BiomX Inc. Announces Shareholder Approval for Significant Equity Issuance at Special Meeting

Key Points:

• BiomX Inc. (NYSE American: PHGE) filed a Form 8-K to report the results of a Special Meeting of Stockholders held on March 11, 2026.
• Shareholders approved a proposal authorizing the issuance of shares of Common Stock underlying Series Y convertible preferred stock and accompanying warrants, exceeding 19.99% of the existing Common Stock outstanding prior to the transaction.
• The equity issuance is directly tied to a Securities Purchase Agreement dated December 26, 2025, as well as an engagement letter with H.C. Wainwright & Co., LLC, the placement agent for the offering.
• This approval allows for potential dilution, which is material and may be price sensitive for existing and prospective shareholders.

Details of the Shareholder Vote

BiomX Inc. convened a Special Meeting of Stockholders, at which all distributed shares were present either in person or by proxy. Notably, there were no broker non-votes due to the non-routine nature of all proposals presented at the meeting. The principal matter put to vote was designed to comply with Section 713(a) of the NYSE American LLC Company Guide, which restricts issuances exceeding 19.99% of a company’s outstanding common stock without shareholder approval.

Material Proposal Approved

The approved proposal authorizes the Company to issue:

• Shares of BiomX’s Common Stock underlying:
  • (A) Series Y convertible preferred stock, par value \$0.0001 per share
  • (B) Warrants to purchase Common Stock
• These equity instruments were or will be issued under:
  • A Securities Purchase Agreement dated December 26, 2025, between BiomX and certain investors
  • An engagement letter dated November 26, 2025, with H.C. Wainwright & Co., LLC, serving as the non-exclusive placement agent
• The proposal covers shares issuable for dividend payments on preferred stock and for adjustments to conversion or exercise prices, potentially increasing dilution.
• This transaction enables issuance in an amount exceeding 19.99% of the company’s pre-transaction outstanding shares, which can have a significant impact on existing share values.

Implications for Shareholders and Share Price

This authorized share issuance is a major development for BiomX investors:

• Dilution Risk: The approval paves the way for a substantial increase in the number of outstanding shares, which may dilute the value of existing holdings.
• Strategic Capital Raise: Proceeds from the issuance may be used to fund operations, strategic initiatives, or further research and development, potentially supporting long-term growth but increasing short-term volatility.
• Stock Volatility: Such equity events, particularly when involving convertible preferred stock and warrants, often trigger notable share price movements as market participants price in both the benefits of new capital and the risks of dilution.
• Regulatory Compliance: The process aligns with NYSE American regulations, ensuring continued exchange listing compliance—a positive from a regulatory perspective.

Other Notable Disclosures

• The company confirmed that it is not an emerging growth company under Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
• There were no written communications, soliciting materials, or pre-commencement tender offers related to this filing.
• The only class of security registered under Section 12(b) is the company’s Common Stock, trading under the symbol PHGE on the NYSE American exchange.
• This filing was duly signed by Chief Executive Officer Michael Oster on March 11, 2026.

Investor Takeaway

The approval of this proposal is potentially price sensitive and represents a key development for BiomX Inc. Going forward, investors should closely monitor further details regarding the actual issuance, including pricing, investor participation, and the company’s intended use of proceeds. The increase in authorized shares raises the risk of dilution but could also provide critical funding for the company’s future plans.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult with a qualified financial advisor before making investment decisions. The information contained herein is based on filings made by BiomX Inc. as of March 11, 2026, and may be subject to further updates.

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