Form 8-K
8-K — T3 Defense Inc.
Accession: 0001213900-26-042313
Filed: 2026-04-10
Period: 2026-04-10
CIK: 0001787518
SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)
Item: Completion of Acquisition or Disposition of Assets
Item: Financial Statements and Exhibits
Documents
8-K — ea0285348-8k_t3defense.htm (Primary)
EX-10.52 — STOCK PURCHASE AGREEMENT, DATED APRIL 10, 2026, BY AND BETWEEN BIOMX INC. AND WATER IO LTD (ea028534801ex10-52.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2026
T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39341
38-3912845
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification Number)
575 Fifth Avenue, 14th Floor, New York, New York
10017
(Address of principal executive offices)
212-791-4663
(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 to 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
DFNS
The Nasdaq Global Market
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share
DFNSW
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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
2.01 Completion of Acquisition or Disposition of Assets.
On April 10, 2026, Water IO Ltd. (“Water
IO”), an Israeli public company traded on the Tel Aviv Stock Exchange in which Star 26 Capital Inc. (“Star 26”), a wholly-owned
subsidiary of T3 Defense Inc. (the “Company”), holds an approximately 67% equity interest, completed the sale of 100% of the
issued and outstanding share capital of Zorro Net Ltd. (“Zorronet”), a wholly-owned subsidiary of Water IO, to BiomX Inc.
(“BiomX”) (NYSE American: PHGE), pursuant to a Stock Purchase Agreement dated April 10, 2026 (the “SPA”).
Zorronet is an Israeli an Israeli artificial intelligence
defense technology company which develops and deploys proprietary AI-powered computer vision and autonomous surveillance systems for defense,
homeland security and critical infrastructure protection. Its smart software platform performs real-time autonomous threat detection,
object recognition, perimeter intrusion identification and automated event-triggered response, with native integration into unmanned aerial
systems (UAS/drones), alarm networks and command-and-control (C2) systems. ZorroNet’s technology is operationally deployed at Israel
Defense Forces (IDF) bases, military security operations centers and critical national infrastructure sites, with active engagements with
Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top Israel’s preeminent defense prime contractors.
As consideration for the Zorronet shares, BiomX
issued to Water IO: (i) 1,300,000 shares of BiomX common stock; and (ii) a non-convertible promissory note in the principal amount of
$1,250,000, bearing interest at the short-term applicable federal rate, maturing three months from the date of issuance.
Additionally, BiomX assumed certain obligations
of Water IO with respect to the founders and former shareholders of Zorronet, including a performance-based earnout payable no later than
March 31, 2027 equal to the greater of 125% of Zorronet’s consolidated revenue or eight times Zorronet’s consolidated EBITDA
for fiscal year 2026, and a commitment to retain certain key Zorronet personnel for three years on no less favorable terms.
As a result of the transaction, Water IO holds
1,300,000 shares of BiomX common stock, representing approximately 16.57% of BiomX’s issued and outstanding common stock following
the issuance. The Company, through Star 26, beneficially owns approximately 67% of Water IO’s equity, and accordingly may be deemed
to beneficially own such BiomX shares indirectly.
The above description of the SPA does not purport
to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit
10.52 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Description
10.52
Stock Purchase Agreement, dated April 10, 2026, by and between BiomX Inc. and Water IO Ltd.
104
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1
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.
April 10, 2026
T3 DEFENSE INC.
By:
/s/ Menachem Shalom
Name:
Menachem Shalom
Title:
Chief Executive Officer
2
EX-10.52 — STOCK PURCHASE AGREEMENT, DATED APRIL 10, 2026, BY AND BETWEEN BIOMX INC. AND WATER IO LTD
EX-10.52
Filename: ea028534801ex10-52.htm · Sequence: 2
Exhibit 10.52
STOCK PURCHASE AGREEMENT
by and between
BIOMX INC.
and
WATER IO LTD.
Dated as of April 10, 2026
This STOCK PURCHASE AGREEMENT (this “Agreement”)
is entered into and effective as of April 10, 2026 (the “Effective Date” and the “Closing Date”), by and between:
BiomX Inc., a Delaware corporation
whose shares of common stock are listed on the New York Stock Exchange (“NYSE”) (“Buyer”); and
Water IO Ltd., a company organized
under the laws of the State of Israel whose shares are listed on the Tel Aviv Stock Exchange (“Seller”).
Buyer and Seller are each a “Party”
and collectively, the “Parties.”
