BiomX Inc. Approves Reverse Split and Share Issuance

What Happened

• BiomX Inc. (PHGE) held a virtual Special Meeting of Stockholders on August 25, 2026 (record date August 10, 2026). There were 26,559,607 shares outstanding and 9,813,430 shares (≈36.9%) were represented, constituting a quorum.
• Stockholders approved three key items: (1) an issuance of shares (and convertible/exercisable securities) to Mandragola Ltd. in connection with the Company’s acquisition of controlling interests in Dr. Frucht Systems Ltd., including amounts tied to a Line of Credit and potential Revenue Bonus (vote: 9,313,228 for; 429,645 against; 70,557 abstain); (2) an amendment to authorize one or more reverse stock splits at a ratio between 1-for-5 and 1-for-20, to be chosen by the Board within one year, with authorized common shares reduced from 750,000,000 to 150,000,000 if a split is implemented (vote: 9,293,937 for; 453,526 against; 65,967 abstain); and (3) ratification of Barzily & Co. as the independent registered public accounting firm for fiscal 2026 (vote: 9,575,900 for; 176,487 against; 61,043 abstain). An adjournment proposal was also approved but not needed.

Key Details

• Record date: August 10, 2026; Special Meeting date: August 25, 2026.
• Shares outstanding: 26,559,607; shares represented: 9,813,430 (≈36.9%).
• Issuance vote: 9,313,228 for / 429,645 against / 70,557 abstain.
• Reverse split range approved: 1-for-5 up to 1-for-20; if implemented, authorized common shares reduced to 150,000,000.
• Auditor ratified: Barzily & Co. for fiscal year ending December 31, 2026.

Why It Matters

• The approved issuance to Mandragola Ltd. is tied to BiomX’s acquisition of Dr. Frucht Systems Ltd., which may involve issuing new shares or convertible securities and can affect outstanding share count and shareholder ownership percentages.
• The approved reverse split authority (1-for-5 to 1-for-20) gives the Board flexibility to consolidate shares — a move that can change per-share market price and float but does not by itself change a holder’s percentage ownership until implemented.
• Ratifying the auditor provides continuity for the Company’s financial reporting for 2026.
• Because these proposals were approved by stockholders, the Board now has the authority to proceed with the authorized actions (including choosing whether and when to implement a reverse split).