Water IO and T3 Defense report 20.4% stake in BiomX (PHGE)

Rhea-AI Filing Summary

BiomX Inc. received a significant new shareholder group disclosure, with Water IO Ltd., Star 26 Capital Inc., T3 Defense Inc. and Menachem Shalom reporting sizeable stakes in its common stock.

Water IO acquired 1,300,000 shares of BiomX common stock as part of a Stock Purchase Agreement under which BiomX bought 100% of Zorronet in exchange for those shares plus a non-convertible promissory note of $1,250,000. No cash was used by the reporting entities for this equity consideration.

Menachem Shalom, CEO and director of T3 Defense, holds 1,600,000 shares, or 20.4% of BiomX on a fully diluted basis, including 300,000 shares he owns directly. He personally purchased 100,000 shares at $5.00 per share and 200,000 shares at $6.00 per share from an affiliate of BiomX, using personal savings. Each of Water IO, Star 26 and T3 Defense reports beneficial ownership of 1,300,000 shares, or 16.57% of BiomX on a fully diluted basis, with shared voting and dispositive power over those shares.

Insights

Equity ownership & governance analyst

New investor group reports a concentrated 20.4% stake in BiomX via equity-for-acquisition and direct purchases.

The filing shows Water IO, Star 26, T3 Defense and Menachem Shalom as a coordinated holder group in BiomX. Water IO exchanged Zorronet’s equity for 1,300,000 BiomX shares plus a $1,250,000 non-convertible note under an April 2026 Stock Purchase Agreement.

On a fully diluted basis, each of Water IO, Star 26 and T3 Defense reports 16.57% beneficial ownership, while Menachem Shalom reports 20.4%, including 300,000 shares held directly. This concentration may increase this group’s influence over shareholder decisions, although actual impact will depend on broader ownership and future voting outcomes as disclosed in subsequent filings.

Key Figures

Water IO BiomX shares: 1,300,000 shares Menachem Shalom BiomX shares: 1,600,000 shares Zorronet stock consideration: 1,300,000 shares +3 more

6 metrics

Water IO BiomX shares 1,300,000 shares Beneficially owned; 16.57% on a fully-diluted basis

Menachem Shalom BiomX shares 1,600,000 shares Beneficially owned; 20.4% on a fully-diluted basis

Zorronet stock consideration 1,300,000 shares BiomX common stock issued to Water IO under SPA

Promissory note amount $1,250,000 Non-convertible note issued as part of Zorronet purchase price

Direct purchase at $5.00 100,000 shares at $5.00/share BiomX shares bought by Menachem Shalom from affiliate

Direct purchase at $6.00 200,000 shares at $6.00/share BiomX shares bought by Menachem Shalom from affiliate

Key Terms

beneficially owned, fully-diluted basis, Stock Purchase Agreement, non-convertible promissory note, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 1,300,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

fully-diluted basis financial

"Water IO 1,300,000 shares 16.57% on a fully-diluted basis"

Stock Purchase Agreement financial

"pursuant to a Stock Purchase Agreement dated April 10, 2026 (the "SPA")"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

non-convertible promissory note financial

"and a non-convertible promissory note in the principal amount of $1,250,000"

Schedule 13D regulatory

"filed on April 10, 2026 with the Securities and Exchange Commission with respect to the common stock"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Reporting Person regulatory

"Except as described in Item 3 above, the Reporting Person has not effected any transactions"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BiomX Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09090D509

(CUSIP Number)

Menachem Shalom
T3 Defense Inc., 575 Fifth Avenue, 14th Floor
New York, NY, 10017
212-791-4663

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Water IO Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.57 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Star 26 Capital Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.57 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

T3 Defense Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.57 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Menachem Shalom

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 300,000.00
8	Shared Voting Power 1,300,000.00
9	Sole Dispositive Power 300,000.00
10	Shared Dispositive Power 1,300,000.00

