PHGE: 8-K · offering registration
Tessera Defense and Homeland Security (NYSE American: HLSQ) issued 5,332,617 restricted shares to Mandragola Ltd. in three tranches between October 20-23, 2026, upon cashless exercises of the warrant from the company's April 2026 acquisition of a 60% stake in Dr. Frucht Systems Ltd. Shares outstanding rose to 25,995,794, meaning the new issuance represents roughly 20.5% dilution. Separately, stockholders at the October 20 special meeting approved increasing the 2026 Equity Incentive Plan pool by 5,315,000 shares (from 685,000 to 6,000,000, post 1-for-10 reverse split), unlocking previously conditioned equity awards to CEO Michael Oster and CFO David Rokach. The combination of heavy warrant-driven dilution, a recently executed reverse split, and a roughly 8x expansion of the equity plan reserve signals meaningful share-count pressure ahead for holders.
Tessera Defense and Homeland Security (NYSE American: HLSQ) issued 6,529,494 restricted shares to Mandragola Ltd. in four tranches between October 13 and October 19, 2026, upon cashless exercises of portions of the five-year DFSL Warrant granted in connection with the company's acquisition of a 60% interest in Dr. Frucht Systems Ltd. The warrant exercises were priced using a Black-Scholes formula based on the lower of the two prior closing bid prices, subject to a floor of $0.10 per share, and capped so Mandragola's beneficial ownership cannot exceed 9.99% of outstanding shares. The shares were issued under the Section 4(a)(2) private placement exemption. After these issuances, the company has 20,663,177 shares outstanding — meaning the newly issued shares represent roughly 46% of the total, a heavily dilutive event for existing HLSQ shareholders.
Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ) issued 195,000 restricted shares to Mayers Ventures LLC in connection with the acquisition of an equity interest in M.E.A. Testing Systems Ltd., an Israeli developer of drone and unmanned systems testing equipment, plus an option to buy the remaining stake from Motomova Inc. Separately, Mandragola Ltd. exercised portions of its five-year DFSL Warrant, issued in connection with Tessera's 60% acquisition of Dr. Frucht Systems Ltd., on a cashless basis, receiving 3,278,039 restricted shares, with a $0.10 floor price and a 9.99% beneficial ownership blocker. Through October 12, 2026, the company has raised more than $6 million in net proceeds under its at-the-market offering program at an average net price of roughly $1.11 per share, adjusted for the one-for-ten reverse split effective September 9, 2026. After all issuances, shares outstanding stand at 13,983,094, meaning the recent issuances represent substantial relative dilution.
PHGE: 8-K · leadership change
Tessera Defense and Homeland Security (NYSE American: HLSQ) entered into formal employment agreements on October 7, 2026 with CEO Michael Oster and CFO David Rokach, both of whom had worked without pay since their early-2026 appointments. Oster's package includes a monthly salary of NIS 55,000 (~$18,000), a bonus of up to 50% of base salary, 400,000 fully vested shares for past service, 1,000,000 RSUs, and options on 1,000,000 shares at $1.15, plus EBITDA-per-share performance awards for fiscal 2027 (threshold $0.05) and 2028 (threshold $0.10) capped at 500,000 shares each. All Oster equity awards are contingent on stockholder approval at the October 20, 2026 special meeting of an amendment increasing the 2026 Equity Incentive Plan from 685,000 to 6,000,000 shares, along with NYSE American listing approval. The CFO receives NIS 35,000/month and 180,000 fully vested shares. The press release also disclosed over $6 million raised to date via ATM at roughly $1.15 net per share and a new $5 million credit line, while flagging going-concern qualification and ongoing NYSE American listing-compliance risk.
PHGE: DEF 14A · proxy statement
Tessera Defense and Homeland Security has called a special meeting for October 20, 2026 to vote on increasing its 2026 Equity Incentive Plan reserve by 5,315,000 shares, from 685,000 to 6,000,000 — approximately 58.9% of the 9,026,478 shares outstanding as of the October 5 record date. The filing context is striking: the company completed a one-for-ten reverse split on September 9, 2026, trades at $0.3250, recently acquired Zorronet Ltd. and majority of Dr. Frucht Systems Ltd., and signed a new $5 million convertible line of credit on October 5, 2026. The entire prior leadership team has departed — the former CEO, CFO, CDO and all prior directors resigned in early 2026 following BiomX Ltd.'s insolvency — and the new board unanimously recommends approving the share increase, warning that without it the company cannot retain personnel of the acquired businesses. If approved, existing holders face substantial further dilution on top of an evergreen provision adding 4% annually starting January 2027.
PHGE: 8-K · debt financing
Tessera Defense and Homeland Security entered a new $5,000,000 revolving line of credit with Mandragola Ltd., its Israeli strategic partner, on October 5, 2026. Advances bear 12% simple interest, mature October 5, 2029, and are convertible into common stock at the lower of the 5-day lowest closing price or $1.00 per share. The same 8-K discloses that between September 29 and October 2, 2026, the company issued 2,690,500 restricted shares to Mandragola, including 200,000 conversion shares on a $95,020 note at $0.4751 and 2,490,500 shares from cashless exercises of the DFSL Warrant tied to the 60% Dr. Frucht Systems acquisition. Dilution risk is significant on a base of only 8,920,240 shares outstanding, though issuance is capped at 19.99% absent stockholder approval and the toxic-style conversion structure makes further downside likely if the stock declines.
