STOCK TITAN

BiomX (NYSE: PHGE) sets Sept. 9 reverse split to cut share count

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BiomX Inc. (PHGE) announced a 1-for-10 reverse stock split of its common stock. The Board set the ratio on August 28, 2026, after prior stockholder approval of a reverse split in the range of 1-for-5 to 1-for-20, together with a reduction in authorized shares.

The reverse split and related Certificate of Amendment are expected to become effective at 12:01 a.m. ET on September 9, 2026, with trading on the NYSE American beginning on a split-adjusted basis that day. Each 10 pre-split shares will be combined into 1 post-split share, reducing outstanding shares from approximately 26.7 million to approximately 2.7 million, while authorized common shares will decrease from 750,000,000 to 150,000,000. Fractional shares will be rounded up to the next whole share, and percentage ownership will remain essentially unchanged aside from rounding effects.

Positive

  • None.

Negative

  • None.

Filing Explained

Beyond the share-count changes already disclosed, the filing states that outstanding warrants, convertible instruments, and equity awards will receive proportionate adjustments to their exercise prices and share amounts when the reverse split takes effect.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse stock split ratio 1-for-10 Ratio fixed by the Board of Directors for the reverse stock split
Effective time of reverse stock split 12:01 a.m. Eastern Time on September 9, 2026 Expected effectiveness of the Certificate of Amendment and split-adjusted trading
Outstanding common shares before reverse split approximately 26.7 million shares Common stock issued and outstanding immediately prior to the reverse split
Outstanding common shares after reverse split approximately 2.7 million shares Expected common stock outstanding immediately after the 1-for-10 reverse split
Authorized common shares before amendment 750,000,000 shares Authorized common stock prior to effectiveness of the Certificate of Amendment
Authorized common shares after amendment 150,000,000 shares Authorized common stock upon effectiveness of the reverse split and amendment
reverse stock split financial
"announced that it will effect a one-for-ten (1-for-10) reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Certificate of Amendment regulatory
"file a Certificate of Amendment to its Amended and Restated Certificate"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
CUSIP number financial
"Following the Reverse Stock Split, the Common Stock will be assigned CUSIP number"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
transfer agent financial
"Continental Stock Transfer & Trust Company, the Company’s transfer agent, is acting"
A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.
split-adjusted basis financial
"begin trading on the NYSE American on a split-adjusted basis when the market opens"
An adjustment to historical share prices and share counts that reflects past stock splits or reverse splits so that old data lines up with the current number of shares. Think of it like resizing an old photograph so it matches a new frame: it keeps price charts, returns and per‑share metrics comparable over time, which matters to investors who need accurate performance, valuation and trend analysis.

FAQ

What reverse stock split did BiomX Inc. (PHGE) approve?

BiomX Inc. approved a 1-for-10 reverse stock split of its common stock. Each 10 shares outstanding immediately before effectiveness will be combined into 1 share, with no change to the $0.0001 par value per share.

When will BiomX (PHGE) reverse stock split become effective?

The reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on September 9, 2026, when the Certificate of Amendment is effective with the Delaware Secretary of State.

How will BiomX (PHGE) share count change after the reverse split?

Outstanding common shares will be reduced from approximately 26.7 million to approximately 2.7 million after the 1-for-10 reverse stock split, while maintaining the same overall equity ownership percentages except for minor rounding effects.

What happens to BiomX (PHGE) authorized shares in the reverse split?

Upon effectiveness of the reverse stock split, authorized common shares will be reduced from 750,000,000 to 150,000,000, as provided in the amendment to BiomX’s Amended and Restated Certificate of Incorporation.

How will fractional shares be treated in BiomX (PHGE) reverse stock split?

No fractional shares will be issued. Any stockholder otherwise entitled to a fractional share will receive an additional fraction of a share sufficient to round their holding up to the next whole share of common stock.

Will BiomX (PHGE) options and warrants be adjusted for the reverse split?

Yes. BiomX states that proportionate adjustments will be made to the exercise prices and number of shares underlying outstanding warrants, convertible instruments, and equity awards to reflect the reverse stock split.

What new CUSIP will BiomX (PHGE) common stock have after the reverse split?

Following the reverse stock split, BiomX’s common stock will be assigned CUSIP number 09090D 608 for trading on the NYSE American.

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Learn about SEC filing dates
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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): August 28, 2026

 

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.)

 

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 (§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 8.01. Other Events.

 

On August 28, 2026, BiomX Inc. (the “Company”) announced that it will effect a one-for-ten (1-for-10) reverse stock split of its common stock, par value $0.0001 per share (the “Common Stock”) (the “Reverse Stock Split”).

 

The Reverse Stock Split was approved by the Company’s stockholders at a special meeting held on August 25, 2026, at which the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits at an aggregate ratio of not less than 1-for-5 and not more than 1-for-20, and providing that upon effectiveness of any such reverse stock split the number of authorized shares of Common Stock would be reduced from 750,000,000 to 150,000,000. On August 28, 2026, the Company’s Board of Directors, acting by unanimous written consent, fixed the ratio of the Reverse Stock Split at one-for-ten and fixed the effective time of the action.

 

The Company expects to file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware giving effect to the Reverse Stock Split (together with the reduction in authorized shares), to become effective at 12:01 a.m., Eastern Time, on September 9, 2026. The Common Stock is expected to begin trading on the NYSE American on a split-adjusted basis when the market opens on September 9, 2026. Following the Reverse Stock Split, the Common Stock will be assigned CUSIP number 09090D 608.

 

At the effective time, each ten (10) shares of Common Stock issued and outstanding immediately prior thereto will automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any change in the par value per share, reducing the number of outstanding shares of Common Stock from approximately 26.7 million to approximately 2.7 million. No fractional shares will be issued in connection with the Reverse Stock Split; any stockholder who would otherwise be entitled to receive a fractional share will instead be entitled to receive an additional fraction of a share of Common Stock sufficient to round such holder’s interest up to the next whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company’s equity, except for minor changes resulting from the treatment of fractional shares. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding warrants, convertible instruments and equity awards. Continental Stock Transfer & Trust Company, the Company’s transfer agent, is acting as exchange agent for the Reverse Stock Split.

 

The Company will report the filing and effectiveness of the Certificate of Amendment under Item 5.03 of Form 8-K following the effective time.

 

1

 

The information in this Item 8.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Forward-Looking Statements

 

This Current Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated timing and effects of and the Reverse Stock Split. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the timing of the filing and effectiveness of the Certificate of Amendment, the processing of the corporate actions by the NYSE American, and the other risks described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 19, 2026, as supplemented by the Form 10-K/A filed with the SEC on April 30, 2026, the Company’s Current Report on Form 8-K filed on May 5, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 19, 2026, as well as the Company’s other filings with the SEC. The Company undertakes no obligation to update any forward-looking statement except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

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

 

2

 

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: August 28, 2026 By: /s/ Michael Oster
  Name: Michael Oster
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

3 documents