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.
BiomX Inc. (PHGE) SEC filings document a public company whose reported focus has shifted from legacy phage therapy development toward defense, security, and critical infrastructure technology. Recent filings include quarterly reports, amended annual report material, current reports on Form 8-K, shareholder voting disclosures, material agreements, capital-structure items, governance matters, and risk-factor disclosures.
PHGE’s 10-Q filings are important because BiomX reports as a single operating segment and presents its financial information on a consolidated basis. The quarterly filing also states that the company has incurred significant losses and negative cash flows from operations and that these factors raise substantial doubt about its ability to continue as a going concern.
BiomX 8-K filings are especially relevant because recent material-event reports describe the Zorronet acquisition, shareholder approvals, and a framework supply agreement involving Israel Railways. These filings provide details on Zorronet’s AI-powered computer vision, autonomous surveillance, threat detection, object recognition, perimeter intrusion identification, and command-and-control integrations.
Annual reports on 10-K and amended annual reports on 10-K/A provide governance, compensation, equity plan, and business-history context. Proxy materials show shareholder voting matters. Form 4 insider transaction filings, when filed, identify changes in beneficial ownership by company insiders. For PHGE, the most relevant filing themes are Zorronet and DFSL operating disclosures, legacy phage therapy background, going-concern language, governance changes, and material agreements tied to defense and infrastructure markets.
BiomX Inc. amended a $1,250,000 promissory note issued to Water IO Ltd. in connection with its April 10, 2026 acquisition of ZorroNet Ltd. The note’s maturity was extended from July 10, 2026 to November 1, 2026.
Under the amendment, BiomX will pay $250,000 of principal within two business days after execution, then four monthly installments of $250,000 on August 1, September 1, October 1 and November 1, 2026, with the outstanding balance continuing to bear interest at the short-term Applicable Federal Rate, payable with the final installment.
In full satisfaction of accrued interest and as consideration for the payment delay and waiver, BiomX agreed to issue 800,000 restricted common shares to Water IO, subject to NYSE American additional listing clearance and written corporate approvals, with an August 31, 2026 longstop after which this amount is payable in cash instead of shares.
Water IO irrevocably waived, retroactive to the original maturity date, any default, event of default or acceleration rights arising from non-payment at maturity and confirmed the note has not been accelerated. An independent BiomX director also serves as an independent director of Water IO; the amendment was approved by the BiomX board and Audit Committee under its related person transaction policy, with the interested director abstaining.
BiomX Inc. (PHGE) may offer and sell shares of its common stock having an aggregate offering price of up to $9,145,000 from time to time through H.C. Wainwright & Co. under an at-the-market Sales Agreement, subject to General Instruction I.B.6 of Form S-3. This amount is in addition to approximately $3,708,127 of common stock already sold under the same program and related prior prospectus supplements. The company reports a public float of $38,560,317.12, based on 24,718,152 non-affiliate shares at $1.56 per share as of May 28, 2026. Its common stock trades on NYSE American under the symbol PHGE, with a last reported sale price of $0.1948 per share on July 27, 2026.
BiomX Inc. is calling a virtual special meeting to seek stockholder approval for several key actions. Proposal 1 asks approval of the issuance of equity-linked securities to Mandragola Ltd. tied to BiomX’s acquisition of 60% of Dr. Frucht Systems Ltd. (DFSL) and a related $2,000,000 revolving credit line. The securities include 278,044 shares issuable under a pre-funded warrant at $0.001, a five-year warrant for 3,692,000 shares at $12.00, up to 325,000 conversion shares on a note at $12.00, and a Line of Credit Warrant for up to 2,000,000 shares at $12.00, all subject to NYSE American 20% issuance rules and a 9.99% beneficial ownership cap.
Proposal 2 would authorize the Board to implement one or more reverse stock splits within a 1‑for‑5 to 1‑for‑250 range before the first anniversary of the meeting and reduce authorized common shares from 750,000,000 to 150,000,000, with no fractional shares issued. The filing notes prior 1‑for‑10 and 1‑for‑19 reverse splits and NYSE American rules that effectively limit additional splits to about 1‑for‑10 through November 25, 2027.
Proposal 3 seeks ratification of Barzily & Co., CPAs as new independent auditor, replacing Kesselman & Kesselman, and Proposal 4 would allow adjournment to solicit more proxies if needed. DFSL’s attached financials show 2025 revenue of $292 thousand, a net loss of $119 thousand, total assets of $145 thousand, a stockholders’ deficit of $859 thousand, and an auditor going‑concern emphasis; DFSL relies on shareholder loans and the Mandragola credit line for funding.
BiomX Inc. is registering the resale of up to 7,163,000 shares of common stock for selling stockholders, including 2,223,000 already issued shares, 4,615,000 warrant shares and up to 325,000 shares issuable upon conversion of a $3,000,000 unsecured note at a $12.00 conversion price.
The company will not receive proceeds from stockholder resales, only potential cash from warrant exercises, which it plans to use for general corporate purposes. If all warrants are exercised and the note is fully converted, these shares would represent about 52.3% of then-outstanding stock and roughly 109.5% of shares outstanding before the April 2026 Water IO transaction, meaning substantial dilution.
BiomX has pivoted from discontinued phage-therapy programs to defense, security and critical-infrastructure technologies through acquisitions of Israeli subsidiaries Zorronet and Dr. Frucht Systems. Auditors have raised a going-concern doubt, the company reported a stockholders’ deficit of $(1,302,000), and it is operating under an NYSE American compliance plan through September 25, 2027 after receiving a listing-deficiency notice.
BiomX Inc. reports that NYSE American views its acquisition of a 60% interest in Dr. Frucht Systems Ltd. and a related up to $2,000,000 revolving line of credit from Mandragola Ltd. as related transactions under Section 712 of the NYSE American Company Guide. In connection with a partial conversion of a convertible promissory note under this line, BiomX had issued 1,013,637 restricted common shares on June 2, 2026 based on a principal amount of $379,000.
To regain compliance with Section 712’s stockholder-approval requirement, BiomX and the holders agreed to cancel all 1,013,637 conversion shares pending shareholder approval. The cancellation was completed on July 10, 2026, and the shares were returned to treasury and are no longer outstanding. BiomX plans to seek stockholder approval of the issuances in the related transactions at a stockholder meeting, but notes there is no assurance that such approval will be obtained or that the company will maintain compliance with NYSE American listing standards.
BiomX Inc. reported a change in its independent auditor. On July 1, 2026, the Audit Committee and Board dismissed Kesselman & Kesselman, a member firm of PwC, as the company’s independent registered public accounting firm.
PwC’s audit reports for the fiscal years ended December 31, 2024 and December 31, 2025 contained no adverse opinions or scope or principle qualifications, but each included an explanatory paragraph expressing substantial doubt about BiomX’s ability to continue as a going concern.
The Board approved the engagement of Barzily & Co. as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, effective July 1, 2026. BiomX states there were no disagreements or reportable events with PwC and that it did not previously consult Barzily on accounting or audit issues before this appointment.
BiomX Inc. is registering 7,163,000 shares of common stock for resale by selling stockholders. The shares include 2,223,000 already issued shares, 4,615,000 shares underlying warrants and up to 325,000 shares issuable upon conversion of a $3,000,000 note. BiomX will not receive proceeds from resales, only potential cash from warrant exercises.
The shares were issued as consideration for two April 2026 acquisitions, Water IO (Zorronet) and Mandragola (DFSL), as part of a strategic pivot from phage therapies to defense, security and critical infrastructure technologies. The company highlights that full issuance could significantly dilute existing holders.
BiomX faces substantial risks: a going concern qualification, a stockholders’ deficit, NYSE American continued listing deficiencies with a remediation plan through September 25, 2027, high dependence on new Israeli defense subsidiaries and complex earnout and bonus obligations tied to Zorronet and DFSL performance.
BiomX Inc. reported results from its 2026 Annual Meeting of Stockholders held virtually on June 26, 2026. Stockholders representing 4,518,349 shares, about 40.5% of the 11,160,153 shares outstanding as of June 2, 2026, were present, forming a quorum.
Stockholders elected Ran Shaked as the Class III director to serve until the 2029 Annual Meeting, with 5,120,627 votes for and 39,796 withheld. They also approved an amendment to the 2026 Equity Incentive Plan, increasing reserved shares by 5,460,000 to a total of 6,850,000. An adjournment proposal was approved but ultimately not used because the other proposals passed.
BiomX Inc. furnished an updated investor presentation and press release describing its completed strategic transition into a defense and security technology holding company. The company is now focused on technologies that identify, analyze, and respond to physical threats, particularly as UAVs and autonomous systems reshape defense and homeland security needs.
The portfolio currently includes 100%-owned Zorronet, an AI-based autonomous C5ISR platform that fuses data from sensors and systems to prioritize threats, and DFSL, in which BiomX holds a 60% stake and which provides LADAR-based detection for perimeter, border, and counter‑UAS applications. The materials outline a detection–analysis–response operating architecture, leadership with deep defense and intelligence experience, and near-term goals around portfolio integration, commercial expansion, and disciplined M&A. They also reiterate that BiomX is working under a NYSE American compliance plan amid risks related to going concern, capital needs, export controls, and customer concentration.