Amendment: SEC Form SCHEDULE 13D/A filed by T3 Defense Inc.
$DFNS
Professional Services
Consumer Discretionary
|
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
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).
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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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: |
| ||||||||
| 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.
|
|
|
|
|
|
|
|
|