BiomX Inc. 8-K

What Happened

• BiomX Inc. (PHGE) filed an 8-K reporting that it completed the cancellation on July 10, 2026 of 1,013,637 restricted conversion shares that had been issued June 2, 2026. Those shares were issued in connection with a convertible note under a revolving line of credit tied to the Company’s April 13, 2026 acquisition of a 60% interest in Dr. Frucht Systems Ltd. from Mandragola Ltd.
• The NYSE American informed BiomX that the acquisition and the $2,000,000 line of credit are related and must be aggregated under Section 712 of the NYSE American Company Guide, which requires shareholder approval when issued common stock (or securities convertible into common stock) equals 20% or more of outstanding shares prior to issuance. To regain compliance, the Conversion Shares were returned to the Company’s treasury pending a shareholder vote.

Key Details

• Acquisition date: April 13, 2026 — BiomX acquired a 60% interest in Dr. Frucht Systems Ltd.
• Line of credit: up to $2,000,000 provided by Mandragola Ltd.
• Convertible note: principal of $379,000 was partially converted, resulting in 1,013,637 restricted shares issued on June 2, 2026.
• Cancellation completed: July 10, 2026 — Conversion Shares returned to treasury; Company intends to seek shareholder approval under Section 712.

Why It Matters

• For investors, the filing addresses a listing-compliance issue with NYSE American rules: the Exchange views the acquisition and financing as aggregated transactions that trigger shareholder approval requirements. Cancelling the shares restores the shares to the treasury for now but does not guarantee eventual approval.
• If shareholders do not approve the issuances, the Company may face further Exchange action or need to pursue alternative remedies. BiomX’s filing notes there is no assurance the required approval will be obtained and includes standard forward-looking statement cautions.