PHGE: 8-K · other
Tessera Defense and Homeland Security (NYSE American: HLSQ) set an initial 2027 revenue target of $14-16 million and longer-term targets of roughly $21 million in 2028 and $30 million in 2029, implying about 40% revenue CAGR from 2027 through 2029. Management believes $7 million of the 2027 target is supported by backlog, signed contracts or purchase orders, with $5 million from existing-customer expansion and $3 million from new customers; by year-end 2027 it targets ~$14 million in backlog and ~50% of revenue from recurring software, licensing, service and support. The guidance is tied to a growth strategy for the Tessera physical security platform — more deployments, larger projects, new verticals and geographies, and acquisitions — but the release explicitly discloses a going-concern qualification and the risk that the company may not regain compliance with NYSE American continued listing standards.
PHGE: PRE 14A · proxy statement
Tessera Defense and Homeland Security Inc. filed a preliminary proxy for a special meeting on October 20, 2026, asking stockholders to approve increasing the 2026 Equity Incentive Plan share reserve by 5,315,000 shares, from 685,000 to 6,000,000 shares (post 1:10 reverse split effective September 9, 2026). Only about 4,827 shares remain available for grants. The company says the increase is needed to retain talent from its April 2026 acquisitions of Zorronet Ltd. and a majority of Dr. Frucht Systems Ltd., and to bridge to the plan's 4% annual evergreen increase beginning January 1, 2027. If approved, a Form S-8 registration will follow. Share count is expected to grow to roughly 50-60 million by year-end 2026, largely from warrant exercises by 9.99% holder Mandragola Ltd., amplifying dilution. The filing also lays bare heavy churn: the entire former executive team and seven legacy directors departed in early 2026, and former subsidiary BiomX Ltd. entered insolvency in December 2025.
PHGE: 8-K · material agreement
Tessera Defense and Homeland Security's Israeli subsidiary signed an option agreement on September 24, 2026 to acquire 51% of RT LTA Systems Ltd., an Israeli maker of tethered aerostat surveillance systems, from X S.E. Security and Defense Ltd. Tessera will pay $1,000,000 in option consideration within 30 days, refundable if the option is not exercised. If exercised, the purchase price is based on the lower of $13,000,000 or a formula of 2x average EBITDA plus 10% of average revenue for fiscal years 2026 through 2028, payable in installments and optionally in HLSQ common stock. The deal is contingent on due diligence satisfactory to Tessera in its sole discretion, plus Israeli Ministry of Defense and other approvals, and Tessera can terminate at any time. Tessera also secures a non-exclusive perpetual license to RT's technology within 60 days regardless of whether the option is exercised.
Tessera Defense and Homeland Security (NYSE American: HLSQ) amended its Share Purchase and Option Agreement with Mayers Ventures to increase its stake in Israel's M.E.A. Testing Systems from 10% to 15% on a fully diluted basis, and closed the initial 10% purchase on September 16, 2026, issuing 130,000 post-reverse-split shares. The amendment also adds an unsecured convertible loan facility of up to $475,000 at 12% interest, convertible into MEA shares at a valuation capped at $10 million, with a blocker preventing Tessera from exceeding 19.999% of MEA. Tessera simultaneously secured a perpetual, irrevocable, worldwide royalty-free license to MEA's drone and dynamometer testing technologies, exclusive for UAV testing applications, and retains an option to acquire Motomova's remaining MEA stake through June 30, 2028. The 195,000 shares issuable represent roughly 4.5% of Tessera's outstanding stock, with the incremental 65,000 shares pending NYSE American listing authorization.
Tessera Defense and Homeland Security CEO Issues Letter to Shareholders
Tessera Defense and Homeland Security Inc. began trading on NYSE American under the symbol HLSQ on September 11, completing the rebrand of the former BiomX Inc. (PHGE) from biotech into unified physical-security platforms. The Q2 10-Q filed August 19 was the first to reflect the April acquisitions: stockholders' equity attributable to the company was $10.9 million at June 30, 2026, with total equity of $17.6 million including roughly $25.4 million of goodwill and intangibles — above NYSE American continued listing standards, but thin. Over the last three months the company raised over $4 million through its ATM at an average split-adjusted price of about $2.20, and effected a one-for-ten reverse split on September 9 that cut authorized shares from 750 million to 150 million. The pivot now rests on subsidiary technologies — Zorronet's AI security intelligence and DFSL's LADAR detection — with execution on integration and commercialization in long-cycle, high-switching-cost security markets as the core risk ahead.
