Form 8-K

8-K — BiomX Inc.

Accession: 0001213900-26-087839

Filed: 2026-08-11

Period: 2026-08-05

CIK: 0001739174

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

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0301544-8k_biomx.htm (Primary)

EX-10.1 — SHARE PURCHASE AND OPTION AGREEMENT DATED AUGUST 5, 2026 BETWEEN BIOMX INC. AND MAYERS VENTURES LLC (ea030154401ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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):

August 5, 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. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

On August 5, 2026, BiomX Inc., a Delaware corporation

(“BiomX” or the “Company”) entered into a Share Purchase and Option Agreement (the “SPA”) with

Mayers Ventures LLC, a Nevada limited liability company (“Mayers”), pursuant to which the Company agreed to purchase 324,573

shares of M.E.A. Testing Systems Ltd., an Israeli company (“MEA”), representing 10% of the issued and outstanding equity interests,

on a fully diluted basis, of MEA (the “Purchased Shares”). Motomova Inc., a Delaware corporation whose shares are quoted on the

over-the-counter market (OTC) under the symbol MTMV, holds the majority of the issued and outstanding equity interest in MEA and Mayers

holds approximately 76% of the issued and outstanding shares of MTMV. The acquisition also includes 10% of MEA’s affiliated company

in India, to the extent that company is not a subsidiary of MEA (together with MEA, the “MEA Companies”).

As consideration for the Purchased Shares

and for delivering the transaction package described in the SPA, in connection with the sale, the Company will pay to Mayers $50,000

and issue to Mayers 1,300,000 restricted BiomX shares of common stock (the “Consideration Shares”), provided, that the closing of the purchase of the Purchased

Shares is subject to the approval by the NYSE American of a supplemental listing application and the execution and delivery by the

MEA Companies of a license agreement granting BiomX an exclusive, perpetual worldwide, transferrable license to the technology and

knowhow of the MEA Companies (including MEA’s drone testing solutions).

MEA is a developer of advanced electric motor

testing and validation systems. The acquisition is intended to strengthen BiomX’s ability to support increasingly integrated defense systems

by adding access to specialized expertise in one of the most critical components of unmanned aerial platforms, electric propulsion.

In addition, under the SPA BiomX was granted an

exclusive option (the “Option”), exercisable through June 30, 2028 (the “Option Exercise Date”) to purchase all

of Motomova’s remaining holdings in MEA and MEA India, representing approximately 78.9% of the total issued share capital following

the Closing. The exercise of Option by BiomX is expressly subject to due diligence on MEA and its business and prospects (as determined

by the Company in its sole discretion) along with other customary closing conditions. If exercised, the purchase price for the Option

would be based on one of the two following bases, as determined by BiomX in its sole discretion, on an amount equal to (i) two (2) times

the net revenue of the MEA Companies for the fiscal year ending December 31, 2027, or (ii) four (4) times the EBITDA of the MEA Companies

for the fiscal year ending December 31, 2027, as derived from the MEA Companies’ audited financial statements for such fiscal

year, in each case multiplied by the percentage of MEA’s share capital actually acquired on exercise. The Option price is payable,

at BiomX’s election, in cash, BiomX stock, or a combination thereof, and the Option Shares are to be delivered on a cash-free, debt-free

basis.

Through the Option Exercise Date, Mayers agreed

to cause MEA and/or Motomova to refrain from soliciting, initiating or entertaining offers from, negotiate with, or in any manner encourage,

discuss, accept or consider any proposal from any other person relating to the acquisition or purchase of MEA, its assets, technology,

business or shares, in whole or in part, in any manner.

The above description of the SPA does not purport

to be complete and is qualified in its entirety by reference to the copy of the SPA attached hereto as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report

on Form 8-K is incorporated by reference into this Item 3.02. As noted above, the issuance of the Consideration Shares is

subject to the approval by the NYSE American of a supplemental listing application.

The shares will be issued without registration under the Securities

Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and/or Regulation S thereunder, as restricted securities.

