HLSQ 8-K
Tessera Defense & Homeland Security Inc. (HLSQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Warrant
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 29, 2025 (the “Prior 8-K”), on December 26, 2025, BiomX Inc. (the “Company”) entered into a Securities Purchase Agreement, with an investor (the “Investor”), pursuant to which the Company agreed to issue and sell in a private placement, up to 3,300 shares of the Company’s Series Y Convertible Preferred Stock, par value $0.0001 per share, and a warrant (the “Warrant”) to purchase up to 3,300,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an initial exercise price of $2.00 per share, which expires five years from the date of issuance.
On March 13, 2026, the Company and the Investor entered into an amendment to the Warrant (the “Warrant Amendment”), pursuant to which, the Investor and the Company agreed to (i) amend the term of the Warrant, such that the Warrant will expire on December 31, 2026, (ii) reduce the exercise price of the Warrant from $2.00 to $1.00 per share, and (iii) revise the method of determining the number of shares of Common Stock issuable upon a cashless exercise of the Warrant such that the number of shares of Common Stock issuable upon cashless exercise will be determined by reference, where applicable, to the lowest VWAP on the five (5) trading days immediately preceding the date on which the notice of exercise is submitted to the Company, rather than the VWAP on the day immediately preceding the date on which the notice of exercise is submitted. No proportional adjustment to the number of shares of Common Stock issuable upon exercise of the Warrants was made as a result of the Warrant Amendment.
The descriptions of the terms of the Warrant contained in Item 1.01 of the Prior 8-K are incorporated herein by reference. In addition, the foregoing summary of the Warrant Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the Warrant Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On March 19, 2026, the Company issued a press release relating to the Warrant Amendment and general business updates. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 4.1 | Amendment to Warrant. | |
| 99.1 | Press release dated March 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: March 19, 2026 | By: | /s/ Michael Oster |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
2
Exhibit 4.1
Amendment to Warrant
Reference is made to the form of warrants issued in connection with the Securities Purchase Agreement between BiomX Inc. (the “Company” and Pyu Pyu Capital LLC (the “Investor”) dated as of December 26, 2025 for a private placement transaction of an aggregate of 3,300 shares of the Company’s newly created Series Y Convertible Preferred Stock, par value $0.0001 per share, wherein the Company issued warrant (the “Warrants”) to purchase shares of the Company’s common stock with an exercise period of five (5) years and at an initial exercise price of $2.00. The Form of Warrant is attached as as Exhibit 4.2 to the Company current report on Form 8-K filed on December 28, 2025.
Effective March 13, 2026, the Warrant is amended as follows (all capitalized terms not otherwise defined shall have the meanings attached to such terms in the Warrant).
| 1. | The Termination Date is hereby amended to December 26, 2026. |
| 2. | The Exercise Price specified inn Section 2(b) shall be reduced to $1.00 |
| 3. | The determination of A in Section 2 ( c) shall be rewritten in its entirety to read as follows |
| “(A) | = | as applicable: (i) the lowest VWAP on the five (5) Trading Days immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the lowest VWAP on the five (5) Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the lowest VWAP on the the five (5) Trading Days preceding the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;” |
| 4. | All references to the Warrants shall include and refer to this amendment to Warrants (the “Amendment to Warrant”) |
| 5. | Except as herein amended, all other terms and conditions in the Warrant shall continue in full force and effect. |
IN WITNESS WHEREOF, the Company has caused this Amendment to Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| BiomX Inc. | |||
| By: | /s/ Michael Oster | ||
| Name: | Michael Oster | ||
| Title: | CEO | ||
Agreed to as of March 13, 2026
PYU PYU CAPITAL, LLC
| By: | /s/ Rueven Yeganeh | |
| Name: | Rueven Yeganeh | |
| Title: | Manager |
Exhibit 99.1
BiomX CEO Issues Letter to Stockholders
CEO Letter to Stockholders highlights the Company’s strategic and financial reset designed to strengthen BiomX in the near term and unlock future growth opportunities
Dover, DE - March 19, 2026 - BiomX Inc. (NYSE American: PHGE), today released the following letter from its Chief Executive Officer to stockholders.
Dear Stockholders,
Over the past several weeks, BiomX has taken decisive steps to reshape its leadership, priorities, and financial structure. Leadership has evolved, strategic priorities have been sharpened, and we are taking concrete steps intended to improve the Company’s financial and operational structure. These changes have not been easy, but they are necessary to put BiomX on a stronger and more disciplined path forward.
Our goal is clear: to stabilize the Company’s financial footing, simplify our capital structure, and position BiomX to pursue strategic opportunities with greater focus and discipline.
One such change relates to the warrants issued in connection with the recent investment completed in December 2025. These warrants were originally structured with a five-year term. Following consideration, the Board, in agreement with the warrant holders, determined to amend the warrant structure so that the warrants will have a one-year exercise period with an adjusted exercise price of $1.00 per share.
The details of this amendment are described in the Form 8-K filed on March 19, 2026. In practical terms, this change significantly shortens the timeline associated with these warrants. Long-dated warrants can create an overhang that may complicate how public investors evaluate the Company. By shortening the period to one year, BiomX is working towards the resolution of this overhang. The shorter duration also reduces the theoretical value of these warrants, as commonly measured by option pricing models.
We believe this step aligns the interests of the Company and our investors while supporting a more efficient financial structure, strengthening BiomX’s financial profile.
Looking ahead, we are focused on simplifying our capital structure and strengthening our financial foundation to support future growth. These actions are intended to enhance our flexibility to access capital as we pursue the right opportunities. As part of this process, we are actively evaluating opportunities to reposition the Company toward sectors benefiting from strong global demand for advanced technologies, including defense-related applications.
Along with reducing non-essential costs and having a more rigorous spending discipline, we believe this better positions BiomX to execute on its long-term strategy. These actions include, for example, finalizing expenses related to the closure of our Maryland facility and other measures aimed at reducing the Company’s overhead.
In parallel, we have increased our engagement with the capital markets and are actively engaging with investment banks and institutional investors, In addition, we are evaluating strategies, broader opportunities, and potential targets to reposition the Company. BiomX is also consulting with Wall Street and business advisors to support such growth.
Our new leadership team brings experience across financial markets, corporate strategy, and public-Company management, including managing large public companies in the energy and defense sectors. We are focused on operating BiomX with strong financial discipline and responsible capital allocation.
We believe the steps we are taking support a more flexible and disciplined path forward while positioning BiomX to create long-term value for stakeholders.
I would like to thank our employees for their continued dedication and our stockholders for their patience and support during this period of transition. We remain committed to doing the work necessary to move BiomX forward on a stronger and more sustainable path.
Sincerely,
MichaelOster
CEO
BiomX Inc.
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Forward-Looking Statements
This press release contains express or implied “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, such as statements regarding the expected benefits of the Company’s new leadership and future growth strategy. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on BiomX management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of BiomX’s control. These risks and uncertainties include, but are not limited to, changes in applicable laws or regulations; the possibility that BiomX may be adversely affected by other economic, business, and/or competitive factors; competition; uncertainties as to the sufficiency of BiomX’s cash resources to fund its planned activities for the periods anticipated and BiomX’s ability to manage unplanned cash requirements; and general economic and market conditions. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in BiomX’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026, and additional disclosures BiomX makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and except as provided by law, BiomX expressly disclaims any obligation or undertaking to update forward-looking statements.
BiomX Contact:
Yair Ohayon,