PHGE: 8-K · reverse split
BiomX Inc. effected a one-for-ten reverse stock split of its common stock, effective 12:01 a.m. Eastern Time on September 9, 2026, with split-adjusted trading beginning that day on NYSE American under CUSIP 09090D 608. The split reduced authorized common shares from 750,000,000 to 150,000,000 and was approved by stockholders at a special meeting on August 25, 2026; no fractional shares were issued and fractional entitlements were rounded up to whole shares. The company also announced a name change from BiomX Inc. to Tessera Defense and Homeland Security Inc., effective September 11, 2026, approved by the board without a stockholder vote, and its shares will trade under the new ticker HLSQ, replacing PHGE. A 1-for-10 reverse split is typically deployed to cure sub-$1 bid-price listing exposure and often signals prior share-price distress, while the shift from a microbiome/phage-therapy identity to a defense and homeland security brand points to a strategic repositioning investors will want to track.
BiomX: Zorronet Launches No-Code Control Over AI-Powered Autonomous Response Workflows
BiomX Inc. (NYSE American: PHGE), renaming to Tessera Defense and Homeland Security Inc. on September 11, 2026, announced that its subsidiary Zorronet has launched a no-code visual builder for its AI-powered command-and-control platform. The builder lets field operators connect cameras, sensors, drones, gates and other on-site systems into autonomous response workflows without programming, and supports dozens of parallel workflows at a single site under one AI-managed command layer. Zorronet's platform is already deployed with defense, homeland security, critical infrastructure and municipal customers in Israel, running either on-premises in hardened networks or in the cloud. The release contains no financial figures, and its forward-looking statements disclose a going concern qualification, a risk of failing to regain NYSE American listing compliance, and the need to raise additional capital.
PHGE: 8-K/A · reverse split
BiomX Inc. filed an amended 8-K (Amendment No. 1) to add details on fractional-share treatment for its one-for-ten reverse stock split, which becomes effective at 12:01 a.m. ET on September 9, 2026, with split-adjusted trading on NYSE American beginning at that day's open under a new CUSIP (09090D 608). The consolidation cuts shares outstanding from approximately 27.3 million (as of August 31, 2026) to approximately 2.7 million, and the accompanying charter amendment reduces authorized shares from 750 million to 150 million; the board fixed the 1-for-10 ratio on August 28, 2026, after stockholders authorized a 1-for-5 to 1-for-20 range at a special meeting on August 25, 2026. No fractional shares will be issued: holders of record receive one whole share in lieu of any fraction, rounding for street-name positions occurs at the DTC participant level, and exercise prices and share counts under outstanding warrants, convertible instruments, and equity awards adjust proportionately. A 1-for-10 reverse split at a micro-cap biotech is classically a listing-defense measure against a depressed share price, and BiomX will report the certificate of amendment's effectiveness under Item 5.03 of Form 8-K once it takes effect.
BiomX Inc. to Become Tessera Defense and Homeland Security Inc.
BiomX Inc. will change its name to Tessera Defense and Homeland Security Inc. and its ticker symbol to HLSQ effective September 11, 2026, completing a strategic transformation into a defense and security technology group. Concurrently, the company will effect a one-for-ten reverse stock split effective September 9, 2026, with shares trading on a split-adjusted basis thereafter. The company's portfolio includes subsidiaries Dr. Frucht Systems (threat detection) and Zorronet (AI-powered analysis), as well as a minority stake in M.E.A. Testing Systems.
BiomX Inc. announced it will effect a one-for-ten (1-for-10) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on September 9, 2026, with split-adjusted trading on NYSE American beginning when the market opens that day under the PHGE symbol and a new CUSIP of 09090D 608. Stockholders approved reverse-split authority at a special meeting on August 25, 2026, covering ratios from 1-for-5 to 1-for-20, and the board fixed the final ratio at 1-for-10 by unanimous written consent on August 28, 2026. Shares outstanding will fall from approximately 26.7 million to approximately 2.7 million, and authorized shares will be reduced from 750 million to 150 million. Warrants, convertible instruments and equity awards adjust proportionately, fractional shares are rounded up to whole shares, and Continental Stock Transfer & Trust Company is acting as exchange agent. A reverse split of this magnitude is typically a last-resort step to maintain exchange listing compliance and is generally read as a bearish signal for a micro-cap biotech.
PHGE: 8-K · proxy statement
BiomX Inc. held a Special Meeting of Stockholders on August 25, 2026, and all four proposals passed, with 9,813,430 of 26,559,607 outstanding shares (about 36.9%) represented and constituting a quorum. Stockholders approved the issuance of common stock and securities convertible or exercisable into common stock to Mandragola Ltd. in connection with BiomX's acquisition of controlling equity interests in Dr. Frucht Systems Ltd., including shares issued or issuable under the Line of Credit and, at the company's election, in satisfaction of the Revenue Bonus. The vote was 9,313,228 for versus 429,645 against. The board also received approval to effect one or more reverse stock splits at an aggregate ratio of not less than 1-for-5 and not more than 1-for-20, with the exact ratio and timing at the board's discretion within one year of the meeting; if any split is implemented, authorized common shares drop from 750,000,000 to 150,000,000. Finally, shareholders ratified Barzily & Co. as independent auditor for the fiscal year ending December 31, 2026 and approved the adjournment proposal, which proved unnecessary because the substantive items all passed on the first vote.
