BiomX Inc.

8-K/A · ea0293407-8ka1_biomx.htm iXBRL

0001739174

 2026-04-10
 2026-04-10

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 UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM 8-K/A

  

 (Amendment
No. 1)

  

 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
  
 001-38762
  
 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. ☐

  

  

  

  

  

  

 EXPLANATORY NOTE

  

 On April 10, 2026, BiomX
Inc. (the “Company”) filed a Current Report on Form 8-K  to report the acquisition of Zorronet Ltd. (“Zorronet”),
an Israeli artificial intelligence defense technology company (the “Original Zorronet Report”). On April 13, 2026, the
Company filed a Current Report on Form 8-K  to report the acquisition of a majority stake in Frucht Systems Ltd., an Israeli
company (“DFSL”), a developer of proprietary LADAR (Laser Radar)–based detection systems for security, defense, and
critical infrastructure applications (the “Original Frucht Report” and together with the Original Zorronet Report, the “Original
Reports”)

  

The Company is hereby filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to (i) update the information
in Item 9.01(a) of the Original Reports to include (x) the audited consolidated financial statements of as of and for the years ended
December 31, 2025 and 2024 and (y) the unaudited condensed financial statements as of and for the three months ended March 31,
2026 and 2025 for each of Zorronet and DFSL; and (ii) update the information in Item 9.01(b) of the Original Reports to include the
unaudited pro forma condensed combined financial information of the Company reflecting the acquisitions of Zorronet and DFSL as of and
for the year ended December 31, 2025 and the period ended March 31, 2026.

  

This Amendment No. 1 does not amend any other item
of the Original Reports or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date
of the Original Reports. Capitalized terms used but not defined herein have the meanings given to them in the Original Report.

  

 In accordance with Rule 12b-15 of
the Securities Exchange Act of 1934, as amended, the complete text of Item 9.01 (as amended) is included herein.

  

 Item 9.01. Financial
Statements and Exhibits.

  

 (a) Financial Statements of Businesses Acquired.

  

 (i) The audited financial statements of Zorronet as of and for the
years ended December 31, 2025 and December 31, 2024, the related notes thereto, and the related report of KPMG, independent
registered public accounting firm and the financial statements of Zorronet for the three months ended March 31, 2026 (unaudited),
are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

  

 (ii) The audited financial statements of DFSL as of and for the years ended December 31, 2025 and December 31,
2024, the related notes, and the related report of BDO, independent registered public accounting firm, as set forth in their report thereon,
and the financial statements of DFSL for the three months ended March 31, 2026 (unaudited), are filed herewith as Exhibit 99.3 and
Exhibit 99.4, respectively, and are incorporated herein by reference

  

 (b) Pro Forma Financial Information.

  

 (i) The unaudited pro forma condensed combined financial statements
of the Company, giving effect to the acquisition of DFSL and Zorronet, which includes the unaudited pro forma condensed consolidated balance
sheet as of March 31, 2026, the unaudited pro forma condensed combined statements of operations for the year ended December 31,
2025 and the three months ended March 31, 2026 and the related notes, are incorporated herein by reference as Exhibit 99.5 hereto.

  

 (ii) The pro forma financial information included in this Amendment has been presented for informational purposes
only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the
acquisition of Zorronet and DFSL occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial
position or future results of operations that the Company will experience after the acquisition of Zorronet and DFSL.

  

 (d) Exhibits.

  

 23.1
  
 Consent of KPMG, independent registered public accounting firm.

  
  
  

 23.2
  
 Consent of BDO, independent registered public accounting firm.

  
  
  

 99.1
  
 Audited
 financial statements of Zorronet as of and for the years ended December 31, 2025 and December 31, 2024, the related notes, and the
 related report of the independent registered public accounting firm thereon

  
  
  

 99.2
  
 Unaudited condensed financial statements of Zorronet as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.

  
  
  

 99.3
  
 Audited financial statements of DFSL as of and for the years ended December 31, 2025 and December 31,2024, the related notes, and the related report of the independent registered public accounting firm thereon.

  
  
  

 99.4
  
 Unaudited condensed financial statements of DFSL as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.

  
  
  

 99.5
  
 Unaudited pro forma condensed combined financial statements of the Company, giving effect to the acquisition of DFSL and Zorronet, which includes the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026, and the related notes.

  
  
  

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 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 12, 2026
 By:
 /s/ Michael Oster

  
 Name: 
 Michael Oster

  
 Title:
 Chief Executive Officer

  

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