Form 8-K

8-K — BiomX Inc.

Accession: 0001213900-26-096273

Filed: 2026-09-01

Period: 2026-09-01

CIK: 0001739174

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0304209-8k_biomx.htm (Primary)

EX-99.1 — PRESS RELEASE OF BIOMX INC., DATED SEPTEMBER 1, 2026 (ea030420901ex99-1.htm)

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8-K — CURRENT REPORT

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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):

September 1, 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)

(I.R.S. 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 8.01 Other Events.

On September 1, 2026, BiomX Inc. (the “Company”)

announced that it will change its corporate name to Tessera Defense and Homeland Security Inc., effective at 12:01 a.m., Eastern Time,

on September 11, 2026 (the “Name Change”). On August 31, 2026, the Company’s Board of Directors approved the Name Change

and an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect it. Pursuant to Section 242(d)(1)

of the Delaware General Corporation Law, no stockholder approval is required. The Company expects to file a certificate of amendment with

the Secretary of State of the State of Delaware, to become effective at the time stated above.

In connection with the Name Change, the Company’s

common stock will begin trading on the NYSE American under the new ticker symbol “HLSQ” at the market open on September 11,

2026. The common stock will continue to trade under the symbol “PHGE” until that time. The Company’s common stock will

continue to be identified by CUSIP number 09090D 608, which will be assigned upon effectiveness of the Company’s previously announced

one-for-ten reverse stock split on September 9, 2026; CUSIP Global Services has confirmed that the CUSIP number will not change as a

result of the Name Change.

The Name Change does not affect the rights of

the Company’s stockholders. No action is required by stockholders, and no exchange of stock certificates or book-entry positions

is required. The Name Change and the reverse stock split are separate corporate actions.

The Company will report the filing of the certificate

of amendment under Item 5.03 of Form 8-K. A copy of the press release announcing the Name Change is attached as Exhibit 99.1 to this Current

Report and is incorporated herein by reference.

Forward-Looking Statements. This

Current Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995, including statements regarding the anticipated timing and effects of the name change, the ticker symbol

change and the reverse stock split. These statements are based on the Company’s current expectations and are subject to risks and

uncertainties that could cause actual results to differ materially, including the timing of the filing and effectiveness of the certificate

of amendment and the processing of the corporate actions by the NYSE American and DTC, as well as the risks described in the Company’s

filings with the Securities and Exchange Commission, including under “Risk Factors” in the Company’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2025, as amended, and the Company’s Quarterly Report on Form 10-Q for the quarter

ended June 30, 2026. The Company undertakes no obligation to update any forward-looking statement except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release of BiomX Inc., dated September 1, 2026

104

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

SIGNATURES

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: September 1, 2026

By:

/s/ Michael Oster

Name:

Michael Oster

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE OF BIOMX INC., DATED SEPTEMBER 1, 2026

EX-99.1

Filename: ea030420901ex99-1.htm · Sequence: 2

Exhibit

99.1

BiomX

Inc. to Become Tessera Defense and Homeland Security Inc.

Name

change effective September 11, 2026; common stock to trade on the NYSE American under the new symbol “HLSQ”

NETANYA,

Israel, September 1, 2026 – BiomX Inc. (NYSE American: PHGE) (the “Company”) today announced that it will change

its corporate name to Tessera Defense and Homeland Security Inc., effective at 12:01 a.m., Eastern Time, on September 11, 2026. The Company’s

common stock will trade on the NYSE American under the new ticker symbol “HLSQ.”

The

new name completes the Company’s transformation into a defense and homeland security technology group, built through the acquisitions

and investments it has made over the past year.

tessera is a single tile in a mosaic. Alone it is a fragment; set alongside others, it becomes part of a complete picture. The name describes

how the Company is assembled: individual technology companies, each substantial in its own right, brought together into one architecture

for prediction, detection, analysis and response.

The

effective date was chosen deliberately. September 11 is the date that changed how the world understands security, and the day that gave

the term homeland security its modern meaning. In adopting the name on that date, the Company honors the memory of those who were lost

in 2001 and the first responders who went toward the danger, and dedicates itself to the work their loss demanded: seeing threats early,

understanding them quickly, and helping those who must act on them.

“We did not choose this date lightly, and we do not take it

lightly,” said Michael Oster, Chief Executive Officer of BiomX. “Twenty-five years ago, the failure was not one of courage.

It was a failure to connect what was already known. Everything we are building is aimed at that gap: technologies that predict, detect,

make sense of what they detect, and recommend a response. Tessera is the right name for that work, because no single piece of it matters

on its own. What matters is the picture they make together.”

The Company’s portfolio today includes

Dr. Frucht Systems Ltd., which develops threat detection technology; Zorro Net Ltd., which provides AI-powered prediction, analysis,

validation, coordination and response recommendation or initiation, and whose systems are deployed with defense and critical

infrastructure customers in Israel, including under a framework agreement with Israel Railways; and a minority interest in, and an

option to acquire, M.E.A. Testing Systems Ltd. (Motomea), which specializes in electric motor testing and validation for unmanned

and autonomous systems.

What

the Name Change Means for Stockholders

The

name change does not affect the rights of the Company’s stockholders. No action is required by stockholders, and no exchange of

book-entry positions or stock certificates is necessary. The Company’s common stock will be identified by CUSIP number 09090D 608.

The Company’s common stock will continue to trade under the symbol “PHGE” until the effective time of the name change.

previously announced on August 28, 2026, the Company will effect a one-for-ten reverse stock split of its common stock, which is expected

to become effective at 12:01 a.m., Eastern Time, on September 9, 2026, with the common stock beginning to trade on a split-adjusted basis

when the market opens on that date. The reverse stock split and the name change are separate corporate actions.

About

the Company

BiomX

Inc., to be renamed Tessera Defense and Homeland Security Inc., is a technology group focused on defense and homeland security. Through

its subsidiaries and investments, the Company develops and deploys threat detection, AI-powered analysis and related technologies for

defense, security and critical infrastructure customers. The Company’s common stock is listed on the NYSE American.

Forward-Looking

Statements

This

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

statements regarding the timing and effectiveness of the name change, the change of the Company’s ticker symbol, the reverse stock

split, and the Company’s strategy and portfolio. Forward-looking statements are based on management’s current expectations

and are subject to risks and uncertainties, including the risk that the name change or the reverse stock split does not become effective

when anticipated, and those risks described in the Company’s filings with the Securities and Exchange Commission, including its

Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Actual results may differ materially

from those expressed or implied. The Company undertakes no obligation to update any forward-looking statement, except as required by

law.

Media

Contact: Yair Ohayon, Yairo@biomx.com

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