PHGE: 10-Q · periodic report
BiomX Inc.'s 10-Q for the quarter ended June 30, 2026 confirms a complete business transformation: after discontinuing its Phase 2b BX004 phage-therapy trial and placing former operating subsidiary BiomX Ltd. into Israeli insolvency proceedings (deconsolidated February 4, 2026), the company pivoted to defense and security technology through the April 2026 acquisitions of ZorroNet (100%) and 60% of Dr. Frucht Systems (DFSL), booking first defense revenue of $332,000. The balance sheet is precarious: cash was just $347,000 at June 30, 2026 against a six-month operating cash burn of $6.58 million, and management states the factors raise substantial doubt about the company's ability to continue as a going concern. The six-month net loss was $22.99 million, driven largely by a $12.46 million warrant fair-value loss and a $5.23 million day-one loss on deal structuring. Distress markers are numerous: a 1-for-19 reverse split took effect in November 2025 and another split (1:5 to 1:20) goes to an August 25, 2026 shareholder vote; NYSE American accepted an equity-compliance plan running through September 25, 2027; the $1.25 million note owed to Water IO was extended to November 1, 2026 after missing its original maturity; and the company dismissed auditor Kesselman & Kesselman (PwC Israel) in favor of Barzily & Co. on July 1, 2026. Shares outstanding ballooned from 1.59 million to 26.72 million since year-end, with further issuances pending stockholder approval.
PHGE: NT 10-Q · late filing
BiomX Inc. filed a Form 12b-25 late-filing notification on August 14, 2026, delaying its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and stating it will file the report no later than the fifth calendar day following the prescribed due date. The company attributed the delay to three factors: key internal accounting personnel were unexpectedly unavailable due to a personal emergency, additional time is required to finalize purchase accounting and related-party disclosures for its April 2026 acquisitions of controlling interests in Dr. Frucht Systems Ltd. and ZorroNet Ltd., and a change in independent auditor effective July 1, 2026 has required the new firm to complete quarterly review procedures. BiomX anticipates significant changes in results versus the year-ago period, including consolidation of the two acquired businesses, non-cash fair-value items with a day-one loss on acquisition-related instruments, a gain on deconsolidating a subsidiary, and lower operating expenses after winding down its legacy phage therapy programs, but could not quantify the changes because the period-end close, including accounting for the Series Y financing, remains unfinished.
BiomX Subsidiary Zorronet Receives Approximately $300,000 Purchase Order to Build Unified Operational Environment at Defense Technology Test and Evaluation Site
BiomX subsidiary Zorronet received an approximately $300,000 purchase order to establish a unified operational environment at a defense technology test site. The project involves designing communications and control infrastructure and deploying a command-and-control center, representing a strategic reference deployment for the company. CEO Michael Oster noted the order aligns with the business plan and expands Zorronet's presence in defense evaluation environments.
BiomX Inc. entered into a Share Purchase and Option Agreement with Mayers Ventures LLC to acquire 324,573 shares of Israel-based M.E.A. Testing Systems Ltd., a 10% fully diluted stake, for $50,000 in cash plus 1,300,000 restricted BiomX common shares. MEA develops advanced electric motor testing and validation systems, including drone testing technology, with customers understood to include Israel Aerospace Industries and Elbit Systems. BiomX framed the deal as adding electric-propulsion expertise to support increasingly integrated defense systems and unmanned aerial platforms. BiomX also received an exclusive option, exercisable through June 30, 2028, to buy all of Motomova's remaining holdings in MEA and MEA India — approximately 78.9% of share capital — at BiomX's election of 2x FY2027 net revenue or 4x FY2027 EBITDA, payable in cash, BiomX stock, or both, on a cash-free, debt-free basis. Closing is conditioned on due diligence, an exclusive perpetual worldwide technology license, resolution of a first-priority Bank Hapoalim lien on MEA's assets, and NYSE American approval of a supplemental listing application; the 1,300,000 consideration shares will be issued unregistered in reliance on Section 4(a)(2) and/or Regulation S.
BiomX Inc. filed a definitive proxy for an August 25, 2026 special meeting at which stockholders will vote on issuing shares and convertible securities to Mandragola Ltd. tied to the April 2026 acquisition of a 60% stake in Dr. Frucht Systems Ltd. and a related $2,000,000 line of credit. Because the issuance equals or exceeds 20% of shares outstanding, NYSE American Section 712/713 rules require stockholder approval, and Mandragola's shares are excluded from voting on that proposal. The pending Mandragola securities cover roughly 6.3 million or more shares against 26,559,607 shares outstanding: 278,044 pre-funded warrant shares, a 3,692,000-share five-year warrant at $12.00, up to 325,000 note-conversion shares, a 2,000,000-share line-of-credit warrant, and potentially 6,250,000 revenue-bonus shares if DFSL ever reaches $25 million in annual revenue. Failure to approve could force renegotiation of the acquisition and create further NYSE American compliance problems. The Board also seeks authority for reverse splits of 1-for-5 to 1-for-20, which would be the second split within a year after a 1-for-19 split effective November 2025, and the stock has recently traded below $0.25 per share. NYSE American has proposed a rule under which any close below $0.25 would trigger immediate delisting without a cure period, while the 200-to-1 cumulative split cap limits any new split to roughly 1-for-10 until November 2027. DFSL's audited financials show only $292 thousand of 2025 revenue, a $119 thousand net loss, an $859 thousand stockholders' deficit, and going-concern doubt, with a single customer accounting for 100% of revenue. Separately, BiomX dismissed auditor Kesselman & Kesselman (a PwC member firm) effective July 1, 2026 and appointed Barzily & Co., CPAs, whose ratification is also on the ballot.
BiomX Acquires 10% Stake in Motomea, Inventor of Advanced Electric Motor Technologies for Drone and Autonomous Systems
BiomX acquired a 10% stake in electric motor testing firm Motomea for $50,000 in cash and 1.3 million restricted shares, securing an option to acquire control of the company pending due diligence. The deal adds specialized propulsion validation capabilities to BiomX's defense portfolio, with a purchase price for the option tied to Motomea's future revenue and EBITDA multiples. Motomea brings 25 years of experience in motor testing and patented dynamometer technology, which BiomX expects will support the evaluation and integration of unmanned aerial systems.
BiomX Inc. entered into an amendment with Water IO Ltd. to extend the maturity date of a $1.25 million promissory note from July 10, 2026, to November 1, 2026, thereby avoiding an immediate default. The company agreed to a revised payment schedule that includes a $250,000 principal payment made within two business days, followed by four equal monthly installments of $250,000 on the first of each month from August through November. In consideration for the waiver of defaults and the payment delay, BiomX will issue 800,000 restricted shares of common stock to Water IO to satisfy accrued interest and other fees, pending exchange approval and corporate confirmations.
BiomX And Water.IO Agree To Updated Zorronet Acquisition Terms
BiomX amended the terms of the $1.25 million promissory note from its April acquisition of Zorronet, extending the final maturity date to November 1, 2026. The company will issue 800,000 restricted shares to Water.IO to satisfy accrued interest and secure the extension, while repayment begins with a $250,000 principal payment followed by four equal monthly installments. Management stated the agreement provides timing flexibility for payments during a critical development phase, though the release notes risks regarding listing compliance and going concern status.
BiomX Subsidiary Zorronet Expands European Presence Through Two Strategic Collaborations in Europe
BiomX's subsidiary Zorronet entered into a strategic collaboration with Czech company Samura s.r.o. to expand its AI-powered monitoring solutions across Central and Eastern Europe. The partnerships will target agricultural pest management and transportation infrastructure safety, utilizing Zorronet's software to analyze sensor data and automate decision-making. Samura will lead sales and commercial activities, with technical implementation handled by its Digital4Pest division, aiming to deploy these solutions in the Czech and Slovakian markets.
BiomX Inc. has filed a preliminary proxy statement to solicit stockholder approval for four proposals at a Special Meeting, including a reverse stock split and the authorization to issue securities to Mandragola Ltd. related to the acquisition of Dr. Frucht Systems Ltd. (DFSL). The reverse stock split proposal seeks authorization to effect a split at an aggregate ratio between 1-for-5 and 1-for-250, with the Board retaining discretion on the exact ratio and timing, aiming to increase the stock price to satisfy NYSE American listing requirements. The Issuance Proposal requests approval for the shares and warrants issued to Mandragola as consideration for the 60% acquisition of DFSL, which includes a $3 million convertible note and warrants for up to 3,692,000 shares. The company also seeks ratification of Barzily & Co., CPAs as its new independent auditor, replacing Kesselman & Kesselman, and approval to adjourn the meeting if necessary to solicit additional proxies. The proxy statement highlights significant risks, including a going-concern warning from DFSL’s independent auditor regarding its ability to continue as a going concern. Furthermore, the company notes that a previous reverse stock split implemented in November 2025 failed to sustain the market price of the common stock proportionately, and cumulative NYSE American rules may limit the effective ratio of any new split to approximately 1-for-10.
BiomX Inc. has cancelled 1,013,637 restricted shares of common stock that were previously issued to assignees of Mandragola Ltd. The cancellation was completed on July 10, 2026, to address concerns raised by NYSE American regarding the issuance of securities in connection with a related acquisition. The exchange determined that the April 2026 acquisition of a 60% interest in Dr. Frucht Systems Ltd. and the associated $2,000,000 line of credit were related transactions. Under NYSE American rules, the issuance of shares representing 20% or more of outstanding stock in such deals requires prior stockholder approval, which was not obtained. The company intends to seek stockholder approval for the related transactions at a future meeting to potentially reissue the shares. BiomX cautioned that there is no assurance it will obtain the necessary approval, which is required to maintain compliance with listing standards.
