BiomX (NYSE: PHGE) holders back reverse split and Mandragola equity deal

Rhea-AI Filing Summary

BiomX Inc. (PHGE) reported results of a Special Meeting of Stockholders held on August 25, 2026. As of the August 10, 2026 record date, 26,559,607 shares of common stock were outstanding and entitled to vote, with 9,813,430 shares present, representing 36.9% of eligible shares and constituting a quorum.

Stockholders approved the issuance of common stock and related securities to Mandragola Ltd. in connection with acquiring controlling equity interests in Dr. Frucht Systems Ltd., including securities linked to a Line of Credit and a potential Revenue Bonus. They also approved a reverse stock split authorization at a ratio between 1-for-5 and 1-for-20, to be implemented at the Board’s discretion before the first anniversary of the Special Meeting; if implemented, authorized common shares would decrease from 750,000,000 to 150,000,000. Stockholders ratified Barzily & Co. as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved an adjournment proposal, though no adjournment was needed.

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: 26,559,607 shares Shares represented at meeting: 9,813,430 shares Quorum percentage: 36.9% +5 more

8 metrics

Shares outstanding 26,559,607 shares Common stock outstanding and entitled to vote as of August 10, 2026 record date

Shares represented at meeting 9,813,430 shares Shares present or represented by proxy at the August 25, 2026 Special Meeting, about 36.9% of eligible shares

Quorum percentage 36.9% Percentage of shares entitled to vote that were represented at the Special Meeting

Reverse stock split ratio range 1-for-5 to 1-for-20 Range of reverse stock split ratios approved for future implementation at the Board’s discretion

Authorized shares before reverse split amendment 750,000,000 shares Authorized shares of common stock prior to any reverse stock split implementation

Authorized shares after reverse split amendment 150,000,000 shares Authorized common shares if a reverse stock split is implemented under the approved amendment

Proposal 1 votes for 9,313,228 votes Votes in favor of the issuance proposal to Mandragola Ltd.

Auditor ratification votes for 9,575,900 votes Votes in favor of ratifying Barzily & Co. as independent registered public accounting firm for 2026

Key Terms

reverse stock splits, independent registered public accounting firm, Inspector of Elections, Line of Credit, +1 more

5 terms

reverse stock splits financial

"to effect one or more reverse stock splits of the issued and outstanding common stock"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

independent registered public accounting firm financial

"ratified the appointment of Barzily & Co. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Inspector of Elections regulatory

"final results as certified by the Inspector of Elections"

An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.

Line of Credit financial

"including shares issued or issuable in connection with the Line of Credit"

A line of credit is a flexible borrowing arrangement that lets a company draw money up to a preset limit, repay it, and borrow again as needed—similar to a business credit card or an emergency tap on a savings account. It matters to investors because it shows how a firm manages short-term cash needs and growth funding without taking a single large loan; access, cost, and attached conditions can affect liquidity, interest expenses and financial risk.

Revenue Bonus financial

"at the Company’s election, in satisfaction of the Revenue Bonus"

FAQ

What key proposals did BiomX Inc. (PHGE) stockholders approve at the August 25, 2026 Special Meeting?

Stockholders approved the issuance of BiomX Inc. securities to Mandragola Ltd. for the Dr. Frucht Systems Ltd. acquisition, authorized a reverse stock split in a 1-for-5 to 1-for-20 range with a potential authorized share reduction, ratified Barzily & Co. as auditor, and approved an adjournment proposal.

What did BiomX Inc. (PHGE) approve regarding the reverse stock split and authorized shares?

Stockholders approved an amendment allowing one or more reverse stock splits at ratios of 1-for-5 to 1-for-20, at the Board’s discretion before the first anniversary of the Special Meeting. If a reverse split is implemented, authorized common shares would be reduced from 750,000,000 to 150,000,000.

How many BiomX Inc. (PHGE) shares were outstanding and represented at the Special Meeting?

As of the August 10, 2026 record date, 26,559,607 common shares were outstanding and entitled to vote. A total of 9,813,430 shares were represented in person (virtually) or by proxy, equal to approximately 36.9% of eligible shares, constituting a quorum.

What was approved for the issuance of BiomX Inc. (PHGE) shares to Mandragola Ltd.?

Stockholders approved, for NYSE American Company Guide Sections 712 and 713 purposes, the issuance of common stock and securities convertible into or exercisable for common stock to Mandragola Ltd. in connection with acquiring controlling equity interests in Dr. Frucht Systems Ltd., including securities tied to a Line of Credit and a Revenue Bonus.

Which audit firm did BiomX Inc. (PHGE) stockholders ratify for fiscal year 2026?

Stockholders ratified Barzily & Co. as BiomX Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,575,900 votes for, 176,487 against, and 61,043 abstentions, and no broker non-votes.

What were the voting results for BiomX Inc. (PHGE)’s reverse stock split proposal?

For the reverse split and authorized share reduction proposal, BiomX Inc. received 9,293,937 votes for, 453,526 against, and 65,967 abstentions, with 0 broker non-votes, resulting in stockholder approval of the amendment.

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Available on EDGAR 08/25/2026 - 05:00 PM Accepted by SEC EDGAR 08/25/2026 - 05:00 PM 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 25, 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: Common Stock, $0.0001 par value per share     Trading Symbol: PHGE     Exchange: 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.

BiomX Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on August 25, 2026 in a virtual meeting format. As of August 10, 2026, the record date for the Special Meeting, there were 26,559,607 shares of the Company’s common stock, par value $0.0001 per share, outstanding and entitled to vote. A total of 9,813,430 shares were represented in person (virtually) or by proxy at the Special Meeting, representing approximately 36.9% 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 or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.

Proposal 1: Approval of the Issuance Proposal. The Company’s stockholders approved, for purposes of Sections 712 and 713 of the NYSE American Company Guide, the issuance of shares of the Company’s common stock, and securities convertible into or exercisable for common stock, to Mandragola Ltd. in connection with the Company’s acquisition of controlling equity interests in Dr. Frucht Systems Ltd., including shares issued or issuable in connection with the Line of Credit and, at the Company’s election, in satisfaction of the Revenue Bonus. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
9,313,228		429,645		70,557		0

Proposal 2: Approval of the Reverse Split Proposal. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the issued and outstanding common stock at an aggregate ratio of not less than 1-for-5 and not more than 1-for-20, with the exact ratio and timing to be determined by the Board of Directors in its discretion at any time prior to the first anniversary of the Special Meeting, and providing that, if any reverse stock split is implemented, the number of authorized shares of common stock will be reduced from 750,000,000 to 150,000,000. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
9,293,937		453,526		65,967		0

Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Barzily & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
9,575,900		176,487		61,043		0

Proposal 4: Adjournment Proposal. The Company’s stockholders approved the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve one or more of the foregoing proposals. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
9,529,079		237,990		46,361		0

Because Proposals 1, 2 and 3 received sufficient votes for approval, no adjournment of the Special Meeting was necessary.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

1

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 25, 2026	By:	/s/ Michael Oster
		Name:	Michael Oster
		Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB