{"url_path":"/sec/phge/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1739174/0001213900-26-087839-index.html","accession_number":"0001213900-26-087839","cik":"0001739174","ticker":"PHGE","issuer_name":"BiomX Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1739174/0001213900-26-087839-index.html","primary_entity_key":"0001739174","primary_entity_name":"BiomX Inc."},"word_count":595,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn August 5, 2026, BiomX Inc., a Delaware corporation\n(“BiomX” or the “Company”)  entered into a Share Purchase and Option Agreement (the “SPA”) with\nMayers Ventures LLC, a Nevada limited liability company (“Mayers”), pursuant to which the Company agreed to purchase 324,573\nshares of M.E.A. Testing Systems Ltd., an Israeli company (“MEA”), representing 10% of the issued and outstanding equity interests,\non a fully diluted basis, of MEA (the “Purchased Shares”). Motomova Inc., a Delaware corporation whose shares are quoted on the\nover-the-counter market (OTC) under the symbol MTMV, holds the majority of the issued and outstanding equity interest in MEA and Mayers\nholds approximately 76% of the issued and outstanding shares of MTMV. The acquisition also includes 10% of MEA’s affiliated company\nin India, to the extent that company is not a subsidiary of MEA (together with MEA, the “MEA Companies”).\n\n \n\nAs consideration for the Purchased Shares\nand for delivering the transaction package described in the SPA, in connection with the sale, the Company will pay to Mayers $50,000\nand 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\nShares is subject to the approval by the NYSE American of a supplemental listing application and the execution and delivery by the\nMEA Companies of a license agreement granting BiomX an exclusive, perpetual worldwide, transferrable license to the technology and\nknowhow of the MEA Companies (including MEA’s drone testing solutions).\n\n \n\nMEA is a developer of advanced electric motor\ntesting and validation systems. The acquisition is intended to strengthen BiomX’s ability to support increasingly integrated defense systems\nby adding access to specialized expertise in one of the most critical components of unmanned aerial platforms, electric propulsion.\n\n \n\nIn addition, under the SPA BiomX was granted an\nexclusive option (the “Option”), exercisable through June 30, 2028 (the “Option Exercise Date”) to purchase all\nof Motomova’s remaining holdings in MEA and MEA India, representing approximately 78.9% of the total issued share capital following\nthe Closing. The exercise of Option by BiomX is expressly subject to due diligence on MEA and its business and prospects (as determined\nby the Company in its sole discretion) along with other customary closing conditions. If exercised, the purchase price for the Option\nwould 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\nthe 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\nfor the fiscal year ending December 31, 2027,  as derived from the MEA Companies’ audited financial statements for such fiscal\nyear, in each case multiplied by the percentage of MEA’s share capital actually acquired on exercise. The Option price is payable,\nat 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\nbasis.\n\n \n\nThrough the Option Exercise Date, Mayers agreed\nto cause MEA and/or Motomova to refrain from soliciting, initiating or entertaining offers from, negotiate with, or in any manner encourage,\ndiscuss, accept or consider any proposal from any other person relating to the acquisition or purchase of MEA, its assets, technology,\nbusiness or shares, in whole or in part, in any manner.\n\n \n\nThe above description of the SPA does not purport\nto be complete and is qualified in its entirety by reference to the copy of the SPA attached hereto as Exhibit 10.1.\n\n \n\n1"}