BiomX holders back director and equity plan

BiomX Inc. reported results from its 2026 Annual Meeting of Stockholders held virtually on June 26, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding: 11,160,153 shares Shares represented at meeting: 4,518,349 shares Plan share increase: 5,460,000 shares +4 more

7 metrics

Shares outstanding 11,160,153 shares Common stock outstanding and entitled to vote as of June 2, 2026

Shares represented at meeting 4,518,349 shares Shares present or by proxy at 2026 Annual Meeting, about 40.5% of entitled

Plan share increase 5,460,000 shares Increase in shares reserved under BiomX Inc. 2026 Equity Incentive Plan

Total plan reserve 6,850,000 shares Total common shares reserved under 2026 Equity Incentive Plan after amendment

Director election votes for 5,120,627 votes Votes for Ran Shaked as Class III director

Equity plan votes for 4,351,470 votes Votes for amendment to 2026 Equity Incentive Plan

Adjournment votes for 4,462,767 votes Votes for adjournment proposal at 2026 Annual Meeting

Key Terms

Annual Meeting of Stockholders, quorum, Equity Incentive Plan, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders financial

"BiomX Inc. held its 2026 Annual Meeting of Stockholders on June 26, 2026"

quorum financial

"4,518,349 shares were represented... and constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Equity Incentive Plan financial

"approved an amendment to the BiomX Inc. 2026 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

broker non-votes financial

"The number of votes cast for, against or withheld... and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

adjourn the Annual Meeting financial

"approved the proposal to adjourn the Annual Meeting, if necessary"

FAQ

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

What did BiomX Inc. (PHGE) shareholders approve at the 2026 annual meeting?

Shareholders elected Ran Shaked as Class III director and approved expanding the 2026 Equity Incentive Plan. They also approved an adjournment proposal, though it was not needed because the main proposals received sufficient votes for approval.

How many BiomX (PHGE) shares were eligible and represented at the 2026 meeting?

There were 11,160,153 common shares outstanding and entitled to vote as of June 2, 2026. At the meeting, 4,518,349 shares were represented in person (virtually) or by proxy, which the company states was about 40.5% and sufficient for a quorum.

What change was made to the BiomX 2026 Equity Incentive Plan?

Stockholders approved increasing the shares reserved under the 2026 Equity Incentive Plan by 5,460,000. This raised the total number of common shares available for issuance under the plan to 6,850,000 from the prior 1,390,000 shares.

How did BiomX (PHGE) shareholders vote on the director election?

For the election of Ran Shaked as Class III director, shareholders cast 5,120,627 votes for and 39,796 votes withheld. There were no broker non-votes reported for this proposal, and he will serve until the 2029 Annual Meeting of Stockholders.

What were the voting results on the BiomX equity plan amendment?

The amendment to increase shares under the 2026 Equity Incentive Plan received 4,351,470 votes for, 775,111 against, and 33,842 abstentions. There were no broker non-votes reported for this proposal, and the amendment was approved by the stockholders.

Was an adjournment of BiomX’s 2026 Annual Meeting required?

Shareholders approved an adjournment proposal with 4,462,767 votes for, 667,020 against and 30,636 abstentions. However, because the director election and equity plan amendment both received sufficient support, the company did not need to adjourn the meeting.

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

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Accepted by SEC EDGAR 06/26/2026 - 04:45 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2026

BIOMX INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38762

82-3364020

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

850 New Burton Road, Suite 201

Dover, Delaware 19904

(Address of principal executive offices, including zip code)

(972) 52-437-4900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		PHGE		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

BiomX Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 26, 2026 in a virtual meeting format. As of June 2, 2026, the record date for the Annual Meeting, there were 11,160,153 shares of the Company’s common stock, par value $0.0001 per share, outstanding and entitled to vote. A total of 4,518,349 shares were represented in person (virtually) or by proxy at the Annual Meeting, representing approximately 40.5% of the shares entitled to vote and constituting a quorum.

The vote results detailed below represent the final results as certified by the Inspector of Elections. The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal are set forth below.

Proposal 1: Election of Directors.

The Company’s stockholders elected Ran Shaked, the Company’s sole Class III director nominee, to serve until the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. The voting results were as follows:

Nominee

For

Withheld

Broker
Non-Votes

Ran Shaked

5,120,627

39,796

Proposal 2: Approval of an Amendment to the BiomX Inc. 2026 Equity Incentive Plan.

The Company’s stockholders approved an amendment to the BiomX Inc. 2026 Equity Incentive Plan to increase the number of shares of common stock reserved and available for issuance thereunder by 5,460,000 shares, to 6,850,000 shares from 1,390,000 shares. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
4,351,470		775,111		33,842		0

Proposal 3: Adjournment Proposal.

The Company’s stockholders approved the proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve one or more of the foregoing proposals. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
4,462,767		667,020		30,636		0

Because Proposals 1 and 2 received sufficient votes for approval, no adjournment of the Annual Meeting was necessary.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BiomX Inc.

Date: June 26, 2026

By:	/s/ Michael Oster
Name:	Michael Oster
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents