UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): July 10, 2026

Date of Report (Date of earliest event reported): July 1, 2026

BIOMX INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38762	82-3364020
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

850 New Burton Road, Suite 201~~, Dover, DE 19904~~

~~(Address~~Dover, ofDelaware ~~principal executive offices)~~19904

~~972~~(Address 52of ~~437~~principal ~~4900~~executive offices, including zip code)

(972) 52-437-4900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		PHGE		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 48.01. ~~Changes~~Other ~~in Registrant’s Certifying Accountant~~Events.

~~(a) Dismissal of Independent Registered Public Accounting Firm.~~Background

OnAs ~~July~~previously 1disclosed, ~~2026,~~on ~~the~~April ~~Audit~~13, ~~Committee~~2026, BiomX Inc. (the “~~Audit Committee~~Company”) ofcompleted the ~~Board~~acquisition of ~~Directors~~a ~~(the~~60% ~~“Board”)~~interest ofin ~~BiomX~~Dr. ~~Inc~~Frucht Systems Ltd. from Mandragola Ltd. (the “~~Company~~Acquisition”) ~~determined, and the Board~~ ~~subsequently ratified~~ and ~~confirmed~~, toin ~~dismiss~~connection ~~Kesselman~~with &the ~~Kesselman~~Acquisition, ~~Certified~~the ~~Public~~Company ~~Accountants~~and ~~(Isr~~Mandragola Ltd.), ~~a member firm of PricewaterhouseCoopers International Limited~~ (“~~PwC~~Mandragola”), assubsequently ~~the~~entered ~~Company’s~~into ~~independent~~a ~~registered~~revolving line ~~public~~of ~~accounting~~credit ~~firm. The dismissal~~ of ~~PwC became~~up ~~effective~~to ~~automatically upon~~$2, ~~and simultaneously with~~000,000 (the ~~effectiveness~~“Line of ~~the engagement of Barzily & Co., Certified Public Accountants (Isr.) (“Barzily~~Credit”), ~~described under Item 4.01(b) below~~and, ~~which~~together ~~occurred~~with onthe ~~July 1~~Acquisition, ~~2026 (such date,~~ the “~~Dismissal Date~~Related Transactions”).

~~The~~On ~~reports~~June of2, ~~PwC~~2026, onthe Company issued 1,013,637 restricted shares of the Company’s ~~consolidated financial~~common ~~statements~~stock ~~for~~(the ~~each~~“Conversion Shares”) to three assignees of Mandragola Ltd. upon the ~~fiscal~~partial ~~years~~conversion ~~ended~~of ~~December~~a ~~31,~~convertible ~~2024~~promissory ~~and~~note ~~December~~issued ~~31,~~under ~~2025~~the ~~did~~Line ~~not~~of ~~contain~~Credit anin ~~adverse~~principal ~~opinion~~amount orof $379,000 extended by Mandragola. aThe ~~disclaimer~~Line of ~~opinion,~~Credit and ~~were~~the ~~not~~securities ~~qualified~~issued orin ~~modified~~connection aswith toit ~~audit~~were ~~scope~~described orin ~~accounting~~the ~~principles,~~Company’s ~~except~~Current ~~that~~Report ~~each~~on ~~such~~Form ~~report~~8-K ~~included~~filed anwith ~~explanatory~~the ~~paragraph~~Securities ~~expressing~~and ~~substantial~~Exchange ~~doubt~~Commission ~~as to~~ (the ~~Company’s~~“SEC”) ~~ability~~on toJune ~~continue~~5, as2026 a(the ~~going~~“June ~~concern~~5 8-K”).

~~The~~NYSE ~~decision~~American toLLC ~~dismiss~~(the ~~PwC~~“Exchange”) has ~~was~~advised ~~recommended~~the Company that it considers the Acquisition and the Line of Credit to be related transactions that are aggregated for purposes ~~approved~~of bySection 712 of the ~~Audit~~NYSE ~~Committee~~American ~~and~~Company ~~was~~Guide. ~~ratified~~Section ~~and~~712 ~~approved~~requires bystockholder approval prior to the ~~Board~~issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of the stock or assets of another company where the common stock to be issued equals 20% or more of the shares of common stock outstanding before the issuance.