Forward Looking Statements

This Current Report on Form 8-K contains

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding

the expected benefits of the transaction, the license, the Option, and the completion of the transactions described above. These statements

are subject to risks and uncertainties, including the satisfaction of closing conditions, the results of due diligence, and the receipt

of required approvals, including of the NYSE American, and actual results may differ materially. The Company undertakes no obligation

to update these statements except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Share Purchase and Option Agreement dated August 5, 2026 between BiomX Inc. and Mayers Ventures LLC.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 11, 2026

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

EX-10.1 — SHARE PURCHASE AND OPTION AGREEMENT DATED AUGUST 5, 2026 BETWEEN BIOMX INC. AND MAYERS VENTURES LLC

EX-10.1

Filename: ea030154401ex10-1.htm · Sequence: 2

Exhibit 10.1

SHARE PURCHASE AND OPTION AGREEMENT

(M.E.A. Testing Systems Ltd. Equity)

This Share Purchase and Option Agreement

(this “Agreement”) is made as of August 5, 2026 between BiomX Inc., a Delaware corporation (NYSE American: PHGE)

(the “Purchaser” or “BiomX”), and Mayers Ventures LLC a Nevada limited liability company (the

“Seller”). The Purchaser and the Seller are each a “Party” and together the “Parties.”

Recitals

A. The Company is M.E.A. Testing Systems Ltd.,

an Israeli private company, registration number 512558669 (the “Company” or “MEA”).

B. Based on the Company’s records, the issued

share capital of the Company consists of 1,719,819 ordinary shares and 1,525,915 preferred shares, each of par value NIS 0.01 (together,

3,245,734 shares), subject to confirmation against the Company’s share register.

C. Motomova Inc.,

a Delaware corporation whose shares are quoted on the OTC Markets under the symbol MTMV (“Motomova”)

holds 1,358,405 ordinary shares and 1,525,915 preferred shares, representing approximately 88.9% of the total issued share capital and

approximately 79% of the ordinary shares and all of the preferred shares of the Company. The balance, approximately 361,414 ordinary shares

(approximately 21% of the ordinary shares), is held by other shareholders (the “MEA Minority”).

D. The Seller holds 76% of the outstanding share

and voting capital of Motomova;

E. The Seller

represents that the Company owns, or holds exclusive rights to, drone-related testing technology, with customers

understood to include Israel Aerospace Industries and Elbit Systems. The ownership, scope, and customer relationships of that technology

are subject to confirmation in due diligence. Nonetheless, BiomX will be granted an exclusive license to the development and commercialization

of such technology and knowhow.

F. The assets of the Company are understood to

be subject to a first-priority lien in favor of Bank Hapoalim. The existence, scope, and terms of that lien, and any consent, release,

or subordination required, are subject to confirmation in due diligence.

G. The Company has a related sister company in

India, MEA Motomova India (“MEA India” and, together with the Company, the “MEA Companies”), the corporate details,

ownership, and holdings of which are subject to confirmation against the applicable registry.

H. The Purchaser wishes to acquire from

the Seller, and the Seller agrees to cause Motomova to sell, 171,982 ordinary shares and 152,591 preferred shares (together, 324,573 shares)

representing 10% of the total issued share capital of the MEA Companies on a fully diluted basis, with an option to acquire up to all

of the Motomova’s remaining holdings in the MEA Companies.

Accordingly, The Parties agree as follows.

1. Purchase and Sale of Shares

1.1 At the Closing, the Purchaser will

purchase from Seller, and Seller will cause Motomova to sell to the Purchaser, 171,982 ordinary shares and 152,591 preferred shares (together,

324,573 shares, representing 10% of the total issued share capital of the Company) on a Fully Diluted Basis (the “Purchased Shares”),

free and clear of all liens and encumbrances. The mechanism is a secondary sale of existing shares held by Motomova. No shares are issued

by the Company under this Section. [If the Motomova loan conversion proceeds before Closing, these numbers change; define as 10% of the

issued capital at Closing after the conversion.] The Seller will also cause Motomova to sell to the Purchaser for no additional consideration

such number of MEA India shares, to the extent MEA India is not a subsidiary of the Company, such that the Purchaser shall also hold 10%

of the total issued share capital of MEA India.

For purposes hereof, “Fully

Diluted Basis” shall mean share capital of MEA or MEA India, as the case may be, on an as-converted basis, including all shares

issued and outstanding (whether ordinary shares, preferred shares, or otherwise), as well as all shares issuable assuming the exercise,

conversion or exchange into shares of all warrants, options, notes, debentures, or other rights, securities, agreements or other commitments

which by their terms are exchangeable, exercisable or convertible (taking into account anti-dilution or other similar rights), directly

or indirectly, for or into the share capital of MEA or MEA India, as the case may be,, whether or not vested, and whether outstanding,

promised or contingent, including without limitation, all options granted to employees, consultants, service providers, officers and directors,

whether or not any options thereunder are then outstanding or promised, provided, that, equity linked securities issued to employees or

other service providers, including officers and directors shall not be included in this calculation

2. Consideration for the Purchased Shares

2.1 Purchase Price. The purchase

price for the Purchased Shares payable to the Seller is comprised of the following

(i) a cash payment of

$50,000 which will be utilized by the Seller for partial satisfaction of amounts owed to the noteholders of the Motomova

(ii) the issuance of 1,300,000 restricted

shares of BiomX common stock to the Seller as consideration for delivering the transaction package described in this Agreement, subject

to obtaining all required corporate regulatory approvals including NYSE -American. The shares will be issued at the Closing, following

(and subject to) approval by NYSE American of the supplemental listing application for the shares being a condition to the Closing under

Section 7.

All share issuances are subject to equitable adjustment

for any corporate recapitalization that BiomX or the Company may undertake, including without limitation, stock split or reverse stock

split.

3. Control Option

3.1 The Seller shall cause Motomova

to irrevocably grant to BiomX an exclusive option, exercisable through June 30, 2028 (the “Option”) to purchase

all of Motomova’s remaining holdings in the Company and MEA India, representing approximately 78.9% of the total issued share capital

following the Closing, calculated on a Fully Diluted Basis as of the applicable closing (the “Option Shares”), free and clear

of all liens, on the terms set forth in this Section (subject to confirmation under Section 7(d) that such shares are not pledged and,

if pledged, to receipt of the required release).

3.2 Option Purchase

Price. The aggregate purchase price for the Option Shares (the “Option Purchase Price”) shall be determined, at BiomX’s

sole election, on one, and only one, of the following two bases:

(i) Net Revenue Basis. An amount

equal to two (2) times the Net Revenue of the MEA Companies for the fiscal year ending December 31, 2027, as derived from the Audited

Financial Statements for such fiscal year, multiplied by the percentage of the Company’s share capital actually acquired on exercise

of the Option; or

(ii) EBITDA Basis. An amount equal

to four (4) times the EBITDA of the MEA Companies for the fiscal year ending December 31, 2027, as derived from the Audited Financial

Statements for such fiscal year, multiplied by the percentage of the Company’s share capital actually acquired on exercise of the

Option.

For the avoidance of doubt, BiomX may elect either basis, in its sole

unfettered discretion, and the Option Purchase Price shall be computed exclusively by reference to the Audited Financial Statements for

the corresponding fiscal year.

For purposes of this Section 3:

“Net Revenue” means

the Company’s total revenue for the applicable fiscal year, net of returns, allowances, discounts, rebates and credit losses, as

reported on the face of the applicable Audited Financial Statements.

“EBITDA” means, for

the applicable fiscal year, the Company’s net income (loss), 3determined in accordance with US GAAP from the applicable Audited

Financial Statements, plus, to the extent deducted in determining such net income, (i) interest expense, (ii) income tax expense, (iii)

depreciation, and (iv) amortization, in each case without duplication.

