Welcome to our dedicated page for Biomx SEC filings (Ticker: PHGE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The BiomX Inc. (PHGE) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, including Form 8-K current reports and other key documents filed with the U.S. Securities and Exchange Commission. These filings offer detailed information on BiomX’s clinical-stage phage therapy programs, corporate actions and financing arrangements, and they complement the company’s press releases for investors researching PHGE stock.
BiomX’s recent Form 8-K filings describe several material events. These include the initiation and terms of a private placement of Series Y Convertible Preferred Stock and related warrants, with details on dividend rights, conversion mechanics, exercise prices, registration rights and stockholder approval requirements. Other 8-Ks outline the authorization and implementation of a one-for-nineteen reverse stock split of the common stock listed on NYSE American under the symbol PHGE, along with proportional adjustments to equity awards, warrants and convertible preferred stock.
Filings also document significant developments in BiomX’s clinical and operational landscape. The company has reported an FDA clinical hold on the U.S. portion of its BX004 Phase 2b study, subsequent FDA follow-up questions on a third-party nebulizer device, and the eventual discontinuation of the BX004 Phase 2b trial after internal review and Data Monitoring Committee recommendations. Additional 8-Ks describe cost-cutting measures, workforce reductions, and the decision by the board of BiomX Ltd., an Israeli subsidiary, to approve and authorize the filing of an application to commence insolvency proceedings. Lease termination terms for Adaptive Phage Therapeutics, LLC, a wholly owned subsidiary, are also set out in detail.
Through this page, users can review how BiomX reports on its BX011 and BX211 phage programs for diabetic foot disease, its capital structure changes, and board and governance matters. Stock Titan enhances these filings with AI-powered summaries that highlight key terms, clinical implications and capital market impacts, helping readers quickly understand complex items such as preferred stock designations, warrant adjustments, clinical trial disclosures and strategic alternatives discussed in BiomX’s SEC reports.
BiomX Inc., through its wholly owned subsidiary Zorronet, entered into a framework supply agreement with Israel Railways to deploy AI-powered animal detection and deterrence alert stations across rail facilities in Israel. The initial 12-month agreement, extendable by Israel Railways for another 12 months, initially focuses on maintaining and upgrading 15 existing alert stations, with additional units ordered at Israel Railways’ discretion under a per‑station price schedule.
The Agreement builds on a large-scale pilot in which Israel Railways invested approximately NIS 800,000 (about $266,000) and achieved a 98% success rate in keeping large animals off tracks where the system was deployed. Israel Railways also holds an option to invest up to $1,000,000 for a 20% equity stake in Zorronet, which has not been exercised as of this report.
Deerfield-affiliated funds filed Amendment No. 5 to their Schedule 13D on BiomX Inc., updating reported ownership percentages after an increase in BiomX’s outstanding common shares. Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. each report beneficial ownership of 494,267 shares, or 5.64% of the common stock.
Deerfield Management Company, L.P. and James E. Flynn each report beneficial ownership of 989,056 shares, representing 9.99% of the outstanding common stock. These positions include common shares, shares issuable upon conversion of Series X Preferred Stock, and shares underlying currently exercisable warrants, all subject to a 9.99% Beneficial Ownership Limitation.
The filing notes no transactions in BiomX common stock by the reporting persons during the past 60 days and explains that the percentage change arises solely from changes in the number of BiomX shares outstanding.
BiomX Inc. received a significant new shareholder group disclosure, with Water IO Ltd., Star 26 Capital Inc., T3 Defense Inc. and Menachem Shalom reporting sizeable stakes in its common stock.
Water IO acquired 1,300,000 shares of BiomX common stock as part of a Stock Purchase Agreement under which BiomX bought 100% of Zorronet in exchange for those shares plus a non-convertible promissory note of $1,250,000. No cash was used by the reporting entities for this equity consideration.
Menachem Shalom, CEO and director of T3 Defense, holds 1,600,000 shares, or 20.4% of BiomX on a fully diluted basis, including 300,000 shares he owns directly. He personally purchased 100,000 shares at $5.00 per share and 200,000 shares at $6.00 per share from an affiliate of BiomX, using personal savings. Each of Water IO, Star 26 and T3 Defense reports beneficial ownership of 1,300,000 shares, or 16.57% of BiomX on a fully diluted basis, with shared voting and dispositive power over those shares.
BiomX Inc. entered into and closed a Stock Purchase & Assignment Agreement with Mandragola Ltd., exercising its option to acquire 100% of Mandragola’s holdings in DFSL, equal to 60% of DFSL’s voting equity on a fully diluted basis. As consideration, BiomX issued or agreed to issue 923,000 shares of common stock, a $3,000,000 unsecured convertible promissory note, and pre-funded and five-year warrants, with all share issuances and issuances upon conversion or exercise subject to stockholder approval under NYSE American rules. The securities were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b). BiomX also agreed to a revenue bonus equal to 5% of DFSL’s annual revenues in any fiscal year from 2027 in which DFSL records at least $25,000,000 in revenue, payable in restricted stock or cash. Mandragola agreed to provide a credit line on mutually agreed terms to support DFSL’s development and debt payments. DFSL becomes a majority-owned subsidiary, bringing proprietary LADAR-based detection systems for defense and critical infrastructure into BiomX’s portfolio.