RECITALS
WHEREAS, Seller is the record and beneficial
owner of 100% of the issued and outstanding share capital of Zorro Net Ltd., a company organized under the laws of the State of Israel
(“Company” or “ZorroNet”) (such shares, the “Company Shares”);
WHEREAS, the Company is engaged in the
development and commercialization of proprietary visual artificial intelligence and computer vision technology platforms for defense,
homeland security and critical infrastructure protection applications, including real-time autonomous threat detection, object recognition,
event-triggered response systems and integration with unmanned aerial systems;
WHEREAS, Seller desires to sell, and Buyer
desires to purchase, 100% of the Company Shares, and the Parties desire to simultaneously execute and close the transactions contemplated
hereby; and
WHEREAS, in connection with the acquisition,
Buyer has agreed to assume certain obligations of Seller with respect to the founders and former shareholders of the Company.
NOW, THEREFORE, in consideration of the
mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
ARTICLE I DEFINITIONS
Capitalized terms used but not otherwise defined
herein shall have the following meanings:
“Assumed Obligations”
has the meaning set forth in Section 2.4.
“Closing” means the
consummation of the transactions contemplated hereby, which shall occur simultaneously with the execution and delivery of this Agreement.
“Earnout Payment”
has the meaning set forth in Section 2.4(a).
“Founder Beneficiaries”
means the founders and former shareholders of the Company to whom Seller has outstanding obligations as set forth on Schedule 2.4.
“Key Employees” means
those employees of the Company identified on Schedule 2.4(b).
“Note” means the
non-convertible promissory note in the principal amount of $1,250,000 issued by Buyer to Seller at Closing in the form attached hereto
as Exhibit A.
“Share Consideration”
means 1,300,000 shares of Buyer’s common stock, par value $0.0001 per share.
ARTICLE II PURCHASE AND SALE; CLOSING
2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby
sells, assigns, transfers and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, 100% of the Company Shares, free
and clear of all liens, encumbrances and restrictions (other than restrictions arising under applicable securities laws), effective as
of the execution of this Agreement.
2.2 Consideration. In full consideration for the Company Shares, Buyer hereby delivers to Seller
at Closing: (a) the Share Consideration; and (b) the Note.
2.3 Simultaneous Sign and Close. The Parties acknowledge and agree that the Closing is occurring
simultaneously with the execution and delivery of this Agreement. The execution and delivery of this Agreement by each Party shall constitute
conclusive evidence that all conditions to such Party’s obligations to consummate the Closing have been satisfied or waived.
2.4 Assumption of Obligations to Founder Beneficiaries. As additional consideration for the
Company Shares, and as a material inducement for Seller to enter into this Agreement, Buyer hereby assumes and agrees to perform, discharge
and be bound by the following obligations of Seller with respect to the Founder Beneficiaries (collectively, the “Assumed Obligations”):
(a) Earnout Payment. Buyer shall pay (or cause the Company to pay) to the Founder Beneficiaries,
no later than March 31, 2027, an amount in cash equal to the greater of: (i) 125% of the Company’s consolidated revenue for the
fiscal year ending December 31, 2026, as determined in accordance with International Financial Reporting Standards (“IFRS”)
consistently applied; or (ii) eight (8) times the Company’s consolidated EBITDA for the fiscal year ending December 31, 2026, as
determined in accordance with IFRS consistently applied (the “Earnout Payment”). For purposes hereof, “EBITDA”
means earnings before interest, taxes, depreciation and amortization, calculated consistently with the Company’s historical financial
statements. The Earnout Payment shall be allocated among the Founder Beneficiaries pro rata in accordance with their respective entitlements
as set forth on Schedule 2.4.
2
(b) Key Employee Retention. Buyer shall cause the Company to retain each Key Employee for a
period of not less than three (3) years from the Closing Date on employment terms (including base salary, benefits, title and responsibilities)
no less favorable, in the aggregate, than those in effect as of the Closing Date, unless any such Key Employee voluntarily resigns or
is terminated for Cause (as defined in the applicable employment agreement or, if not so defined, as reasonably determined by the Company’s
board of directors). A breach of this Section 2.4(b) shall entitle the affected Key Employee to seek specific performance.
(c) Third-Party Beneficiary Rights. The Parties acknowledge that the Founder Beneficiaries and
Key Employees are express intended third-party beneficiaries of Section 2.4 and shall have the right to enforce its provisions directly
against Buyer.
