PHGE prospectus supplement: $5.06M ATM capacity

PFI Genomics, Inc. (PHGE) files a prospectus supplement to offer up to $5,061,000 of Common Stock under its At-the-Market sales agreement with H.C.

Rhea-AI Filing Summary

PFI Genomics, Inc. (PHGE) files a prospectus supplement to offer up to $5,061,000 of Common Stock under its At-the-Market sales agreement with H.C. Wainwright & Co.

The supplement updates the available aggregate offering price under the company’s Form S-3 shelf and states the company has sold approximately $1,376,214 of Common Stock under the agreement to date. It cites an aggregate market value of non-affiliate shares of $19,250,906 based on 10,462,449 non-affiliate shares at $1.84 per share as of April 17, 2026. The filing states there were 11,797,449 shares outstanding as of June 16, 2026 and reports a last reported sale price of $0.555 per share on June 15, 2026.

Insights

Capital Markets Analyst

ATM supplement increases available at-the-market capacity to $5.06M; past sales noted.

The prospectus supplement confirms the company may sell up to $5,061,000 of Common Stock pursuant to its At-the-Market Offering Agreement with H.C. Wainwright. The filing also discloses prior sales of approximately $1,376,214 under the program and the relevant General Instruction I.B.6 calculations.

Cash-flow treatment is stated as proceeds to the issuer under the offering agreement. Timing and amounts of future sales are driven by market activity and the sales agent’s executions; subsequent prospectus supplements will be filed if the company sells additional amounts under the instruction cap.

Key Figures

ATM capacity: $5,061,000 Prior sales under agreement: $1,376,214 Non-affiliate market value: $19,250,906 +4 more

7 metrics

ATM capacity $5,061,000 maximum aggregate offering price available under this prospectus supplement

Prior sales under agreement $1,376,214 aggregate sales through the sales agent under the Sales Agreement to date

Non-affiliate market value $19,250,906 aggregate market value of shares held by non-affiliates per General Instruction I.B.6

Non-affiliate shares used 10,462,449 shares shares held by non-affiliates used in market value calculation as of April 17, 2026

Shares outstanding 11,797,449 shares shares outstanding as of June 16, 2026

Last reported sale price $0.555 per share last reported sale price on NYSE American on June 15, 2026

12-month sales under I.B.6 $1,355,841 aggregate sold pursuant to General Instruction I.B.6 during the 12-calendar month period ending with this supplement

Key Terms

At-the-Market Offering Agreement, General Instruction I.B.6 of Form S-3, prospectus supplement

3 terms

At-the-Market Offering Agreement financial

"offering, issuance and sale by us of our shares of common stock... under the At-the-Market Offering Agreement"

An at-the-market offering agreement lets a public company sell newly issued shares into the open market over time at the current trading price through an appointed broker, rather than all at once. Investors care because it provides the company flexible access to cash but can slowly reduce each existing shareholder’s ownership and put downward pressure on the stock price—like a shop owner quietly adding items for sale to a crowded shelf.

General Instruction I.B.6 of Form S-3 regulatory

"we are filing this prospectus supplement to amend the Prior Prospectuses to update the maximum aggregate offering price... pursuant to General Instruction I.B.6 of Form S-3"

prospectus supplement regulatory

"This prospectus supplement amends and supplements the information in the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM · $5,061,000

Offering

Offering Type ATM

Securities Offered common stock

Offering Amount $5,061,000

FAQ

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

What does PHGE's prospectus supplement permit?

It permits PHGE to sell up to $5,061,000 of Common Stock through H.C. Wainwright under an at-the-market agreement. The supplement updates the remaining aggregate offering capacity under the company’s Form S-3 shelf registration.

How much has PHGE sold under the sales agreement to date?

PHGE has sold an aggregate of approximately $1,376,214 of Common Stock through the sales agent under the Sales Agreement to date. This amount is reported as sales completed under the Prior Prospectuses.

What market value did PHGE use to qualify for Form S-3 instruction I.B.6?

