BiomX Inc. 8-K

What Happened

• BiomX Inc. (PHGE) held a special meeting of stockholders on March 11, 2026 (adjourned from Feb 25, 2026). Stockholders approved a proposal authorizing the issuance of shares of Common Stock (including shares underlying Series Y convertible preferred stock and warrants) in connection with a December 26, 2025 Securities Purchase Agreement and a November 26, 2025 engagement letter with H.C. Wainwright & Co., to an amount in excess of 19.99% of the Company’s outstanding Common Stock (for purposes of complying with Section 713(a) of the NYSE American LLC Company Guide).
• As of the record date (close of business Feb 3, 2026) there were 1,593,516 shares of Common Stock outstanding and entitled to 1,593,516 votes; all outstanding shares were present or represented by proxy at the meeting. There were no broker non‑votes because the proposals were non‑routine.

Key Details

• Record date: February 3, 2026; Special Meeting date: March 11, 2026 (adjourned from Feb 25, 2026).
• Shares outstanding (and votes): 1,593,516.
• Proposal 1 (authorize issuance >19.99%): For 528,511; Against 23,714; Abstain 4,753 — approved.
• Proposal 2 (authority to adjourn if needed): For 524,578; Against 31,778; Abstain 622 — approved; no adjournment was necessary.
• The authorization covers Common Stock issuable upon conversion of Series Y preferred, exercise of related warrants, dividends on the preferred, and any additional shares from voluntary adjustments to conversion/exercise prices.

Why It Matters

• This vote clears a key governance step needed for the Company to complete the financing contemplated by the December 26, 2025 Purchase Agreement and associated placement activities, and to comply with NYSE American Section 713(a) rules.
• Approving issuance in excess of 19.99% can dilute existing shareholders’ ownership; investors should note the magnitude (authorization >19.99%) and monitor subsequent filings for the actual number of shares issued, pricing, and terms of the financing.