BiomX: Zorronet Completes Transition to New Advanced Data Center Supporting Business Expansion and Enhanced AI Capabilities
BiomX subsidiary Zorronet completed a transition to a new advanced data center designed to improve performance, scalability, and cost efficiency. The infrastructure upgrade supports real-time AI command-and-control solutions for defense, homeland security, and critical infrastructure customers. The move is part of Zorronet’s modernization efforts to handle complex security events and facilitate business expansion.
BiomX Signs Non-Binding Letter of Intent to Acquire Control of Revenue-Generating Security Infrastructure and Systems Integration Company, Expanding Its Security Platform with Critical Infrastructure and Secure-Site Integration Capabilities
BiomX signed a non-binding letter of intent to acquire a 60% controlling interest in Tsoock Defense Technologies for $10.4 million, aiming to add secure-site integration capabilities to its defense portfolio. Tsoock reported 2025 revenue of NIS 13.1 million, representing 70% year-over-year growth, and recorded a net profit of NIS 625 thousand compared to a net loss in the prior year. The transaction is subject to due diligence, financing, and regulatory approvals, and includes an option to purchase the remaining 40% stake for $9.2 million within 36 months of closing.
BiomX: Subsidiary Zorronet Commences Installation and Operation of AI-Powered Detection Systems Under Israel Railways Agreement
BiomX's subsidiary Zorronet has commenced installation of AI-powered detection systems for Israel Railways under a previously announced framework agreement focused on wildlife protection and infrastructure safety. The initial deployment covers four network segments, building on a pilot phase that achieved a 98% success rate in deterring large animals with zero related collisions. Management anticipates further expansion opportunities as Israel Railways opens new lines, though the company faces continued risks regarding NYSE American compliance.
PHGE: S-1 · offering registration
BiomX Inc. filed an S-1 registration statement to facilitate the resale of up to 7,163,000 shares of common stock by selling stockholders Water IO Ltd. and Mandragola Ltd. These shares, comprising 2.22 million issued shares, 4.61 million warrant shares, and 325,000 conversion shares, were originally issued as consideration for the recent acquisitions of Zorronet Ltd. and Dr. Frucht Systems Ltd. The company will not receive any proceeds from the resale of these shares by the stockholders. The filing follows a fundamental strategic pivot for BiomX, which has discontinued its phage therapy operations and shifted focus to advanced defense and security technologies through its new subsidiaries. This transition occurs alongside significant financial headwinds, including a going-concern qualification from its auditors and a stockholders' deficit of $1.3 million as of December 31, 2025. The company has received a plan period from NYSE American lasting until September 25, 2027, to regain compliance with continued listing standards. If the underlying warrants and convertible note are exercised in full, the shares registered would represent approximately 52.3% of the company's issued and outstanding stock, implying substantial dilution for current holders. The potential for immediate sales by the selling stockholders upon effectiveness of the registration statement creates a significant overhang for the stock.
BiomX Inc. held its 2026 Annual Meeting of Stockholders on June 26, 2026, with 4,518,349 shares represented, constituting a quorum. The stockholders elected Ran Shaked as the sole Class III director nominee to serve until the 2029 Annual Meeting of Stockholders. Shareholders approved an amendment to the 2026 Equity Incentive Plan, increasing the number of shares reserved for issuance by 5,460,000 to a total of 6,850,000 shares.
BiomX Inc. (PHGE) Shareholder/Analyst Call Prepared Remarks Transcript
BiomX: Next-Gen Counter Drone Solutions will be Showcased by DFSL at ISC 2026
BiomX announced that its majority-owned subsidiary DFSL will showcase next-generation LADAR-based counter-drone solutions at ISC 2026. DFSL's proprietary platform uses on-sensor AI algorithms to achieve approximately 99% accuracy in real-time detection and tracking of UAVs and intruders. CEO Michael Oster stated that combining DFSL's systems with Zorronet creates a complete detect-analyze-respond chain for defense and infrastructure sectors.
BiomX Provides Update on Defense Technology Portfolio and Growth Strategy
BiomX posted an updated investor presentation outlining its completed strategic transition to the defense, security, and first-response markets. The company’s portfolio now includes Zorronet, an AI-powered autonomous command center platform, and DFSL, a developer of laser-based threat detection technologies. Management emphasized its focus on identifying and responding to physical threats from UAVs and autonomous systems while noting the implementation of an NYSE American compliance plan.
PHGE: SCHEDULE 13D/A · ownership disclosure
Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. have reported sales of common stock in BiomX Inc. through an amendment to their Schedule 13D filing. The transactions occurred between June 12 and June 16, 2026. The reporting persons sold a combined total of 309,878 shares across the three-day period. Specific sales included 131,014 shares on June 12, 100,000 shares on June 15, and 78,864 shares on June 16. Sales were executed at weighted average prices ranging from $0.5538 to $0.5772 per share. The individual transaction prices varied within a range of $0.54 to $0.65.