ARTICLE III CLOSING DELIVERABLES
3.1 Seller’s Deliverables. Simultaneously with execution, Seller has delivered to Buyer:
(a) duly executed share transfer deeds
transferring the Company Shares to Buyer;
(b) resignations of directors and officers
of the Company designated by Buyer;
(c) corporate books, records and minute
books of the Company;
(d) a certificate of good standing (or
equivalent) from the Israeli Registrar of Companies; and
(e) such other documents as Buyer has
reasonably requested.
3.2 Buyer’s Deliverables. Simultaneously with execution, Buyer has delivered to Seller:
(a) evidence of the issuance and book-entry
credit of the Share Consideration;
(b) the duly executed Note;
(c) a duly executed assumption agreement
evidencing the Assumed Obligations; and
(d) such other documents as Seller has
reasonably requested.
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as of
the Closing Date as follows:
4.1 Organization and Good Standing. Seller is duly organized, validly existing and in good standing
under the laws of the State of Israel and has all requisite corporate power and authority to own its properties and conduct its business
as currently conducted.
4.2 Authorization; Binding Effect. The execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors’ rights generally and to general principles of equity.
4.3 Title to Company Shares. Seller is the sole record and beneficial owner of 100% of the Company
Shares, free and clear of all liens, pledges, encumbrances, security interests, options, claims, charges and restrictions of any kind,
other than restrictions under applicable securities laws. Upon delivery hereunder, Buyer will acquire good and valid title thereto, free
and clear of all liens.
4.4 Capitalization of the Company. The Company Shares constitute 100% of the issued and outstanding
equity interests of the Company. There are no outstanding options, warrants, convertible securities or other rights obligating the Company
to issue any additional equity interests.
3
4.5 Organization of the Company. The Company is duly organized, validly existing and in good
standing under the laws of the State of Israel.
4.6 No Conflicts. The execution and performance of this Agreement by Seller do not: (a) violate
the organizational documents of Seller or the Company; (b) violate any applicable law; or (c) result in a breach of or default under any
material contract, except as would not materially impair Seller’s ability to consummate the transactions contemplated hereby.
4.7 Consents. No consent, approval or authorization of any governmental authority or other person
is required in connection with Seller’s execution and performance of this Agreement, except for those obtained prior to Closing.
4.8 Litigation. There is no action, suit or proceeding pending or, to Seller’s knowledge,
threatened that would prevent or materially delay the transactions contemplated hereby.
4.9 “As-Is” Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, SELLER
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE COMPANY, ITS BUSINESS,
ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE), TECHNOLOGY, INTELLECTUAL PROPERTY, CONTRACTS, EMPLOYEES, PROSPECTS OR OPERATIONS,
AND SELLER HEREBY DISCLAIMS ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE FOREGOING, SELLER MAKES NO REPRESENTATION
OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER.
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of
the Closing Date as follows:
5.1 Organization. Buyer is duly incorporated, validly existing and in good standing under the
laws of Delaware and has all requisite power and authority to execute and perform this Agreement.
5.2 Authorization. This Agreement has been duly authorized by all necessary corporate action
on the part of Buyer and constitutes Buyer’s legal, valid and binding obligation.
5.3 Valid Issuance. The Share Consideration is duly authorized, validly issued, fully paid and
non-assessable, and free and clear of all liens (other than securities law restrictions and Buyer’s organizational documents).
5.4 Note. The Note constitutes a valid and binding obligation of Buyer, enforceable in accordance
with its terms.
5.5 NYSE Compliance. Buyer’s common stock is listed on the NYSE and Buyer is in material
compliance with applicable listing requirements. The issuance of the Share Consideration does not require stockholder approval under NYSE
rules.
4
5.6 Buyer’s Acknowledgment. Buyer acknowledges it is acquiring the Company Shares “as-is,
where-is,” has conducted its own investigation, is not relying on any representations beyond Article IV, and Seller shall have no
liability regarding the Company’s condition, value or prospects.
ARTICLE VI POST-CLOSING COVENANTS
6.1 Registration of Share Consideration. Buyer shall file a registration statement on Form S-3
(or other applicable form) with the SEC within forty-five (45) calendar days following the Closing Date covering the resale of the Share
Consideration (the “Registration Statement”). Buyer shall use commercially reasonable efforts to cause the Registration Statement
to become effective promptly and to maintain effectiveness until the earlier of (i) all covered shares have been sold, or (ii) all such
shares may be sold without restriction under Rule 144. Buyer shall bear all registration expenses, including reasonable legal fees of
one counsel to Seller.
6.2 Restrictive Legend. Customary restrictive legends shall be removed upon effectiveness of
the Registration Statement or delivery of a customary opinion of counsel.
6.3 Further Assurances. Each Party shall execute additional documents and take further actions
as reasonably necessary to effectuate the transactions contemplated hereby.
6.4 SEC Filing Cooperation. Each Party shall cooperate in the preparation and filing of any
SEC filings, stock exchange notifications, or regulatory filings required in connection with the transactions contemplated hereby.
6.5 Intercompany Debt. The Parties agree and acknowledge that as of the date hereof, the Seller
has lent Zorronet the aggregate sum of NIS 1,250,000 (the “Indebtedness”). Upon payment of the Note in full, the Indebtedness
will be terminated in its entirety and have no further force and effect.
6.6 Option. Seller shall have the option, in its sole and absolute discretion, to terminate
this Agreement in its entirety and require the Buyer to return to Seller the Company Shares if either (a) the Note is not paid in its
entirety in accordance with the terms thereof or (b) if the common stock of Buyer are not listed on the NYSE for 90 trading days after
(i) the Registration Statement has been declared effective or (ii) the Share Consideration can be sold pursuant to Rule 144. Within two
(2) Business Days of the receipt of notice from Seller to Buyer that it has exercised its option, Buyer agrees to take any and all action
required to have the Company Shares registered in the name of the Seller
ARTICLE
VII MISCELLANEOUS
7.1 Governing Law. This Agreement shall be governed by New York law, without regard to conflicts
of law principles.
7.2 Dispute Resolution. Disputes shall be submitted to the exclusive jurisdiction of the federal
and state courts in the Borough of Manhattan, City of New York.
7.3 Entire Agreement. This Agreement (including Exhibits and Schedules) constitutes the entire
agreement of the Parties and supersedes all prior agreements and understandings.
7.4 Amendment; Waiver. Amendments require a writing signed by each Party. Waivers must be in
writing.
7.5 Notices. All notices shall be in writing, deemed given when delivered personally, by email
(with confirmation), or by overnight courier, to the addresses on the signature pages.
7.6 Assignment. Neither Party may assign without the other’s written consent; provided
that Buyer may assign to a wholly-owned subsidiary without consent, but no assignment shall relieve Buyer of its obligations.
7.7 Severability. If any provision is held invalid, the remainder shall continue in full force.
7.8 Counterparts. This Agreement may be executed in counterparts. Electronic signatures shall
be deemed originals.
7.9 Expenses. Each Party shall bear its own costs and expenses.
[Signature Page Follows]
5
IN WITNESS WHEREOF, the Parties have caused this
Agreement to be duly executed and delivered, and the Closing to have occurred, as of the date first written above.
BUYER: BIOMX INC.
/s/ Michael Oster
Name:Michael Oster
Title:CEO
Address:
Email:
SELLER: WATER IO LTD.
/s/ Menachem Shalom
Name:Menachem Shalom
Title:CEO
Address:
Email:
6
EXHIBIT A
FORM OF NON-CONVERTIBLE PROMISSORY NOTE
$1,250,000.00 April 10, 2026
NON-CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, BiomX Inc., a Delaware
corporation (“Maker”), promises to pay to the order of Water IO Ltd. (“Holder”), the principal sum of One Million
Two Hundred Fifty Thousand United States Dollars ($1,250,000.00).
1. Maturity.
The outstanding principal and accrued interest shall be due and payable in full three (3) months from the date hereof (the “Maturity
Date”).
2. Interest.
Interest accrues at the short-term Applicable Federal Rate in effect on the date hereof, compounded annually, on a 360-day year basis.
3. Payment.
Payments in U.S. Dollars by wire transfer. Prepayment permitted without penalty.
4. Non-Convertible.
This Note is not convertible into any equity securities of Maker.
5. Default.
Events of Default: (a) failure to pay within five (5) business days when due; (b) bankruptcy filing or assignment for benefit of creditors;
(c) appointment of a receiver for a substantial part of Maker’s assets. Upon default, the entire balance becomes immediately due
at Holder’s election.
6. Governing
Law. New York law governs.
7. Waiver.
Maker waives presentment, demand, protest and all notices.
BIOMX INC.
/s/ Michael Oster
Name:Michael Oster
Title:CEO
ACKNOWLEDGED AND AGREED:
WATER IO LTD.
/s/ Menachem Shalom
Name:Menachem Shalom
Title:CEO
7
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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.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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Local phone number for entity.
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No definition available.
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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 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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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
-Publisher SEC
-Name Exchange Act
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Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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-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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Trading symbol of an instrument as listed on an exchange.
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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 written communications pursuant to Rule 425 under the Securities Act.
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