BiomX Signs LoI To Acquire 60% Controlling Interest In Tsoock Defense Technologies For $10.4M

Tsoock Defense Technologies is an Israeli security infrastructure and systems integration company with approximately 20 years of operating experience. The LOI is non-binding with respect to the proposed transaction terms, and there can be no assurance that definitive agreements will be executed or that the transaction will be completed.

Tsoock serves as an execution and systems-integration contractor for leading Israeli system integrators, supporting projects for defense-related, government, industrial and critical-infrastructure environments. The company provides installation, commissioning and maintenance of integrated security, safety and communications systems, including CCTV and video surveillance, access control, intrusion detection, fire detection, building-control systems, electrical and communications cabling, command-and-control rooms and solar infrastructure.

If completed, the proposed acquisition is expected to add a secure-site execution and systems integration layer to BiomX's growing defense, security, critical-infrastructure and first-response portfolio. BiomX believes Tsoock's capabilities could strengthen its ability to bring detection, identification, command-and-control and response technologies from portfolio-level strategy into real-world operational environments.

Under the non-binding letter of intent, BiomX Israel Defense and Security Ltd. would acquire 60% of Tsoock for contemplated total consideration of $10.4 million, subject to completion of due diligence, negotiation and execution of definitive agreements, adequate financing, customary closing conditions and required regulatory and third-party approvals, including any applicable requirements of, or approvals from, the U.S. Securities and Exchange Commission and NYSE American. If completed, the contemplated consideration includes an initial payment of $300,000, with the remaining $10.1 million expected to be payable in four quarterly installments over 12 months. The non-binding letter of intent also contemplates an option for BiomX to acquire the remaining 40% of Tsoock for $9.2 million during a 36-month period following the closing of the proposed transaction. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed on the contemplated terms, timeline or at all.

As security environments become more connected, sensitive sites increasingly require more than standalone software, cameras or individual sensors. Military facilities, government sites, transportation networks, industrial assets, solar farms, energy sites and other critical infrastructure environments need integrated systems that connect cameras, access control, fire detection, intrusion alerts, building-control systems, electrical infrastructure and command-and-control platforms into a more unified operational picture.

BiomX believes Tsoock's capabilities could help bridge the gap between AI-driven security intelligence and real-world implementation in sensitive and mission-critical environments. By adding secure-site integration and infrastructure capabilities, BiomX believes it may be able to support broader deployment of its detection, identification, command-and-control and response technologies across defense, security, critical infrastructure and first-response markets.

Tsoock is an operating company with demonstrated recent growth. According to its financial statements, Tsoock generated approximately NIS 13.1 million in revenues in 2025, compared with approximately NIS 7.7 million in 2024, representing year-over-year revenue growth of approximately 70%. Tsoock also reported net profit of approximately NIS 625 thousand in 2025, compared with a net loss of approximately NIS 1.8 million in 2024.

If completed, the proposed acquisition is expected to complement BiomX's existing portfolio companies, including Zorronet and DFSL. Zorronet is BiomX's AI-powered command-and-control platform, designed to connect cameras, sensors, drones, field personnel and other systems into a unified operating environment. DFSL develops LADAR-based detection and physical security technologies designed to support high-precision threat detection in demanding environments. Tsoock would bring the field capability to install, integrate and maintain the cameras, sensors, safety and security systems, and electrical and communications infrastructure that BiomX's detection and command-and-control technologies depend on in operational environments.