3.3 BiomX may exercise the Option by delivering

written notice to the Seller (an “Exercise Notice”), specifying the basis elected under Section 3. Delivery of an Exercise

Notice shall bind the parties to consummate the purchase and sale of the Option Shares on the terms of this Section

3. The Seller shall cause the Audited Financial Statements for fiscal year 2027 to be delivered to BiomX no later than March 31, 2028;

if delivered later, the exercise period in Section 3.1 is extended to sixty days after delivery. The closing of the purchase of the Option

Shares (the “Option Closing”) will take place no later than thirty days after delivery of the Exercise Notice.

3.4 The Seller shall

cause the financial statements of the MEA Companies for each of the fiscal years ending December 31, 2026 and 2027 to be audited by an

independent registered public accounting firm reasonably acceptable to BiomX, in accordance with US GAAP, consistently applied (the “Audited

Financial Statements”), and shall deliver each such Audited Financial Statement to BiomX promptly upon completion. The computation

of Net Revenue and EBITDA shall be made solely from, and shall be conclusively evidenced by, the applicable Audited Financial Statements,

absent manifest error.

3.5 Payment of the

Purchase Price may be made in either cash, shares of BiomX restricted stock or a combination of both, to be determined in the sole unfettered

discretion of BiomX.

3.6 The exercise of

Option by BiomX is expressly subject to satisfactory results, as deemed by BiomX in its sole unfettered discretion, of the due diligence

on the MEA Companies and their business and prospects.

3.7 Cash-Free, Debt-Free.

The Option Shares will be delivered, and the Option Purchase Price is calculated, on a cash-free, debt-free basis. At or before the Option

Closing, the Seller and Motomova will cause all indebtedness for borrowed money of the MEA Companies, including the Bank Hapoalim facility,

to be repaid, satisfied, or otherwise discharged, and all liens on the assets of the MEA Companies to be released, so that the Purchaser

acquires the MEA Companies free of indebtedness and of liens on their assets, and not only the Option Shares free of liens.

4. [Reserved]

5. Closing

5.1 The closing of the purchase and

sale of the Purchased Shares (the “Closing”) will take place remotely, by exchange of signatures and deliverables, within

five business days after the satisfaction or waiver of the conditions in Section 7 (other than those to be satisfied at the Closing),

and in any event no later than [September 30], 2026 (the “Outside Date”)

5.2 Closing Deliverables. At the Closing,

the Seller will deliver, or cause to be delivered, to the Purchaser: (a) share transfer deeds for the Purchased Shares duly executed by

Motomova; (b) the license agreement described in Section 7(f), duly executed by the MEA Companies; (c) resolutions of the board of directors

of the Company approving the transfer of the Purchased Shares and their registration in the Company’s shareholder register, together

with evidence of that registration; and (d) a written acknowledgment by Motomova, in a form reasonably acceptable to the Purchaser, of

the Option and of the covenant in Section 8.2.

6. Representations and Warranties

6.1 Of the Seller.

The Seller represents and warrants that it, Motomova and the Company is each duly organized and validly existing, has the authority

to enter into and perform this Agreement, and that Motomova owns the Purchased Shares free of liens, that the capitalization of the Company

is as set out in Recitals B and C, that the execution and performance of this Agreement do not violate any law or agreement binding on

it and that there is no action, suit, proceeding, governmental inquiry or investigation pending or currently threatened against MEA, the

Seller, Motomova or any of their respective directors, officers, shareholders or employees in their capacity as such. There is no action,

suit, proceeding or investigation initiated by MEA currently pending or that MEA intends to initiate. The Seller holds approximately 76%

of the outstanding share and voting capital of Motomova and has the power to cause Motomova and the Company to perform the actions required

of them under this Agreement. The Seller further represents that, as of the date of this Agreement, no director, officer, or 5% stockholder

of the Purchaser holds any position or interest in the Seller, Motomova, or the MEA Companies, and that Menachem Shalom holds no office

and no shares in the MEA Companies.

6.2 Of the Purchaser.

The Purchaser represents and warrants that it is duly organized and validly existing and that it has the authority to enter into and

perform this Agreement.

