BiomX Inc. Received NYSE American Notification Letter Regarding Stockholders' Equity Deficiency

BiomX (NYSE American: PHGE) received a March 25, 2026 notice that it does not meet NYSE American stockholders' equity minimums in Sections 1003(a)(i)-(iii).

Rhea-AI Summary

BiomX (NYSE American: PHGE) received a March 25, 2026 notice that it does not meet NYSE American stockholders' equity minimums in Sections 1003(a)(i)-(iii). The company must submit a compliance plan by April 24, 2026 to regain compliance by September 25, 2027.

The Notice does not affect current listing or trading and the company previously disclosed a going concern paragraph in its 2025 audited financial statements.

Positive

• Common stock continues trading on NYSE American under PHGE
• Compliance plan deadline set for April 24, 2026 gives time to act
• Compliance window extends until September 25, 2027 if Plan accepted
• Company may appeal any delisting determination under Company Guide rules

Negative

• Stockholders' equity deficiency relative to $2M / $4M / $6M thresholds in Sections 1003(a)(i)-(iii)
• Not eligible for Section 1003(a) exemptions, including the >$50M market cap exemption
• Going concern qualification disclosed in 2025 audited financial statements
• Risk of delisting if Plan not submitted/accepted or compliance not achieved by Sept 25, 2027

Argus Mar 30 session

-2.81% close to close Open Argus

Details

News Market Reaction – PHGE

On Mar 30, the first trading day after this news, PHGE closed 2.81% below the previous close.

Data tracked by StockTitan Argus for the Mar 30 session.

Key Figures

Equity threshold (2 yrs loss): $2.0 million Equity threshold (3 yrs loss): $4.0 million Equity threshold (5 yrs loss): $6.0 million +5 more

Equity threshold (2 yrs loss)

$2.0 million

Required stockholders’ equity under NYSE American Section 1003(a)(i)

Equity threshold (3 yrs loss)

$4.0 million

Required stockholders’ equity under NYSE American Section 1003(a)(ii)

Equity threshold (5 yrs loss)

$6.0 million

Required stockholders’ equity under NYSE American Section 1003(a)(iii)

Market cap exemption level

$50 million

Market capitalization threshold for certain NYSE American exemptions

Plan submission deadline

April 24, 2026

Date by which PHGE must submit compliance plan to NYSE American

Compliance deadline

September 25, 2027

Target date to regain NYSE American continued listing compliance

Registered resale shares

5,310,933 shares

Common shares registered on Form S-3, including dividend shares

Prior financing

$3.0 million

Gross proceeds from Series Y private placement disclosed in 10-K

Historical Context

5 past events · Latest: Mar 26

5 events

1. Mar 26

   Security unit launch

   24h Move

   -3.7%

   Announced Israeli security subsidiary funding 2026 operations with internal capital.

2. Mar 19

   CEO letter reset

   24h Move

   -1.2%

   Outlined strategic and financial reset, cost cuts, and capital structure changes.

3. Mar 09

   New CEO and CFO

   24h Move

   +9.0%

   Appointed Michael Oster and David Rokach to lead next growth phase.

4. Jan 27

   Trading activity note

   24h Move

   +69.5%

   Commented on unusual trading, stating no undisclosed material developments.

5. Dec 29

   Private placement

   24h Move

   +3.6%

   Announced $3.0M private placement to fund BX011 and strategic alternatives.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

going concern, stockholders’ equity, continued listing standards, NYSE American Company Guide, +4 more

8 terms

going concern financial

"the audit opinion contained a going concern qualification from the Company's independent"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

stockholders’ equity financial

"requiring a company to have stockholders’ equity of at least $2.0 million if it has"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

continued listing standards regulatory

"not in compliance with the NYSE American’s continued listing standards in Part 10"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

NYSE American Company Guide regulatory

"Section 1003(a)(iii) of the NYSE American Company Guide requiring a company"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

Form 10-K regulatory

"its annual report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

audit opinion regulatory

"the audit opinion contained a going concern qualification from the Company's"

An audit opinion is a professional accountant’s conclusion about whether a company’s financial statements are accurate and free of major errors, similar to a report card on the company’s books. Investors use it to judge how much they can trust reported revenue, profits and liabilities — a clean opinion boosts confidence like a healthy check-up, while a qualified or adverse opinion raises red flags about potential problems or undisclosed risks.

going concern qualification financial

"receipt of an audit opinion that contains a going concern qualification."

