BiomX Inc. Files Amendment No. 1 to Annual Report for Fiscal Year Ended December 31, 2025

Key Points Investors Need to Know

• Amendment Purpose: BiomX Inc. filed Amendment No. 1 (“Amendment”) to its Form 10-K for the fiscal year ended December 31, 2025. This amendment provides information required by Items 10-14 of Part III of Form 10-K, which were originally omitted in reliance on General Instruction G(3), pending the later filing of a proxy statement. The amendment also includes updated certifications and share information.
• Company Overview: BiomX Inc. (“BiomX” or the “Company”) is listed on the NYSE American under the trading symbol PHGE. As of April 30, 2026, the company had 10,111,516 shares of common stock outstanding.
• Filing Status: BiomX is a non-accelerated filer and a smaller reporting company, but not an emerging growth company. The company is in full compliance with the filing requirements, with all reports and Interactive Data Files submitted timely.
• Explanatory Note: The amendment adds the required Part III information that was previously omitted and updates the cover page with current share count and removes reference to the proxy statement. No other substantive changes have been made to the original filing.

Important Details and Potentially Price-Sensitive Information

1. Executive Compensation and Leadership

• Executive Officers: Michael Oster (Principal Executive Officer) and David Rokach (Chief Financial Officer and Principal Financial/Accounting Officer) signed the filings.
• Recent Appointment: David Rokach was appointed Chief Financial Officer in February 2026 at the age of 58.
• Compensation: The Summary Compensation Table shows that, for 2025, Jonathan Solomon (previous CEO) and David Rokach (CFO) received \$249,102 and — (no figure given) respectively in salary and no stock or option awards for the year. This suggests tight cash and/or incentive discipline at the executive level, which may interest investors focused on cost controls or management alignment with shareholders.

2. Corporate Governance and Board Structure

• Committees: The Audit Committee is led by Liat Bidas (Chairperson), who is designated an “audit committee financial expert.” The Compensation Committee and the Nominating and Corporate Governance Committee are comprised of independent directors.
• Insider Trading Policy: BiomX has adopted robust insider trading policies and procedures, with the policy filed as Exhibit 19.1 to the amendment. This demonstrates a focus on compliance and good governance, which may improve investor confidence.
• Related Party Transactions: All transactions with officers, directors, and principal stockholders must be approved by the Audit Committee or independent Board members and must be on terms no less favorable than those from unaffiliated third parties. A written Related Person Transaction Policy is in place.

3. Equity and Ownership Structure

• Major Shareholders:
  • Water IO Ltd. holds 1,300,000 shares (12.86% of outstanding common stock).
  • Mandragola Ltd. holds 923,000 shares (9.13%).
  • All directors and executive officers as a group hold 20,000 shares (less than 1%).
• Notable Change: Pyu Pyu Capital, previously associated with director Reuven Yeganeh, no longer holds any shares or voting securities as of April 30, 2026, following the exercise and assignment of warrants.
• Equity Compensation Plan: There are 142,619 securities to be issued upon exercise of outstanding options, at a weighted average exercise price of \$4.20, with 440,095 securities remaining available for future issuance under shareholder-approved plans. No unapproved plans exist.

4. Audit and Fees

• Auditor: Kesselman & Kesselman (PricewaterhouseCoopers Israel) continues as the independent auditor.
• Audit Fees: For 2025, audit fees totaled \$190,000, with audit-related fees of \$158,462 and tax fees of \$7,190. Investors may infer stable auditor relationships and predictable annual costs.

5. Other Noteworthy Disclosures

• Compliance with Section 16(a): All directors, officers, and 10% stockholders made required ownership filings during 2025.
• Clawback Policy: A clawback policy is in place, filed as Exhibit 97.1, showing compliance with new SEC compensation recovery rules.
• No Restatements or Error Corrections: The financial statements do not reflect corrections or restatements, and no incentive compensation recovery was triggered.
• No Sarbanes-Oxley 404(b) Audit Attestation: As a non-accelerated filer, the company is not required to provide auditor attestation of internal controls.

Potential Price Sensitive Issues for Shareholders

• Leadership Transitions: Appointment of a new CFO (David Rokach) could signal operational or strategic changes. Investors may wish to monitor future filings for any strategic shifts or financial updates tied to new leadership.
• Low Insider Ownership: Directors and executives as a group own less than 1% of shares, which some shareholders may view as a governance risk or potential misalignment of interests.
• Major Shareholder Concentration: Two shareholders together control over 20% of the company, which may affect voting outcomes or strategic direction.
• Potential for Equity Dilution: The presence of outstanding options and remaining shares available under the equity compensation plan could lead to dilution if exercised.
• Robust Governance and Compliance: The company’s adoption of insider trading, clawback, and related party transaction policies may reduce regulatory risk and support investor confidence, potentially enhancing share value stability.

Summary

BiomX Inc.’s Amendment No. 1 to its 2025 Annual Report primarily updates Part III disclosures, provides greater transparency on executive compensation, board governance, equity ownership, and related party transactions, and affirms the company’s compliance with SEC and NYSE American requirements. The filing reflects strong governance practices and stable auditor relationships but also highlights low insider ownership and major shareholder concentration, which investors should monitor for potential impacts on control and future corporate actions.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are advised to conduct their own due diligence and consult with their financial advisors before making investment decisions. The information presented is based on the company’s publicly filed SEC documents as of April 30, 2026, and may be subject to change.

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