BiomX Inc. 8-K

What Happened
BiomX Inc. (PHGE) announced on Dec. 26, 2025 that it entered a Securities Purchase Agreement to raise expected gross proceeds of $3.0 million through a private placement. The deal will issue 3,300 shares of newly created Series Y Convertible Preferred Stock (stated value $3.3 million) and warrants to buy up to 3,300,000 shares of common stock. The company expects the transactions to close on or about Dec. 30, 2025, subject to customary closing conditions, and filed a related Registration Rights Agreement and Certificate of Designations.

Key Details

• Private placement: 3,300 shares Series Y Preferred (stated value $1,000/share; aggregate $3.3M) and warrants equal to 200% of the common shares issuable on conversion (3,300,000 warrants). Expected gross proceeds: $3.0M (before fees/expenses).
• Conversion/exercise terms: initial conversion and warrant exercise price $2.00/share; warrants expire in 5 years. Conversion/exercise price may be reduced after shareholder approval under NYSE American rules. Beneficial ownership limitations (not to exceed 19.99%) apply prior to shareholder approval.
• Series Y economics: 15% per annum dividend on stated value, payable quarterly in cash or common stock at investor’s election; 1-year maturity; Series Y ranks senior to common and Series X Non‑Voting Convertible Preferred as to dividends and liquidation.
• Governance & fees: investor can add one board seat if it holds ≥9.99% and a second seat if ≥19.99% after shareholder approval. Placement agent H.C. Wainwright & Co. receives 7% cash fee, 1% management fee, $25,000 expense fee, plus warrants for up to 99,000 common shares (exercise price $2.50).

Why It Matters
This transaction provides BiomX with near‑term capital but introduces potential dilution: conversion of Series Y and full exercise of the warrants could add substantial common shares (up to 3.3M from investor warrants alone), and dividends may be paid in stock, increasing share count. The investor gains board representation tied to ownership thresholds. BiomX has committed to file a resale registration statement within 30 days of closing (and to seek effectiveness promptly), which would enable secondary sales of the issued shares and warrant‑issued shares once effective. Retail investors should note the timing (expected close Dec. 30, 2025), the dilutive mechanics (conversion price, warrant exercise, and dividend-in-kind option), and the required shareholder vote to remove pre-approval ownership limits under NYSE American rules.