PHGE: 424B5 · prospectus supplement
BiomX Inc. has filed a prospectus supplement to amend its existing At-the-Market offering agreement, updating the maximum aggregate offering price to $5,061,000. The company, which utilizes H.C. Wainwright & Co., LLC as its sales agent, has already sold approximately $1.38 million in shares under the program as of the filing date. The filing discloses a sharp decline in the company's stock price, noting that the public float was previously calculated at $1.84 per share as of April 17, 2026, while the last reported sale price on June 15, 2026, was $0.555. As of June 16, 2026, the company had 11,797,449 shares of common stock outstanding.
BiomX Announces NYSE American Acceptance of Plan to Regain Compliance
BiomX announced that NYSE American accepted its plan to regain compliance with listing standards, granting a compliance period through September 25, 2027. The company had previously received notice of non-compliance due to a stockholders' deficit of $1.302 million and losses in its five most recent fiscal years. While the stock remains listed during the plan period, the company faces periodic reviews and must execute its plan to avoid delisting proceedings.
PHGE: 8-K/A · acquisition merger
BiomX Inc. filed an amended 8-K to provide audited financial statements for its recent acquisitions of Zorronet Ltd. and Dr. Frucht Systems Ltd. (DFSL). Both acquired entities exhibit severe financial distress, with Zorronet reporting $0 in cash and DFSL reporting only $5,000 in cash as of year-end 2025, alongside explicit going-concern warnings in their respective audit reports. The pro forma financial information reveals a catastrophic impact on BiomX’s bottom line, showing a combined net loss of $19.5 million for the three months ended March 31, 2026. This loss is driven largely by a $5.2 million day-one transaction loss and $14 million in losses from changes in the fair value of derivatives and warrants issued as part of the acquisition consideration. The total acquisition cost was approximately $16.5 million, paid via a mix of cash, promissory notes, and significant equity issuance including over 5.9 million shares and warrants. The pro forma EPS for Q1 2026 is a loss of $3.38 per share, highlighting the immediate dilutive and accretive-loss impact of these deals on existing shareholders.
BiomX: Zorronet’s AI Security Experts Provide In-Depth Review on Why Security AI Must Move Beyond Detection to Understanding in High-Stakes Global Events
BiomX announced the publication of a review by Zorronet CEO Idan Wasserman arguing that security AI must evolve from simple detection to contextual understanding. Wasserman contends that future systems must interpret cultural and situational context to reduce alert noise and prioritize meaningful threats in complex environments like major global events. BiomX CEO Michael Oster stated this aligns with the company’s focus on technologies that support awareness and decision-making, noting Zorronet’s platform is currently deployed in approximately 1,000 sites.
BiomX Inc. is soliciting proxies for its 2026 Annual Meeting to be held on June 26, 2026, primarily to approve a significant amendment to its 2026 Equity Incentive Plan. The proposal seeks to increase the number of shares reserved for issuance under the plan from 1,390,000 to 6,850,000, adding 5,460,000 shares to the pool available for employee and director compensation. The proxy statement discloses a complete turnover of the company's senior executive team, with Michael Oster appointed as CEO and David Rokach as CFO in early 2026, replacing Jonathan Solomon and Marina Wolfson who resigned in February and March 2026. This leadership change coincides with two major acquisitions: Zorro Net Ltd. from Water IO Ltd. (an affiliate of T3 Defense Inc.) and DR. Frucht Systems Ltd. from Mandragola Ltd. The filing details related-party transactions involving these acquisitions, including the issuance of stock, warrants, and debt instruments. Notably, the company issued a $3 million convertible note and warrants to Mandragola Ltd. for the DR. Frucht acquisition, and a $1.25 million promissory note and stock to Water IO Ltd. for Zorro Net. These transactions involve directors Reuven Yeganeh and David Rokach, who recused themselves from voting on the respective deals.
BiomX Inc. issued 1,013,637 restricted shares of common stock to three assignees upon the partial conversion of a convertible promissory note originally held by Mandragola Ltd. The conversion covered approximately $379,000 in principal debt, bringing the total shares outstanding to 11,160,153. The issuance is part of a broader $2 million revolving credit line agreement with Mandragola, which also includes a five-year warrant to purchase 2 million shares at $12.00 per share. This warrant represents roughly 18% of the current outstanding shares and carries a cashless exercise feature, signaling significant potential future dilution. The high 12% interest rate on the debt and the aggressive warrant terms suggest the company is facing liquidity constraints and is relying on expensive, dilutive financing to fund operations and its recent acquisition of Dr. Frucht Systems Ltd.
Another Prominent Defense Technology Leader Joins BiomX: Prof. Gabby Sarusi, Former VP and Chief Scientist at Elbit
BiomX appointed Prof. Gabby Sarusi as Strategic Advisor to support its expansion into defense, security, and critical infrastructure sectors. Prof. Sarusi brings extensive experience from Elbit Systems, where he served as VP and Chief Scientist, and currently heads the Photonics and Electro-Optics Department at Ben-Gurion University. The appointment is intended to help management evaluate new opportunities and advance long-term growth strategy, leveraging his deep ties to Israel's defense and technology communities.