7. Conditions to Closing

The obligations of the Parties to complete the

Closing and, as applicable, the Option Closing are subject to the satisfaction or waiver of the following:

(a)

completion by the Purchaser of its due diligence review of the Company, Motomova and the Seller, including confirmation of the Company’s

ownership of the drone-related technology described in Recital E;

(b)

confirmation, against the share register of the Company, of the Company’s registered name, the issued share capital, the Seller’s

holding, and the identity and holdings of the MEA Minority;

(c)

review of the MEA Minority’s rights and receipt of any consents or waivers required from the MEA Minority in respect of the Purchased

Shares or the Control Option;

(d)

confirmation whether Motomova’s share holdings in MEA are pledged or otherwise encumbered in favor of Bank Hapoalim or any other

lender and, if so, receipt of the consent or release required to transfer them; it being noted that Bank Hapoalim holds a first-priority

lien on the Company’s assets;

(e)

confirmation, against the applicable registry, of the corporate details, ownership, and holdings of the Indian sister company referred

to in Recital G;

(f)

execution and delivery by the MEA Companies of a license agreement granting BiomX an exclusive, perpetual, worldwide, transferrable license

to the technology and knowhow of the MEA Companies;

(g)

receipt of all corporate and board approvals of the Purchaser, the Company, and the Seller, including the approval of the Purchaser’s

board of directors, with the interested directors abstaining and on the basis of an independent opinion as to the value of the MEA interest,

and the approval of the board of the Seller;

(h)

any consent of the Israel Innovation Authority to the extent required;

(i)

all required corporate and regulatory approvals, to the extent required, including approval by NYSE American of the supplemental listing

application covering the shares of BiomX common stock issuable under Section 2.1;

(j)

the settlement, discharge, or restructuring of the Seller’s outstanding notes and related claims on terms satisfactory to the Purchaser;

and

(k)

the accuracy of the representations and warranties and the performance of the covenants in this Agreement.

8. Covenants

8.1 Due Diligence.

From the date hereof and through the Option Exercise Period, BiomX shall have the right to conduct a full due diligence examination in

MEA and/or its activities, including without limitation its properties, operating and financial data, records, agreements and other relevant

information. The Seller shall cause MEA to fully cooperate with BiomX in connection with the due diligence procedure and to make available

to BiomX members of the management team, accountants, attorneys and all other relevant representatives, to the extent requested by BiomX.

The Seller shall cause MEA to keep BiomX informed of any material changes that have occurred or may occur affecting the business, results

of operations, condition or prospects of MEA. All expenses related to the due diligence efforts shall be borne solely by BiomX.

8.2 No Transfers by

the Shareholders. From the date hereof through the Option Exercise Date, Seller shall not directly or indirectly transfer, dispose, gift

or in any manner create a Lien on any of its shares in Motomova, and shall cause Motomova not to transfer, dispose, gift or in any manner

create a Lien on any of its shares in MEA.

8.3 No Shop. From

the date hereof through the Option Exercise Date, neither MEA nor any officer, director, employee, agent, representative or affiliate

thereof shall directly or indirectly (i) solicit, initiate or entertain offers from, negotiate with, or in any manner encourage, discuss,

accept or consider any proposal from any other person relating to the acquisition or purchase of MEA, its assets, technology, business

or shares, in whole or in part, in any manner, or (ii) furnish to any other person any information with respect to, or otherwise cooperate

in any way with, or encourage any effort or attempt by any person to do or seek any of the foregoing. MEA shall be caused by the Seller

to immediately cease and cause to be terminated all existing agreements, arrangements, discussions, or negotiations with any parties conducted

heretofore with respect to any of the foregoing. The Seller shall cause MEA to notify BiomX promptly if any such proposal, or offer, or

any inquiry or contact with any person with respect thereto is made and shall, in any such notice to the buyer, indicate in reasonable

detail the identity of the person making, and the terms and conditions of, such proposal, offer, inquiry or contact.

