BiomX plans 1-for-10 reverse split, rebrand

BiomX Inc. enacts a 1-for-10 reverse stock split and will rebrand as Tessera Defense and Homeland Security Inc. with a new NYSE American ticker HLSQ in September 2026.

Rhea-AI Filing Summary

BiomX Inc. (PHGE) is implementing a capital and branding change that includes a reverse stock split and a corporate name change. A Certificate of Amendment effective at 12:01 a.m. Eastern Time on September 9, 2026 effects a one-for-ten reverse stock split of the company’s common stock and reduces authorized common shares from 750,000,000 to 150,000,000. Trading in the common stock on the NYSE American will begin on a split-adjusted basis on September 9, 2026 under CUSIP 09090D 608, with fractional shares rounded up to the nearest whole share at the record holder and DTC participant level. A separate amendment will become effective at 12:01 a.m. Eastern Time on September 11, 2026, changing the company’s name from BiomX Inc. to Tessera Defense and Homeland Security Inc., after which the stock will trade under the new ticker symbol HLSQ on the NYSE American while retaining the same CUSIP number.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Reverse stock split ratio: 1-for-10 reverse stock split Authorized common shares before amendment: 750,000,000 shares Authorized common shares after amendment: 150,000,000 shares +4 more

7 metrics

Reverse stock split ratio 1-for-10 reverse stock split Effective at 12:01 a.m. Eastern Time on September 9, 2026

Authorized common shares before amendment 750,000,000 shares Authorized shares of common stock prior to the Split Amendment

Authorized common shares after amendment 150,000,000 shares Authorized shares of common stock after the Split Amendment

Split-adjusted trading start date September 9, 2026 Trading on a split-adjusted basis on the NYSE American

New company name effective date September 11, 2026 Name change to Tessera Defense and Homeland Security Inc. effective at 12:01 a.m. Eastern Time

New ticker symbol HLSQ Ticker for common stock on the NYSE American beginning September 11, 2026

CUSIP number 09090D 608 CUSIP for common stock; unchanged by name change

Key Terms

reverse stock split, authorized shares, CUSIP number, Section 242(d)(1) of the Delaware General Corporation Law

4 terms

reverse stock split financial

"The Split Amendment effected a one-for-ten reverse stock split of the Company’s common stock"

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.

authorized shares financial

"and reduced the number of authorized shares of Common Stock from 750,000,000 to 150,000,000"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

CUSIP number financial

"Trading in the Common Stock on a split-adjusted basis ... under the new CUSIP number 09090D 608"

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.

Section 242(d)(1) of the Delaware General Corporation Law regulatory

"and, pursuant to Section 242(d)(1) of the Delaware General Corporation Law, did not require stockholder approval"

FAQ

What reverse stock split did PHGE (BiomX Inc.) approve and when is it effective?

BiomX Inc. approved a one-for-ten reverse stock split of its common stock. The related Certificate of Amendment becomes effective at 12:01 a.m. Eastern Time on September 9, 2026, and trading on the NYSE American will begin on a split-adjusted basis that same day.

How do the authorized shares of PHGE change with this reverse stock split?

The reverse split amendment reduces authorized common shares from 750,000,000 to 150,000,000. This change applies to the company’s common stock, par value $0.0001 per share, as part of the same Certificate of Amendment implementing the one-for-ten reverse stock split.

When will PHGE start trading on a split-adjusted basis and what is the CUSIP?

Trading in the common stock on the NYSE American will commence on a split-adjusted basis with the market open on September 9, 2026, under CUSIP 09090D 608. No fractional shares will be issued; fractional positions were rounded up to the nearest whole share.

What new name and ticker will replace BiomX Inc. (PHGE) and when?

The company’s name will change from BiomX Inc. to Tessera Defense and Homeland Security Inc., effective 12:01 a.m. Eastern Time on September 11, 2026. In connection with the name change, the common stock will begin trading on the NYSE American under the new ticker symbol HLSQ.

Does the name change for PHGE affect the CUSIP number of its common stock?

No. In connection with the name change to Tessera Defense and Homeland Security Inc. and the new ticker symbol HLSQ, the CUSIP number remains 09090D 608. The filing specifies that the CUSIP number of the common stock was not changed by the name change.

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

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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): September 3, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse Stock Split. On September 3, 2026, BiomX Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware, which became effective at 12:01 a.m., Eastern Time, on September 9, 2026. The Split Amendment effected a one-for-ten reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and reduced the number of authorized shares of Common Stock from 750,000,000 to 150,000,000. The Split Amendment was approved by the Company’s stockholders at a special meeting held on August 25, 2026, as previously reported. Trading in the Common Stock on a split-adjusted basis on the NYSE American commences with the market open on September 9, 2026 under the new CUSIP number 09090D 608. No fractional shares will be issued; as previously disclosed, fractional shares were rounded up to the nearest whole share at the record holder and DTC participant level.

Name Change. On September 3, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Name Change Amendment”) with the Secretary of State of the State of Delaware, which will become effective at 12:01 a.m., Eastern Time, on September 11, 2026, changing the Company’s name from BiomX Inc. to Tessera Defense and Homeland Security Inc. The Name Change Amendment was approved by the Company’s Board of Directors on August 31, 2026 and, pursuant to Section 242(d)(1) of the Delaware General Corporation Law, did not require stockholder approval. In connection with the name change, the Common Stock will begin trading on the NYSE American under the ticker symbol “HLSQ” at the market open on September 11, 2026. The CUSIP number of the Common Stock, 09090D 608, was not changed by the name change.

The foregoing descriptions of the Split Amendment and the Name Change Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of those amendments, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BiomX Inc. (reverse stock split), effective September 9, 2026
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BiomX Inc. (name change), to be effective September 11, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

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: September 9, 2026
By:	/s/ Michael Oster
Name:	Michael Oster
Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATIO 6.9 KB
• EX-3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATIO 4.8 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB