on a 360-day year basis.

3. Payment. Payments in U.S. Dollars by

wire transfer. Prepayment permitted without penalty.

4. Non-Convertible. This Note is not convertible

into any equity securities of Maker.

5. Default. Events of Default: (a) failure

to pay within five (5) business days when due; (b) bankruptcy filing or assignment for benefit of creditors; (c) appointment of a receiver

for a substantial part of Maker’s assets. Upon default, the entire balance becomes immediately due at Holder’s election.

6. Governing Law. New York law governs.

7. Waiver. Maker waives presentment, demand,

protest and all notices.

BIOMX INC.

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

ACKNOWLEDGED AND AGREED:

WATER IO LTD.

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

CEO

EX-10.1 — STOCK PURCHASE AGREEMENT DATED APRIL 10, 2026

EX-10.1

Filename: ea028534601ex10-1.htm · Sequence: 3

Exhibit 10.1

STOCK PURCHASE AGREEMENT

by and between

BIOMX INC.

and

WATER IO LTD.

Dated as of April 10, 2026

This STOCK PURCHASE AGREEMENT (this

“Agreement”) is entered into and effective as of April 10, 2026 (the “Effective Date” and the “Closing

Date”), by and between:

BiomX Inc., a Delaware corporation

whose shares of common stock are listed on the New York Stock Exchange (“NYSE”) (“Buyer”); and

Water IO Ltd., a company organized

under the laws of the State of Israel whose shares are listed on the Tel Aviv Stock Exchange (“Seller”).

Buyer and Seller are each a “Party”

and collectively, the “Parties.”

RECITALS

WHEREAS, Seller is the record and beneficial

owner of 100% of the issued and outstanding share capital of Zorro Net Ltd., a company organized under the laws of the State of Israel

(“Company” or “ZorroNet”) (such shares, the “Company Shares”);

WHEREAS, the Company is engaged in the

development and commercialization of proprietary visual artificial intelligence and computer vision technology platforms for defense,

homeland security and critical infrastructure protection applications, including real-time autonomous threat detection, object recognition,

event-triggered response systems and integration with unmanned aerial systems;

WHEREAS, Seller desires to sell, and Buyer

desires to purchase, 100% of the Company Shares, and the Parties desire to simultaneously execute and close the transactions contemplated

hereby; and

WHEREAS, in connection with the acquisition,

Buyer has agreed to assume certain obligations of Seller with respect to the founders and former shareholders of the Company.

NOW, THEREFORE, in consideration of the

mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the Parties agree as follows:

ARTICLE I DEFINITIONS

Capitalized terms used but not otherwise defined

herein shall have the following meanings:

“Assumed Obligations”

has the meaning set forth in Section 2.4.

“Closing” means the

consummation of the transactions contemplated hereby, which shall occur simultaneously with the execution and delivery of this Agreement.

“Earnout Payment”

has the meaning set forth in Section 2.4(a).

“Founder Beneficiaries”

means the founders and former shareholders of the Company to whom Seller has outstanding obligations as set forth on Schedule 2.4.

“Key Employees” means

those employees of the Company identified on Schedule 2.4(b).

“Note” means the

non-convertible promissory note in the principal amount of $1,250,000 issued by Buyer to Seller at Closing in the form attached hereto

as Exhibit A.

“Share Consideration”

means 1,300,000 shares of Buyer’s common stock, par value $0.0001 per share.

ARTICLE II PURCHASE AND SALE; CLOSING

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby

sells, assigns, transfers and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, 100% of the Company Shares, free

and clear of all liens, encumbrances and restrictions (other than restrictions arising under applicable securities laws), effective as

of the execution of this Agreement.

2.2 Consideration. In full consideration for the Company Shares, Buyer hereby delivers to Seller

at Closing: (a) the Share Consideration; and (b) the Note.

2.3 Simultaneous Sign and Close. The Parties acknowledge and agree that the Closing is occurring

simultaneously with the execution and delivery of this Agreement. The execution and delivery of this Agreement by each Party shall constitute

conclusive evidence that all conditions to such Party’s obligations to consummate the Closing have been satisfied or waived.

2.4 Assumption of Obligations to Founder Beneficiaries. As additional consideration for the

Company Shares, and as a material inducement for Seller to enter into this Agreement, Buyer hereby assumes and agrees to perform, discharge

and be bound by the following obligations of Seller with respect to the Founder Beneficiaries (collectively, the “Assumed Obligations”):

(a) Earnout Payment. Buyer shall pay (or cause the Company to pay) to the Founder Beneficiaries,

no later than March 31, 2027, an amount in cash equal to the greater of: (i) 125% of the Company’s consolidated revenue for the

fiscal year ending December 31, 2026, as determined in accordance with International Financial Reporting Standards (“IFRS”)

consistently applied; or (ii) eight (8) times the Company’s consolidated EBITDA for the fiscal year ending December 31, 2026, as

determined in accordance with IFRS consistently applied (the “Earnout Payment”). For purposes hereof, “EBITDA”

means earnings before interest, taxes, depreciation and amortization, calculated consistently with the Company’s historical financial

statements. The Earnout Payment shall be allocated among the Founder Beneficiaries pro rata in accordance with their respective entitlements

as set forth on Schedule 2.4.

(b) Key Employee Retention. Buyer shall cause the Company to retain each Key Employee for a

period of not less than three (3) years from the Closing Date on employment terms (including base salary, benefits, title and responsibilities)

no less favorable, in the aggregate, than those in effect as of the Closing Date, unless any such Key Employee voluntarily resigns or

is terminated for Cause (as defined in the applicable employment agreement or, if not so defined, as reasonably determined by the Company’s

board of directors). A breach of this Section 2.4(b) shall entitle the affected Key Employee to seek specific performance.

Key Employees are express intended third-party beneficiaries of Section 2.4 and shall have the right to enforce its provisions directly

against Buyer.

ARTICLE III CLOSING DELIVERABLES

3.1 Seller’s Deliverables. Simultaneously with execution, Seller has delivered to Buyer:

(a) duly executed share transfer deeds

transferring the Company Shares to Buyer;

(b) resignations of directors and officers

of the Company designated by Buyer;

books of the Company;

(d) a certificate of good standing (or

equivalent) from the Israeli Registrar of Companies; and

(e) such other documents as Buyer has

reasonably requested.

3.2 Buyer’s Deliverables. Simultaneously with execution, Buyer has delivered to Seller:

(a) evidence of the issuance and book-entry

credit of the Share Consideration;

(b) the duly executed Note;

evidencing the Assumed Obligations; and

(d) such other documents as Seller has

reasonably requested.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of

the Closing Date as follows:

4.1 Organization and Good Standing. Seller is duly organized, validly existing and in good standing

under the laws of the State of Israel and has all requisite corporate power and authority to own its properties and conduct its business

as currently conducted.

4.2 Authorization; Binding Effect. The execution, delivery and performance of this Agreement

have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legal, valid and binding

obligation of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium

and similar laws affecting creditors’ rights generally and to general principles of equity.

4.3 Title to Company Shares. Seller is the sole record and beneficial owner of 100% of the Company

Shares, free and clear of all liens, pledges, encumbrances, security interests, options, claims, charges and restrictions of any kind,

other than restrictions under applicable securities laws. Upon delivery hereunder, Buyer will acquire good and valid title thereto, free

and clear of all liens.

4.4 Capitalization of the Company. The Company Shares constitute 100% of the issued and outstanding

equity interests of the Company. There are no outstanding options, warrants, convertible securities or other rights obligating the Company

to issue any additional equity interests.

4.5 Organization of the Company. The Company is duly organized, validly existing and in good

standing under the laws of the State of Israel.

4.6 No Conflicts. The execution and performance of this Agreement by Seller do not: (a) violate

the organizational documents of Seller or the Company; (b) violate any applicable law; or (c) result in a breach of or default under any

material contract, except as would not materially impair Seller’s ability to consummate the transactions contemplated hereby.

4.7 Consents. No consent, approval or authorization of any governmental authority or other person

is required in connection with Seller’s execution and performance of this Agreement, except for those obtained prior to Closing.

4.8 Litigation. There is no action, suit or proceeding pending or, to Seller’s knowledge,

threatened that would prevent or materially delay the transactions contemplated hereby.

4.9 “As-Is” Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, SELLER

MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE COMPANY, ITS BUSINESS,

ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), TECHNOLOGY, INTELLECTUAL PROPERTY, CONTRACTS, EMPLOYEES, PROSPECTS OR OPERATIONS,

AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE FOREGOING, SELLER MAKES NO REPRESENTATION

OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of

the Closing Date as follows:

5.1 Organization. Buyer is duly incorporated, validly existing and in good standing under the

laws of Delaware and has all requisite power and authority to execute and perform this Agreement.

5.2 Authorization. This Agreement has been duly authorized by all necessary corporate action

on the part of Buyer and constitutes Buyer’s legal, valid and binding obligation.

5.3 Valid Issuance. The Share Consideration is duly authorized, validly issued, fully paid and

non-assessable, and free and clear of all liens (other than securities law restrictions and Buyer’s organizational documents).

5.4 Note. The Note constitutes a valid and binding obligation of Buyer, enforceable in accordance

with its terms.

5.5 NYSE Compliance. Buyer’s common stock is listed on the NYSE and Buyer is in material

compliance with applicable listing requirements. The issuance of the Share Consideration does not require stockholder approval under NYSE

rules.

5.6 Buyer’s Acknowledgment. Buyer acknowledges it is acquiring the Company Shares “as-is,

where-is,” has conducted its own investigation, is not relying on any representations beyond Article IV, and Seller shall have no

liability regarding the Company’s condition, value or prospects.

ARTICLE VI POST-CLOSING COVENANTS

6.1 Registration of Share Consideration. Buyer shall file a registration statement on Form S-3

(or other applicable form) with the SEC within forty-five (45) calendar days following the Closing Date covering the resale of the Share

Consideration (the “Registration Statement”). Buyer shall use commercially reasonable efforts to cause the Registration Statement

to become effective promptly and to maintain effectiveness until the earlier of (i) all covered shares have been sold, or (ii) all such

shares may be sold without restriction under Rule 144. Buyer shall bear all registration expenses, including reasonable legal fees of

one counsel to Seller.

6.2 Restrictive Legend. Customary restrictive legends shall be removed upon effectiveness of

the Registration Statement or delivery of a customary opinion of counsel.

6.3 Further Assurances. Each Party shall execute additional documents and take further actions

as reasonably necessary to effectuate the transactions contemplated hereby.

6.4 SEC Filing Cooperation. Each Party shall cooperate in the preparation and filing of any

SEC filings, stock exchange notifications, or regulatory filings required in connection with the transactions contemplated hereby.

6.5 Intercompany Debt. The Parties agree and acknowledge that as of the date hereof, the Seller

has lent Zorronet the aggregate sum of NIS 1,250,000 (the “Indebtedness”). Upon payment of the Note in full, the Indebtedness

will be terminated in its entirety and have no further force and effect.

6.6 Option. Seller shall have the option, in its sole

and absolute discretion, to terminate this Agreement in its entirety and require the Buyer to return to Seller the Company Shares if

either (a) the Note is not paid in its entirety in accordance with the terms thereof or (b) if the common stock of Buyer are not listed

on the NYSE for 90 trading days after (i) the Registration Statement has been declared effective or (ii) the Share Consideration can

be sold pursuant to Rule 144. Within two (2) Business Days of the receipt of notice from Seller to Buyer that it has exercised its option,

Buyer agrees to take any and all action required to have the Company Shares registered in the name of the Seller

ARTICLE VII MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by New York law, without regard to conflicts

of law principles.

7.2 Dispute Resolution. Disputes shall be submitted to the exclusive jurisdiction of the federal

and state courts in the Borough of Manhattan, City of New York.

7.3 Entire Agreement. This Agreement (including Exhibits and Schedules) constitutes the entire

agreement of the Parties and supersedes all prior agreements and understandings.

7.4 Amendment; Waiver. Amendments require a writing signed by each Party. Waivers must be in

writing.

7.5 Notices. All notices shall be in writing, deemed given when delivered personally, by email

(with confirmation), or by overnight courier, to the addresses on the signature pages.

7.6 Assignment. Neither Party may assign without the other’s written consent; provided

that Buyer may assign to a wholly-owned subsidiary without consent, but no assignment shall relieve Buyer of its obligations.

7.7 Severability. If any provision is held invalid, the remainder shall continue in full force.

7.8 Counterparts. This Agreement may be executed in counterparts. Electronic signatures shall

be deemed originals.

7.9 Expenses. Each Party shall bear its own costs and expenses.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be duly executed and delivered, and the Closing to have occurred, as of the date first written above.

BUYER: BIOMX INC.

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

Address:

850 New Burton Road, Suite 201, Dover, DE

Email:

Michaelo@biomx.com

SELLER: WATER IO LTD.

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

CEO

Address:

Email:

EXHIBIT A

FORM OF NON-CONVERTIBLE PROMISSORY NOTE

$1,250,000.00

[_______], 2026

NON-CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, BiomX Inc., a Delaware

corporation (“Maker”), promises to pay to the order of Water IO Ltd. (“Holder”), the principal sum of One Million

Two Hundred Fifty Thousand United States Dollars ($1,250,000.00).

1. Maturity.

The outstanding principal and accrued interest shall be due and payable in full three (3) months from the date hereof (the “Maturity

Date”).

2. Interest.

Interest accrues at the short-term Applicable Federal Rate in effect on the date hereof, compounded annually, on a 360-day year basis.

3. Payment.

Payments in U.S. Dollars by wire transfer. Prepayment permitted without penalty.

4. Non-Convertible.

This Note is not convertible into any equity securities of Maker.

5. Default.

Events of Default: (a) failure to pay within five (5) business days when due; (b) bankruptcy filing or assignment for benefit of creditors;

(c) appointment of a receiver for a substantial part of Maker’s assets. Upon default, the entire balance becomes immediately due

at Holder’s election.

6. Governing

Law. New York law governs.

7. Waiver.

Maker waives presentment, demand, protest and all notices.

BIOMX INC.

Name:

Title:

ACKNOWLEDGED AND AGREED:

WATER IO LTD.

Name:

Title:

CONSENT AND RELEASE OF FOUNDER BENEFICIARIES

The undersigned (each, a “Founder Beneficiary”

and collectively, the “Founder Beneficiaries”), being all of the founders and former shareholders of Zorro Net Ltd. (“Zorronet”)

identified on Schedule 2.4 to the Stock Purchase Agreement dated as of April 10, 2026 (the “SPA”) by and between BiomX Inc.

(“Buyer”) and Water IO Ltd. (“Seller”), hereby acknowledge, consent and agree as follows:

1. Acknowledgment of Sale. Each Founder

Beneficiary acknowledges that Seller has sold, assigned, transferred and delivered to Buyer 100% of the issued and outstanding share capital

of Zorronet pursuant to the SPA, and consents to such sale and transfer.

2. Acknowledgment of Assumption. Each Founder

Beneficiary acknowledges that, pursuant to Section 2.4 of the SPA, Buyer has assumed all of Seller’s obligations with respect to

the Founder Beneficiaries (the “Assumed Obligations”), including: (a) the Earnout Payment, payable no later than March 31,

2027, in an amount equal to the greater of (i) 125% of Zorronet’s consolidated revenue for the fiscal year ending December 31, 2026,

or (ii) eight (8) times Zorronet’s consolidated EBITDA for the fiscal year ending December 31, 2026; and (b) the obligation to retain

Key Employees for a period of not less than three (3) years from the Closing Date on no less favorable terms.

3. Release of Seller. In consideration

of Buyer’s assumption of the Assumed Obligations, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, each Founder Beneficiary hereby irrevocably and unconditionally releases and forever discharges Seller

and its directors, officers, employees, agents, shareholders, affiliates, successors and assigns (collectively, the “Seller Released

Parties”) from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, expenses, liabilities and

obligations of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, accrued or unaccrued, arising out

of, relating to, or in connection with the Assumed Obligations or any agreements between Seller and the Founder Beneficiaries with respect

to the contingent consideration, earnout payments, or employment retention obligations relating to Zorronet (the “Released Claims”).

4. Preservation of Rights Against Buyer.

For the avoidance of doubt, nothing in this Consent and Release shall be deemed to release, diminish, or otherwise affect any rights of

the Founder Beneficiaries against Buyer under Section 2.4 of the SPA, including the right to enforce the Assumed Obligations directly

against Buyer as express intended third-party beneficiaries of the SPA.

5. Representations. Each Founder Beneficiary

represents and warrants that: (a) such Founder Beneficiary has full power and authority to execute and deliver this Consent and Release;

(b) no other person or entity has any interest in the Released Claims; and (c) such Founder Beneficiary has not assigned, transferred,

or pledged any of the Released Claims to any third party.

6. Governing Law. This Consent and Release

shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.

7. Counterparts. This Consent and Release

may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed originals.

IN WITNESS WHEREOF, the undersigned have executed

this Consent and Release as of April 9, 2026.

FOUNDER BENEFICIARIES:

Name:

Dikla Wasserman

Address:

c/o Water IO Ltd. 3 Pakris Street, Science Park Rehovot,

Israel

Name:

Idan Wasserman

Address:

c/o Water IO Ltd. 3 Pakris Street, Science Park Rehovot,

Israel

Name:

Asaf Blatman

Address:

c/o Water IO Ltd. 3 Pakris Street, Science Park Rehovot,

Israel

Name:

Kobi Azulai

Address:

c/o Water IO Ltd. 3 Pakris Street, Science Park Rehovot,

Israel

EX-99.1 — PRESS RELEASE DATED APRIL 10, 2026

EX-99.1

Filename: ea028534601ex99-1.htm · Sequence: 4

Exhibit 99.1

BiomX Acquires Zorronet,

Autonomous AI Command-and-Control Platform for Real-Time Defense and Security Applications

Targets $81B command-and-control

and video analytics markets by 2030, driven by real-time situational awareness in defense environments

Netanya, Israel and Rehovot, Israel,

April 10, 2026 - BiomX Inc. (NYSE American: PHGE) (the “Company”) today announced that it has completed the

acquisition of 100% of Zorronet from Water.io (TASE: WATR). This acquisition marks BiomX’s entry into the defense, security

and rescue sector and establishes a foundation for building a diversified portfolio of defense, rescue, and security capabilities

aligned with growing global demand. The acquisition was completed pursuant to a definitive agreement with Water.io.

Zorronet is a developer of AI-powered command-and-control

software that uses artificial intelligence and machine learning to integrate video analytics, drones, sensors, and IoT devices into a

unified operational intelligence environment. Its software ingests and analyzes multiple data and sensor streams simultaneously to detect,

classify, and prioritize potential threats in near real time, enabling more efficient decision-making through a unified and actionable

intelligence layer.

Zorronet has contracts with the Israel Defense

Forces as well as major critical infrastructure including Israel Railways. The company also serves government customers, Tier-1 OEMs

such as Elbit Systems, and international clients. Its platform is deployed in mission-critical defense and security environments where

real-time situational awareness and rapid response are essential.

The acquisition complements the Company’s

previously announced option to acquire control of DFSL, an Israeli LADAR (Laser Detection and Ranging) solutions company with established

capabilities in counter-unmanned aerial systems (C-UAS), perimeter and border security, and advanced detection technologies. Both companies

have demonstrated their technologies in real-world operational environments, including deployments supporting critical infrastructure

and national border defense.

Modern security and defense operations rely on

a growing network of sensors and connected systems that continuously generate large volumes of data. Operators often rely on multiple

disconnected systems, increasing response times and the risk of missed threats. Zorronet addresses this challenge by bringing together

fragmented systems into a unified environment, where data from cameras, drones, sensors, and IoT devices is continuously analyzed and

translated into actionable intelligence, enabling operators to move from passive monitoring to active threat management and supporting

enhanced monitoring and response capabilities.

These trends are reflected in broader market

growth, with the global command and control systems market projected to reach approximately $44 billion by 2030, and the global video

analytics market expected to exceed $37 billion over the same period, driven by increasing demand for integrated situational awareness

and AI-enabled decision-support platforms.

“The acquisition of Zorronet strengthens

our ability to support real-time decision-making across complex security environments,” said Michael Oster, Chief Executive Officer

of BiomX. “As the volume of data generated by sensors, drones, and connected systems continues to grow, the ability to interpret

that data efficiently and respond in a timely manner becomes increasingly important. This acquisition marks an important step in our

entry into the defense sector and our focus on acquiring and building a diversified portfolio across defense, rescue, and security sectors.”

Additional details are available in the Company’s

Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.

###

Forward-Looking Statements

This press release contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “intends,”

“plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,”

“anticipates,” “potential,” “continue,” and similar expressions are intended to identify forward-looking

statements. These statements include, but are not limited to, statements regarding the expected benefits of the acquisition, the Company’s

strategic direction, and the expansion of its capabilities in defense, security, and critical infrastructure markets. Forward-looking

statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results

to differ materially from those expressed or implied. These risks and uncertainties are described more fully in the Company’s filings

with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements, except as required by law.

Contact

Michael Oster

info@biomx.com

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