9. Termination

Prior to the Closing, this Agreement may be terminated

(a) by mutual written consent or (b) by either Party, by written notice, if the Closing has not occurred by the Outside Date, provided

that the terminating Party is not then in material breach of this Agreement. Following the Closing, this Agreement may be terminated only

as to the Option, and only by mutual written consent.

10. Miscellaneous

10.1 Taxes. Any taxes that may be assessed

or imposed on any of the Parties in respect of the transactions under this Agreement shall be such Party’s sole responsibility.

10.2 Governing Law; Jurisdiction. This

Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any applicable principles

of conflicts of laws, provided that the transfer of shares in the Company and matters of the Company’s internal affairs are governed

by the laws of the State of Israel. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the competent

court located in Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of such court.

10.3 Successors and Assigns;. Except

as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns,

heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under,

or created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement, provided

that BiomX may assign to any of its subsidiaries all or part of its rights and obligations hereunder.

10.4 Entire Agreement; Amendment

and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with

regard to the subject matters hereof and thereof and any other written or oral agreement relating to the subject matter hereof existing

between the parties is expressly canceled. Any term of this Agreement may be amended only with the written consent of the Parties. The

observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only

with the written consent of the party against such waiver is sought.

10.5 Notices, etc. All notices and other

communications required or permitted hereunder to be given to a party to this Agreement shall be in writing (email will be deemed as writing)

and shall be addressed to such party’s address as set forth below or at such other address as the party shall have furnished to

each other party in writing Any notice sent in accordance with this Section 10.5 shall be deemed received (i) if sent via email, within

the next following business day, (ii) if delivered in person or by courier service, upon delivery, (iii) if sent by facsimile transmission,

on the business day following transmission with confirmed answer back, (iv) if sent by registered mail (or air mail if the posting is

international), within ten (10) days after posting, or (v) earlier, upon actual receipt, provided, however, that any notices

sent in accordance with sub-sections (ii)-(iv) shall be also sent via email.

10.6 Delays or Omissions. No delay or omission

to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver

of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character

on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions

of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Except as stated

in this Agreement, all remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative

and not alternative.

10.7 Severability. If any provision of

this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded

from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable

in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest

extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court

of competent jurisdiction.

10.8 Counterparts. This Agreement may be

executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Party actually executing

such counterpart, and all of which together shall constitute one and the same instrument. The exchange of a fully executed Agreement (in

counterparts or otherwise) by electronic transmission (including in PDF format) or by facsimile shall be sufficient to immediately bind

the Parties to the terms and conditions of this Agreement.

10.9 Legal Advice. Each Party acknowledges

that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and

investment and tax advisors. Each Party is relying solely on such counsel and advisors and not on any statements or representations of

the other Party or any of its employees, representatives or agents for legal, tax, economic and related considerations or investment advice

with respect to this Agreement, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

10.10 Further Assurances. Each Party shall

do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements,

certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the

purposes of this Agreement and the consummation of the transactions contemplated hereby.

Remainder of Page Intentionally Omitted; Signature

Page to Follow

The Parties have signed this Agreement as of the

date first written above.

PURCHASER: BIOMX INC.

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

CEO

SELLER: MAYERS VENTURES LLC

By:

/s/ Ram Naim

Name:

Ram Naim

Title:

CEO

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Aug. 05, 2026

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Document Type

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Document Period End Date

Aug. 05, 2026

Entity File Number

001-38762

Entity Registrant Name

BIOMX INC.

Entity Central Index Key

0001739174

Entity Tax Identification Number

82-3364020

Entity Incorporation, State or Country Code

Entity Address, Address Line One

850 New Burton Road

Entity Address, Address Line Two

Suite 201

Entity Address, City or Town

Dover

Entity Address, State or Province

Entity Address, Postal Zip Code

19904

City Area Code

972

Local Phone Number

52-437-4900

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

PHGE

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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Area code of city

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No definition available.

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- Definition

Cover page.

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No definition available.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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-Section 425

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