0001213900-26-042313
SEC filingT3 Defense Inc.'s subsidiary Water IO completed the sale of its wholly-owned subsidiary Zorro Net Ltd. to BiomX Inc. for 1,300,000 BiomX shares and a $1.25M promissory note on April 10, 2026.
T3 Defense Inc., through its wholly-owned subsidiary Star 26 Capital Inc., holds approximately 67% equity interest in Water IO Ltd., an Israeli public company. On April 10, 2026, Water IO divested its entire ownership in Zorro Net Ltd., an Israeli AI defense technology firm specializing in computer vision, autonomous surveillance, and threat detection systems integrated with drones and C2 systems. ZorroNet's technology is deployed at IDF bases and critical infrastructure, with engagements including Elbit Systems Ltd. The transaction with BiomX Inc. (NYSE American: PHGE, noted as NYSE in SPA) provides Water IO with 1,300,000 shares of BiomX common stock, equating to 16.57% of BiomX's issued shares post-issuance, and a $1.25 million non-convertible promissory note at short-term federal rate interest, maturing in three months. BiomX also assumed Water IO's obligations to ZorroNet founders, including a cash earnout by March 31, 2027, based on the greater of 125% of Zorronet's 2026 consolidated revenue or eight times its 2026 EBITDA under IFRS. Additionally, BiomX must retain key personnel for three years on equivalent or better terms, with third-party beneficiary rights. The deal includes intercompany debt forgiveness upon note repayment and seller options for unwind if note payment or NYSE listing fails. This disposition shifts T3 Defense's exposure from direct AI defense operations to an equity stake in BiomX, potentially diversifying its portfolio while retaining indirect benefits through Water IO's BiomX holdings.