BiomX Inc. 8-K

What Happened

• BiomX Inc. announced the resignations of directors Jonathan Leff (effective Feb 9, 2026) and Jesse Goodman (effective Feb 11, 2026), each citing personal reasons and stating no disagreements with the company on operations, policies or practices.
• On Feb 13, 2026, the Board appointed Liat Bidas as a Class II Director to fill one vacancy, with a term expiring at the company’s 2028 annual meeting.

Key Details

• Resignations: Jonathan Leff (Feb 9, 2026) and Jesse Goodman (Feb 11, 2026); both effective immediately.
• Appointment: Liat Bidas appointed Feb 13, 2026; Class II Director term through the 2028 annual meeting.
• Background: Ms. Bidas is Managing Partner at UpStream Capital Group (since 2014), director of BioView (since 2022), and has prior roles in investment banking and corporate boards.
• Governance/Compensation: Board determined Ms. Bidas is independent under NYSE American rules; she will receive the Company’s standard, prorated director cash fees and enter an indemnification agreement on the same terms as other directors. No related-party transactions requiring disclosure were reported.

Why It Matters

• Board composition and independence are important governance signals for investors; the appointment fills a vacancy and the Board affirms independence and routine director compensation.
• The resignations were described as personal with no disputes reported, reducing immediate governance risk tied to conflicts.
• No financial terms for the resignations/appointment were disclosed; shareholders should monitor further board changes or governance disclosures that could affect oversight or strategy.