Zorronet Brings Autonomous C5ISR to Hardened Sites Without Public Cloud Dependence
BiomX announced that its Zorronet subsidiary has expanded its autonomous C5ISR suite to support fully secure on-premise, hybrid, and closed-loop deployments. The update allows defense and critical infrastructure organizations to run the full suite inside hardened sites and secured intranets without relying on the public cloud. This addresses regulatory and cybersecurity requirements for local control, enabling real-time AI inference and command coordination on local GPU-based servers.
BiomX Inc. appointed Roy Rousso as Chief Business Officer and Chief Operating Officer, effective July 1, 2026. Rousso brings over two decades of leadership experience in digital infrastructure and technology, having previously served as Head of Global Business Development at Flexnode and CRO at Pente Networks. The engagement is structured as a part-time consulting agreement at 70% capacity, with a pro-rated monthly fee of $11,900. Rousso is also eligible for an annual performance bonus of up to 50% of his base fee and an equity grant of 200,000 shares vesting over three years. The agreement includes standard non-competition and non-solicitation covenants for 12 months post-termination. Rousso is permitted to maintain independent business activities with specific entities including Akular, 11 Stream, Precision.IO, and Apex Foundry, provided they do not compete with BiomX.
BiomX Appoints IDF Colonel (res.) Roy Timor-Rousso as Chief Business Officer to Strengthen Defense & Security Operations
BiomX appointed Roy Timor-Rousso as Chief Business Officer to lead its defense and security operations. Timor-Rousso brings over two decades of experience in sovereign cloud, digital infrastructure, and private cellular networks, along with military leadership experience as a Colonel in the Israel Defense Forces. CEO Michael Oster stated the hire supports BiomX’s transition from strategy to execution, focusing on integrating AI-driven sensing and command-and-control systems from subsidiaries Zorronet and DFSL to protect critical infrastructure.
BiomX Inc. (PHGE) reported a net loss of $19.1 million for the first quarter of 2026, driven by non-cash warrant revaluation charges and a day-one loss on a private placement, while explicitly stating substantial doubt about its ability to continue as a going concern. The company has only $1.2 million in cash and an accumulated deficit of $236 million, with management estimating funds are sufficient for only several more months of operations. The company has pivoted from its legacy phage therapy business to defense and security technology, completing acquisitions of Dr. Frucht Systems Ltd. (DFSL) and Zorro Net Ltd. in April 2026, subsequent to the quarter-end. These acquisitions were funded through a mix of cash, convertible notes, and equity, including a $3 million convertible note and a $1.25 million non-convertible note, alongside a new $2 million credit line from Mandragola Ltd. PHGE faces significant near-term risks, including a deficiency notice from NYSE American regarding continued listing standards and a disclosure that its internal controls over financial reporting are not effective. The company also underwent a complete change in executive management, appointing Michael Oster as CEO and David Rokach as CFO in early 2026.
BiomX Inc. filed a Form 12b-25 notification requesting a delay in filing its Q1 2026 10-Q, citing delays in compiling information related to significant transactions completed during the quarter. The company anticipates material changes in results of operations compared to the prior year, driven by the discontinuation of its BX004 Phase 2b clinical trial and the insolvency proceedings of its Israeli operating subsidiary. The filing reveals a period of extreme corporate turbulence, including the reconstitution of the Board of Directors and executive management team in Q1 2026 and a strategic pivot into defense and critical infrastructure technology markets. To support these changes, the company raised $3.0 million from a Series Y financing in January 2026 and an additional $3.3 million from warrant exercises in March 2026. The inability to close the books on time, combined with the deconsolidation of a subsidiary due to insolvency and a complete leadership overhaul, raises significant red flags regarding the company's financial stability and internal controls. The late filing is expected to be submitted within five calendar days of the original due date, but the underlying operational distress suggests ongoing risk for investors.
BiomX’s Zorronet Puts Full AI Command-and-Control in the Palm of Your Hand
BiomX subsidiary Zorronet launched a secure mobile application that puts its AI-powered command-and-control system into the hands of field operators. The app integrates data from cameras, sensors, and drones to replace fragmented workflows, providing role-based alerts and real-time operational views. Zorronet's technology is already deployed by Israel Railways and other entities, targeting a projected $44 billion global market for command and control systems by 2030.
BiomX Accelerates Defense Technology Buildout with DFSL Acquisition
BiomX Acquires Zorronet, Autonomous AI Command-and-Control Platform for Real-Time Defense and Security Applications
BiomX Obtains Option to Acquire Control of Israeli Laser-Radar Counter-Drone System
BiomX Adds Former Mossad Deputy to Advisory Board
BiomX Inc. Received NYSE American Notification Letter Regarding Stockholders' Equity Deficiency
BiomX Launches Security Subsidiary in Israel and Will Initially Invest Over $3 million In Its Operations
BiomX CEO Issues Letter to Stockholders
BiomX Names Michael Oster as Chief Executive Officer, David Rokach Chief Financial Officer to Support Next Phase of Growth
BiomX Issues Statement Regarding Recent Common Stock Trading Activity