BiomX Inc. held a special meeting of stockholders on April 10, 2026, where all proposals described in its March 25, 2026 proxy statement were approved. As of the March 23, 2026 record date, there were 6,543,516 shares of common stock outstanding and entitled to the same number of votes.
Holders representing 3,409,604 votes were present in person or by proxy. On the proposals presented, 3,395,917 votes were cast for, 5,009 against, and 8,678 abstained, with no broker non-votes and no need to adjourn the meeting.
Water IO Ltd. and affiliated entities filed a Schedule 13D reporting a new stake in BiomX Inc. common stock. Water IO received 1,300,000 shares of BiomX common stock, plus a non-convertible promissory note for $1,250,000, as consideration for selling 100% of Zorronet’s share capital to BiomX under an April 10, 2026 Stock Purchase Agreement.
The 1,300,000 shares represent about 19.87% of BiomX’s outstanding common stock as of April 10, 2026. By virtue of control relationships, Star 26 Capital Inc., T3 Defense Inc., and Menachem Shalom may be deemed to share voting and dispositive power over these shares, although they disclaim beneficial ownership beyond their economic interest. Menachem Shalom also personally owns an additional 300,000 BiomX shares acquired before this transaction. BiomX agreed in the SPA to file a Form S-3 within 45 days after closing to register the resale of the share consideration.
BiomX Inc. completed a strategic acquisition of ZorroNet, an Israeli AI defense technology company that develops and deploys autonomous surveillance and threat-detection systems for military, government and critical infrastructure customers.
The deal was executed via a Stock Purchase Agreement with Water IO Ltd., under which BiomX acquired 100% of ZorroNet’s share capital. As consideration, BiomX issued 1,300,000 shares of common stock and a $1,250,000 non-convertible promissory note bearing interest at the short-term applicable federal rate and payable on July 7, 2026. BiomX also agreed to a performance-based earnout to ZorroNet’s founders, payable by March 31, 2027, equal to the greater of 125% of ZorroNet’s 2026 consolidated revenue or 8x its 2026 consolidated EBITDA, and committed to retain key personnel for three years.
BiomX states the acquisition is immediately accretive and adds production-deployed, revenue-generating AI-powered defense capabilities, positioning the company as an AI-first defense technology platform exposed to the growing markets for autonomous ISR, AI-enabled threat detection, smart border security and counter-drone technology.
BiomX Inc. entered into an Option and Undertaking Agreement giving it an exclusive, irrevocable option to acquire 100% of Mandragola Ltd.’s shareholdings in DR. Frucht Systems Ltd. (DFSL), an Israeli LADAR-based security and anti-drone technology company.
The option closing depends on Mandragola first buying 60% of DFSL’s share capital and receiving Israel Innovation Authority approval for DFSL’s ownership change. If Mandragola closes that purchase and BiomX exercises the option, DFSL will become a majority-owned operating subsidiary of BiomX.
Mandragola can earn a bonus equal to 5% of DFSL’s annual revenues in any year from fiscal 2027 onward in which DFSL records at least $25 million in revenues, payable in BiomX restricted stock or cash. Subject to closing the option, Mandragola also agreed to provide BiomX a credit line for DFSL’s growth and debt payments.
BiomX Inc. reported that it is out of compliance with NYSE American stockholders’ equity listing standards and has received a formal deficiency notice. The company’s equity is below the required $2.0M, $4.0M, and $6.0M thresholds tied to multi‑year net losses.
BiomX must submit a plan by April 24, 2026 showing how it will regain compliance by September 25, 2027, or it faces potential delisting, subject to appeal. Its auditors have also included a “going concern” explanatory paragraph in the latest annual report, highlighting uncertainty about its ability to continue operating without additional support. Shares continue to trade on NYSE American under the symbol PHGE for now.
BiomX Inc. has called an extraordinary special meeting on April 10, 2026 to seek stockholder approval of a new 2026 Equity Incentive Plan and a related adjournment proposal. As of the March 23, 2026 record date, 6,543,516 shares of common stock were outstanding and entitled to vote.
The 2026 Plan would authorize an initial reserve of 1,390,000 shares of common stock, replacing the 2019 omnibus plan for new grants, and includes an evergreen mechanism that can add 4% of outstanding shares each January 1 from 2027 through 2036. The plan allows options, RSUs, restricted stock, SARs, performance and other stock-based awards, with minimum one-year vesting (subject to a 5% carve-out), no repricing without stockholder approval, and double-trigger vesting on certain terminations after a change in control. The Board unanimously recommends voting “FOR” both the plan and the adjournment authority.