[8-K] BiomX Inc. Reports Material Event

Rhea-AI Filing Summary

BiomX Inc. (PHGE) reported voting results from its 2025 Annual Meeting. Stockholders approved authorizing the Board to amend the certificate of incorporation to effect a reverse stock split of the outstanding Common Stock at any ratio between at least 1-for-5 and less than 1-for-20, with 13,641,280 votes for, 383,712 against, and 71,143 abstaining.

Three Class II directors—Susan Blum, Dr. Jesse Goodman, and Gregory Merril—were elected to serve until the 2028 annual meeting. Stockholders also ratified Kesselman & Kesselman, a member firm of PwC International Limited, as the independent registered public accounting firm for fiscal 2025 (14,050,210 for; 25,633 against; 20,294 abstaining). A proposal to adjourn the meeting was not called.

Insights

Corporate governance analyst

All proposals passed; reverse split authority approved.

Stockholders authorized the Board to implement a reverse stock split within a defined range: between at least 1-for-5 and less than 1-for-20. This vote provides flexibility to adjust the share count, but implementation and timing depend on Board action.

Director elections and auditor ratification indicate continuity in oversight and auditing for fiscal 2025. Actual market effects, if any, hinge on whether the Board effects a split and the selected ratio.

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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): October 17, 2025

BiomX Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38762		82-3364020
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

22 Einstein St., Floor 4 Ness Ziona, Israel		7414003
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +972 723942377

n/a

(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		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.

On October 16, 2025, BiomX Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. At the meeting, stockholders voted in favor of all items of business, as indicated below:

Proposal No. 1- Election of Class II Directors.

The Company’s stockholders voted to approve the election of three Class II directors to serve on the Company's Board of Directors until the 2028 annual meeting of stockholders.

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Susan Blum		13,944,681		151,456		0
Dr. Jesse Goodman		12,394,563		1,701,574		0
Gregory Merril		12,308,038		1,788,099		0

Proposal No. 2- Authorization of the Company's board of directors to amend the certificate of incorporation to effect a reverse stock split of the Company’s outstanding Common Stock at any ratio between at least 1-for-5 and less than 1-for-20.

The Company’s stockholders voted to approve the authorization of the Company’s Board of Directors to amend the certificate of incorporation to effect a reverse stock split of the Company’s outstanding Common Stock.

Voted For		Voted Against		Abstain		Broker Non-Votes
13,641,280		383,712		71,143		N/A

Proposal No. 3- Ratification of selection of independent registered public accounting firm for fiscal 2025.

The Company’s stockholders voted to approve the ratification of the selection of Kesselman & Kesselman, certified public accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for fiscal year 2025.

Voted For		Voted Against		Abstain		Broker Non-Votes
14,050,210		25,633		20,294		N/A

The Company did not call the vote on a proposal to adjourn the meeting, as there were sufficient votes to approve all of the other proposals. The results reported above are the final voting results.

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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.
October 17, 2025	By:	/s/ Jonathan Solomon
		Name:	Jonathan Solomon
		Title:	Chief Executive Officer

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FAQ

What did BiomX (PHGE) stockholders approve regarding a reverse stock split?

They authorized the Board to amend the certificate to effect a reverse split at any ratio between at least 1-for-5 and less than 1-for-20.

What were the vote totals for the reverse stock split authorization at PHGE?

Votes were 13,641,280 for, 383,712 against, and 71,143 abstaining.

Which directors were elected at BiomX’s 2025 annual meeting?

Susan Blum, Dr. Jesse Goodman, and Gregory Merril were elected as Class II directors until the 2028 annual meeting.

Who is BiomX’s independent auditor for fiscal 2025 and how did the vote go?

Kesselman & Kesselman (PwC network) was ratified with 14,050,210 for, 25,633 against, and 20,294 abstaining.

Was an adjournment proposal considered at the BiomX annual meeting?

No. The company did not call the vote to adjourn since sufficient votes existed to approve other proposals.

Does the approval mean a reverse stock split will occur immediately for PHGE?

The authorization permits the Board to effect a reverse split within the approved range; any action would occur only if and when the Board decides.