~~During~~Cancelation the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2025, and the subsequent interim period through the Dismissal Date, there were no disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PwC’s satisfaction, would have caused PwC to make reference to the subject matter of the disagreement in connection with its reports.Shares

~~During~~To regain compliance with Section 712, the Company’s and ~~two~~the ~~most~~holders ~~recent~~of ~~fiscal years~~the ~~ended~~Conversion ~~December~~Shares ~~31,~~have ~~2024~~agreed ~~and~~to ~~December~~cancel ~~31,~~all ~~2025~~1,013,637 ~~and~~Conversion Shares pending the ~~subsequent~~obtaining ~~interim~~of ~~period~~the ~~through~~requisite shareholder approval. The cancelation of the ~~Dismissal~~of ~~Date~~the Conversion Shares was completed on July 10, ~~there~~2026 ~~were~~and nothe ~~“reportable~~Conversion Shares have been ~~events”~~returned asto ~~defined~~the inCompany’s ~~Item~~treasury ~~304(a)(1)(v)~~and ofare ~~Regulation~~no ~~S-K~~longer issued and outstanding.

The Company ~~has~~intends ~~provided~~to ~~PwC~~seek ~~with~~stockholder ~~a copy~~ approval of the ~~disclosures~~ ~~set~~issuances ~~forth~~ in ~~this~~the ~~Item~~Related ~~4.01(a)~~Transactions ~~and~~under ~~has~~Section ~~requested~~712 ~~that~~of ~~PwC~~the ~~furnish~~NYSE ~~the~~American Company ~~with~~Guide at a ~~letter~~meeting ~~addressed~~of toits ~~the~~stockholders. ~~Securities and~~There ~~Exchange~~can ~~Commission~~be ~~(the~~no ~~“SEC”)~~assurance ~~stating~~that ~~whether PwC agrees with~~ the ~~statements made herein and, if not, stating the respects in which it does not agree. The~~ Company will ~~file~~obtain such ~~letter as Exhibit 16~~approval.~~1 to an amendment to this Current Report on Form 8-K within two business days of the Company’s receipt thereof.~~

~~(b)~~Forward-Looking ~~Engagement of New Independent Registered Public Accounting Firm.~~Statements

OnThis ~~July~~Current 1,Report ~~2026,~~on Form 8-K contains “forward-looking statements” within the ~~Audit~~meaning ~~Committee~~of ~~approved,~~the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E of the ~~Board~~Securities ~~ratified~~Exchange ~~and~~Act ~~confirmed~~of 1934, as amended, including statements regarding the ~~engagement~~cancellation of ~~Barzily~~the asConversion Shares, the Company’s ~~new~~intention ~~independent~~to ~~registered~~seek ~~public~~stockholder ~~accounting~~approval ~~firm for~~of the ~~fiscal~~issuances ~~year~~in ~~ending~~the ~~December~~Related ~~31,~~Transactions ~~2026~~under Section 712 of the NYSE American Company Guide, ~~effective~~the astiming of ~~July~~any 1meeting of stockholders, ~~2026.~~and ~~Barzily~~the Company’s ~~engagement~~ability isto ~~memorialized~~regain inand anmaintain ~~engagement~~compliance ~~letter~~with ~~dated~~the ~~June~~continued 16listing standards of NYSE American. These statements are based on the Company’s current expectations and are subject to risks and uncertainties, ~~2026~~many of which are beyond the Company’s control, ~~executed~~that bycould cause actual results to differ materially, including the ~~Chairperson~~risk ofthat the ~~Audit~~required ~~Committee~~stockholder approval may not be obtained on ~~behalf~~the anticipated timeline or at all, the risk that the Exchange may take further action with respect to the listing of the Company’s oncommon ~~July~~stock, 1and the other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statement, ~~2026~~whether as a result of new information, future events or otherwise, except as required by law.

~~During~~Item ~~the~~9.01. ~~Company’s~~Financial ~~two~~Statements ~~most recent fiscal years ended December 31, 2024~~ and December 31, 2025, and the subsequent interim period prior to Barzily’s engagement, neither the Company nor anyone on its behalf consulted with Barzily regarding either (i) the application of accounting principles to a specified completed or proposed transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Barzily that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-KExhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
16.1		Letter from Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, to the Securities and Exchange Commission.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1SIGNATURE

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant~~BiomX ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Inc..

	BIOMX INC
	Date: July 2, 2026
	By:	/s/ Michael Oster
	Name:	Michael Oster
	Title:	Chief Executive Officer

Date: July 10, 2026

2By: /s/ Michael Oster Name: Michael Oster Title: Chief Executive Officer

Filing Compare · BiomX Inc.