UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
The Company is hereby filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to (i) update the information in Item 9.01(a) of the Original Reports to include (x) the audited consolidated financial statements of as of and for the years ended December 31, 2025 and 2024 and (y) the unaudited condensed financial statements as of and for the three months ended March 31, 2026 and 2025 for each of Zorronet and DFSL; and (ii) update the information in Item 9.01(b) of the Original Reports to include the unaudited pro forma condensed combined financial information of the Company reflecting the acquisitions of Zorronet and DFSL as of and for the year ended December 31, 2025 and the period ended March 31, 2026.
This Amendment No. 1 does not amend any other item of the Original Reports or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Reports. Capitalized terms used but not defined herein have the meanings given to them in the Original Report.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 9.01 (as amended) is included herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
| (i) | The audited financial statements of Zorronet as of and for the years ended December 31, 2025 and December 31, 2024, the related notes thereto, and the related report of KPMG, independent registered public accounting firm and the financial statements of Zorronet for the three months ended March 31, 2026 (unaudited), are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. |
| (ii) | The audited financial statements of DFSL as of and for the years ended December 31, 2025 and December 31, 2024, the related notes, and the related report of BDO, independent registered public accounting firm, as set forth in their report thereon, and the financial statements of DFSL for the three months ended March 31, 2026 (unaudited), are filed herewith as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference |
(b) Pro Forma Financial Information.
| (i) | The unaudited pro forma condensed combined financial statements of the Company, giving effect to the acquisition of DFSL and Zorronet, which includes the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026 and the related notes, are incorporated herein by reference as Exhibit 99.5 hereto. |
| (ii) | The pro forma financial information included in this Amendment has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition of Zorronet and DFSL occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the acquisition of Zorronet and DFSL. |
(d) Exhibits.
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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: June 12, 2026 | By: | /s/ Michael Oster |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
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