BiomX Inc. 8-K

What Happened

• BiomX Inc. (PHGE) filed an 8‑K reporting the results of its virtual 2026 Annual Meeting of Stockholders held June 26, 2026. As of the June 2, 2026 record date, 11,160,153 shares of common stock were outstanding.
• The company reported that 4,518,349 shares (≈40.5% of outstanding) were represented at the meeting and the Inspector of Elections certified the following vote totals:
  • Director election: Ran Shaked (sole Class III nominee) was re-elected to serve until the 2029 Annual Meeting — For: 5,120,627; Withheld: 39,796; Broker non-votes: 0.
  • Equity plan amendment: Stockholders approved an amendment to the BiomX Inc. 2026 Equity Incentive Plan to increase the share reserve by 5,460,000 shares — new total reserved: 6,850,000 (from 1,390,000). Vote: For 4,351,470; Against 775,111; Abstain 33,842.
  • Adjournment proposal: Approved (For 4,462,767; Against 667,020; Abstain 30,636). Because Proposals 1 and 2 passed, no adjournment was necessary.

Key Details

• Outstanding shares (record date): 11,160,153.
• Shares represented at meeting: 4,518,349 (≈40.5% of outstanding).
• Director re-elected: Ran Shaked — For: 5,120,627; Withheld: 39,796.
• Equity plan increase: +5,460,000 shares, raising the plan reserve to 6,850,000 shares (from 1,390,000).

Why It Matters

• Board continuity: Re-election of Ran Shaked maintains current board composition and leadership continuity through the 2029 annual meeting.
• Shareholder-approved equity increase: The approved expansion of the 2026 Equity Incentive Plan gives the company more shares to grant for employee, director and consultant compensation — a potential tool to recruit and retain talent.
• Potential dilution: Increasing the plan reserve to 6.85M shares (from 1.39M) is a substantial change relative to the 11.16M shares outstanding as of the record date and could dilute existing holders if awards are issued; investors should watch future equity grant activity and related disclosures.