An auditor's warning in a company’s financial report that there is serious doubt the business can keep operating for the foreseeable future (usually the next 12 months). It matters to investors because it flags a higher risk of bankruptcy, asset losses or major restructuring—similar to a mechanic saying a car may not make it through the season—so shareholders and lenders may reassess value, lending terms or whether to stay invested.

delisting proceedings regulatory

"if the Plan is not accepted, NYSE American will commence delisting proceedings."

Delisting proceedings are the formal steps taken to remove a company’s shares from a stock exchange, either because the company chose to leave or failed to meet rules like minimum share price, reporting or solvency requirements. For investors this matters because removal usually cuts trading access and liquidity, can sharply lower the share price, and makes it harder to buy, sell or get transparent information — similar to a product being pulled off supermarket shelves.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Discloses “Going Concern” Explanatory Paragraph in Auditor’s Report

NETANYA, Israel, March 27, 2026 (GLOBE NEWSWIRE) -- BiomX Inc. (NYSE American: PHGE) (the “Company”) today announced that on March 25, 2026, the Company received a notice from the staff of NYSE American LLC (the “NYSE American”) that the Company was not in compliance with the NYSE American’s continued listing standards in Part 10, Section 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide (the “Company Guide”), requiring a company to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Notice also indicates that the Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million among other things).

In connection with its non-compliance with Section 1003(a)(i), Section 1003(a)(ii) and Section 1003(a)(iii), the Company must submit a plan (the “Plan”) to the NYSE American by April 24, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards by September 25, 2027. If the NYSE American determines to accept the Plan, the Company will be notified in writing and will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company does not submit a plan or if the Plan is not accepted, NYSE American will commence delisting proceedings. Furthermore, if the Plan is accepted but the Company is not in compliance with the continued listing standards by September 25, 2027, or if the Company does not make progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

The Notice has no immediate effect on the listing or trading of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and the Common Stock will continue to trade on the NYSE American under the symbol “PHGE.”

The Company’s receipt of the Notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. The Company’s management is reviewing its options to address the deficiencies and expects to submit a compliance plan on or before the deadline set by the NYSE American.

Additionally, as previously disclosed in its annual report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 19, 2026, the audit opinion contained a going concern qualification from the Company's independent registered public accounting firm. This announcement is being made solely to comply with the Company Guide Sections 401(h) and 610(b), which require separate disclosure of receipt of an audit opinion that contains a going concern qualification. This announcement does not represent any change or amendment to the Company's 2025 audited financial statements or to its 2025 Annual Report on Form 10-K.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Investor & Media Contact

Yair Ohayon

Yairo@biomx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BiomX (PHGE) receive from NYSE American on March 25, 2026?

The company received a Notice of non-compliance with NYSE American stockholders' equity standards. According to the company, the Notice cites Sections 1003(a)(i)-(iii) and requires a compliance Plan by April 24, 2026.

Will PHGE shares stop trading after the NYSE American notice?

No, trading continues on NYSE American under symbol PHGE with no immediate listing effect. According to the company, the Notice does not affect current listing or SEC reporting requirements.

What is BiomX's deadline to regain NYSE American compliance for PHGE?

BiomX must submit a Plan by April 24, 2026 and regain compliance by September 25, 2027 if the Plan is accepted. According to the company, failure could trigger delisting proceedings.

Does BiomX have any exemptions from the NYSE American equity requirements?

The company is currently not eligible for exemptions in Section 1003(a), including the market-cap exemption. According to the company, it does not qualify for the >$50 million market-cap exemption now.

How does the going concern disclosure affect PHGE shareholders?

The auditor's going concern paragraph signals material uncertainty about the company's ability to continue. According to the company, the going concern opinion was disclosed in its 2025 audited financial statements filed February 19, 2026.