The company used an aggregate market value of non-affiliate shares of $19,250,906, based on 10,462,449 non-affiliate shares at a closing price of $1.84 on April 17, 2026, within the 60-day window required by the instruction.

How many shares outstanding does PHGE report?

PHGE reports 11,797,449 shares of Common Stock outstanding as of June 16, 2026. That outstanding count is disclosed in the prospectus supplement for context.

At what price was PHGE trading near the supplement date?

The filing reports a last reported sale price of $0.555 per share on June 15, 2026 for PHGE’s Common Stock on NYSE American, as stated in the supplement.

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

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Accepted by SEC EDGAR 06/16/2026 - 05:11 PM EDT Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5)

Registration No. 333-275935

PROSPECTUS SUPPLEMENT

(to Prospectus dated January 2, 2024)

Up to $5,061,000 of Common Stock

This prospectus supplement amends and supplements the information in the prospectus, dated January 2, 2024, filed as part of our registration statement on Form S-3, as amended (File No. 333-275935), or the Registration Statement, as supplemented by our prospectus supplements dated January 2, 2024, February 24, 2025 and August 13, 2025, or collectively, the Prior Prospectuses, relating to the offering, issuance and sale by us of our shares of common stock, par value $0.0001 per share, or the Common Stock, from time to time that may be issued and sold under the At-the-Market Offering Agreement, dated December 7, 2023, or the Sales Agreement, by and between us and H.C. Wainwright & Co., LLC, or Wainwright, as sales agent. Through the date hereof, we have sold an aggregate of $1,376,214 of shares of our Common Stock through the sales agent under the Sales Agreement and the Prior Prospectuses. This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

We are filing this prospectus supplement to amend the Prior Prospectuses to update the maximum aggregate offering price of shares of our Common Stock that may be offered and sold under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3. As a result of these limitations and the current public float of our shares of Common Stock and in accordance with the terms of the offering agreement, we may offer and sell shares of Common Stock having an aggregate offering price of up to $5,061,000 from time to time through Wainwright, which does not include the shares of Common Stock having an aggregate sales price of approximately $1,376,214 that were sold pursuant to the Prior Prospectuses to date. In the event that we may sell additional amounts under the offering agreement and in accordance with General Instruction I.B.6, we will file another prospectus supplement prior to making such additional sales.

The aggregate market value of our shares of Common Stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $19,250,906, which was calculated based on 10,462,449 shares of Common Stock outstanding held by non-affiliates and at a price of $1.84 per share of Common Stock, the closing price of our shares of Common Stock on April 17, 2026, a date that is within 60 days of filing this prospectus supplement. We have sold an aggregate of approximately $1,355,841 of securities pursuant to General Instruction I.B.6. of Form S-3 during the 12-calendar month calendar period that ends on, and includes, the date of this prospectus supplement. As a result of the limitations of General Instruction I.B.6 of Form S-3, and in accordance with the terms of the offering agreement, we currently have the capacity to sell shares of our Common Stock under the offering agreement having an aggregate offering price of up to $5,061,000 from time to time through Wainwright.

As of June 16, 2026, we had 11,797,449 shares of Common Stock outstanding.

Our Common Stock is listed on NYSE American under the symbol “PHGE.” On June 15, 2026, the last reported sale price for our Common Stock on NYSE American was $0.555 per share.

The validity of the shares being offered hereby will be passed upon by Aboudi Legal Group PLLC, New York, New York. This supersedes the information set forth under the heading “Legal Matters” in the accompanying base prospectus and prospectus supplement dated January 2, 2024.

Investing in our securities involves significant risks. See “Risk Factors” beginning on page 7 of the prospectus supplement dated January 2, 2024, under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each of which is incorporated by reference into the Prior Prospectuses, together with the risk factors and other information contained in the Current Reports on Form 8-K, including our Current Report on Form 8-K dated May 5, 2026, and other documents that we have filed, or that we file after the date hereof, with the Securities and Exchange Commission and that are incorporated by reference into this prospectus supplement and the Prior Prospectus, for a discussion of the factors you should carefully consider before deciding to purchase our Common Stock.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the Prior Prospectus. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is June 16, 2026