8-K - BiomX Inc. | StockGist

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BiomX Inc. entered into an option agreement to acquire 100% of Mandragola Ltd.'s shareholdings in DR. Frucht Systems Ltd., a developer of laser radar-based security systems, subject to closing conditions and shareholder approval.

Key Takeaways

1BiomX secured an exclusive option to purchase 100% of Mandragola's stake in DR. Frucht Systems Ltd. (DFSL), a defense technology company.

2The total purchase consideration includes $100,000 cash, a $5 million convertible note, preferred stock, and warrants representing significant equity dilution.

3The transaction is contingent on Mandragola first acquiring 60% of DFSL and obtaining approval from the Israel Innovation Authority.

4BiomX must obtain shareholder approval for the issuance of shares upon conversion of the preferred stock and exercise of warrants exceeding 19.99% of outstanding common stock.

5Mandragola is entitled to a 5% bonus payment on DFSL annual revenues of $25 million or more starting fiscal year 2027, payable in stock or cash.

6Subject to closing, Mandragola agreed to provide BiomX a credit line for DFSL's business development and debt payment, with terms to be determined.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement.** On March 31, 2026, BiomX Inc., a Delaware corporation (“BiomX” or the “Company”)) and Mandragola Ltd, a company fo

Material Agreement

$100.0K$5.0M$12.00

Source Document

9.01

. Financial Statements and Exhibits.** (d) Exhibits | Exhibit | | Description | |---|---|---| | 4.1 | | Unsecured Convertible Promissory Note | | 4.2 | | Pre-fu

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: 100% of Mandragola Ltd.'s shareholdings in DR. Frucht Systems Ltd. (DFSL)
Consideration: Cash payment of $100,000; issuance of an unsecured convertible promissory note in the principal amount of $5 million; shares of Series D Preferred Stock convertible for 9.9% of then issued and outstanding common stock; pre-funded warrants for 9.99% of then issued and outstanding common stock; five year warrant exercisable for 19.99% of then issued and outstanding common stock
Structure: Option agreement granting BiomX an exclusive and irrevocable option to purchase the shares

•Closing of the option is subject to the closing by Mandragola on its agreement to purchase 60% of DFSL's share capital
•Mandragola's purchase of DFSL shares is subject to written confirmation and approval of the Israel Innovation Authority
•Conversion of the Note and exercise of the Warrants are subject to approval of BiomX's shareholders

Material Agreement

Agreement: Option and Undertaking Agreement
Parties: BiomX Inc., Mandragola Ltd.

•Mandragola grants BiomX an exclusive and irrevocable option to purchase 100% of its shareholdings in DFSL
•Mandragola agrees to provide BiomX a credit line in an amount and with terms to be agreed upon, subject to closing of the option

Exhibits (5)

10.1

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

4.1

UNSECURED CONVERTIBLE PROMISSORY NOTE

4.2

PRE-FUNDED WARRANT

4.3

FIVE YEAR WARRANT

8-K

CURRENT REPORT