11

Aggregate amount beneficially owned by each reporting person

1,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: BiomX Inc.
(c)	Address of Issuer's Principal Executive Offices: 850 New Burton Road, Suite 201, Dover, DELAWARE , 19904.
Item 1 Comment: This Amendment No. 1 to the Statement on Schedule 13D filed on April 10, 2026 with the Securities and Exchange Commission with respect to the common stock, par value $0.0001 per share, of BiomX Inc., is being filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Except as amended and supplemented herein, the Schedule 13D, including the definitions of terms not otherwise defined herein, remains in full force and effect.
Item 2.	Identity and Background
(a)	Water IO Ltd. ("Water IO") Star 26 Capital Inc. ("Star 26") T3 Defense Inc. ("T3 Defense") Menachem Shalom
(b)	Water IO 3 Parkis Street, Science Park, Rehovot, Israel Star 26 575 Fifth Avenue, 14th floor, New York, New York 10017 T3 Defense 575 Fifth Avenue, 14th floor, New York, New York 10017 Menachem Shalom c/o T3 Defense, 575 Fifth Avenue, 14th Floor, New York, New York 10017
(c)	Water IO Israel, Water IO's principal business is the development and commercialization of smart water bottle technology and, through its former subsidiary Zorronet, AI-powered security solutions. Star 26 Nevada, Star 26 acquires and operates mission-critical defense businesses. T3 Defense Delaware, T3 Defense is a federated holding company focused on acquiring and operating mission-critical defense businesses. Menachem Shalom Israel, CEO and a director of T3 Defense
(d)	Water IO No. Star 26 No. T3 Defense Inc. No. Menachem Shalom No.
(e)	Water IO No. Star 26 No. T3 Defense No. Menachem Shalom No.
(f)	Water IO No. Star 26 No. T3 Defense No. Menachem Shalom No.
Item 3.	Source and Amount of Funds or Other Consideration
	The 1,300,000 shares of Common Stock reported herein were acquired by Water IO as consideration for the sale to the Issuer of 100% of the issued and outstanding share capital of Zorronet pursuant to a Stock Purchase Agreement dated April 10, 2026 (the "SPA"). Water IO received 1,300,000 shares of Common Stock and a non-convertible promissory note in the principal amount of $1,250,000 as the aggregate purchase price for the Zorronet shares. No cash was used by any Reporting Person to acquire the shares of Common Stock. The source of the consideration was the sale of Zorronet's equity interests. Mr. Shalom purchased 100,000 shares of Common Stock from an affiliate of the Issuer for $5.00 per share and 200,000 shares for $6.00 per share. The funds were from Mr. Shalom's personal savings.
Item 5.	Interest in Securities of the Issuer
(a)	Water IO 1,300,000 shares 16.57% on a fully-diluted basis Star 26 1,300,000 shares 16.57% on a fully-diluted basis T3 Defense 1,300,000 shares 16.57% on a fully-diluted basis Menachem Shalom 1,600,000 shares 20.4% on a fully-diluted basis
(b)	Water IO (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 16.57% (iii) Sole power to dispose or direct the disposition of: -0-. (iv) Shared power to dispose or direct the disposition of: 16.57% Star 26 (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 16.57% (iii) Sole power to dispose or direct the disposition of: -0-. (iv) Shared power to dispose or direct the disposition of: 16.57% T3 Defense (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 16.57% (iii) Sole power to dispose or direct the disposition of: -0-. (iv) Shared power to dispose or direct the disposition of: 16.57% Menachem Shalom (i) Sole power to vote or direct the vote: 300,000- (ii) Shared power to vote or direct the vote: 20.4% (iii) Sole power to dispose or direct the disposition of: 300,000 (iv) Shared power to dispose or direct the disposition of: 20.4%
(c)	Water IO Except as described in Item 3 above, the Reporting Person has not effected any transactions in shares of Common Stock during the past sixty (60) days Star 26 Except as described in Item 3 above, the Reporting Person has not effected any transactions in shares of Common Stock during the past sixty (60) days T3 Defense Except as described in Item 3 above, the Reporting Person has not effected any transactions in shares of Common Stock during the past sixty (60) days Menachem Shalom Except as described in Item 3 above, the Reporting Person has not effected any transactions in shares of Common Stock during the past sixty (60) days
(d)	Water IO Except as described herein, none of the Reporting Persons has effected any transactions in shares of Common Stock during the past sixty (60) days. Star 26 Except as described herein, none of the Reporting Persons has effected any transactions in shares of Common Stock during the past sixty (60) days. T3 Defense Except as described herein, none of the Reporting Persons has effected any transactions in shares of Common Stock during the past sixty (60) days. Menachem Shalom Except as described herein, none of the Reporting Persons has effected any transactions in shares of Common Stock during the past sixty (60) days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Water IO Ltd.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	04/14/2026

Star 26 Capital Inc.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	04/14/2026

T3 Defense Inc.

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom/Chief Executive Officer
Date:	04/14/2026

Menachem Shalom

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom
Date:	04/14/2026

FAQ

What stake in BiomX Inc. (PHGE) does Menachem Shalom report in this Schedule 13D/A amendment?

Menachem Shalom reports beneficial ownership of 1,600,000 BiomX shares, representing 20.4% of the company on a fully-diluted basis. This includes 300,000 shares held directly and 1,300,000 shares held through entities such as T3 Defense, Water IO and Star 26.

How did Water IO Ltd. acquire its BiomX Inc. (PHGE) shares according to the filing?

Water IO acquired 1,300,000 BiomX common shares as consideration for selling 100% of Zorronet’s share capital to BiomX under an April 10, 2026 Stock Purchase Agreement. BiomX also issued a non-convertible $1,250,000 promissory note as part of the aggregate purchase price.

What percentage of BiomX Inc. (PHGE) does each entity in the reporting group beneficially own?

Water IO, Star 26 Capital and T3 Defense each report beneficial ownership of 1,300,000 BiomX shares, or 16.57% of the company on a fully-diluted basis. Menachem Shalom reports a larger combined position of 1,600,000 shares, equal to 20.4% on a fully-diluted basis.

Did Menachem Shalom make any personal share purchases of BiomX Inc. (PHGE) stock?

Yes. Menachem Shalom purchased 100,000 BiomX common shares at $5.00 per share and 200,000 shares at $6.00 per share from an affiliate of the issuer. The filing states these purchases were funded from his personal savings, separate from the Zorronet share exchange.

Was cash used by Water IO, Star 26 or T3 Defense to acquire BiomX Inc. (PHGE) shares?

No cash was used by Water IO, Star 26 or T3 Defense to acquire their BiomX shares. Water IO received 1,300,000 shares and a $1,250,000 non-convertible promissory note as consideration for selling Zorronet’s equity to BiomX, with the consideration sourced from Zorronet’s shares.

What type of consideration did BiomX Inc. provide in the Zorronet acquisition referenced in the PHGE Schedule 13D/A?

BiomX provided a mix of equity and debt consideration for Zorronet. It issued 1,300,000 shares of common stock and a non-convertible promissory note with a principal amount of $1,250,000 to Water IO as the aggregate purchase price for 100% of Zorronet’s issued and outstanding share capital.