BiomX Inc. (PHGE) stockholders back all proposals at March 11, 2026 special meeting

Rhea-AI Filing Summary

BiomX Inc. reported the final results of a special stockholder meeting held on March 11, 2026. As of the February 3, 2026 record date, 1,593,516 shares of common stock were outstanding and all 1,593,516 votes were represented in person or by proxy.

Stockholders approved two proposals described in the company’s February 13, 2026 proxy statement. One proposal received 528,511 votes for, 23,714 against, and 4,753 abstentions. The other received 524,578 votes for, 31,778 against, and 622 abstentions. No further adjournment of the meeting was required.

false 0001739174 0001739174 2026-03-11 2026-03-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 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)		(IRS Employer Identification Number)

850 New Burton Road, Suite 201, Dover, DE 19904

(Address of principal executive offices)

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 to 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 March 11, 2026, BiomX Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”), which was adjourned from February 25, 2026 to permit additional time for stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 13, 2026. As of the close of business on February 3, 2026, the record date for the Special Meeting, there were (i) 1,593,516 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) outstanding and entitled to an aggregate of 1,593,516 votes. Holders of the Company’s Common Stock with a total aggregate voting power of 1,593,516 votes were present in person or represented by proxy at the Special Meeting. There were no broker non-votes at the Special Meeting because under applicable rules, all proposals presented at the Special Meeting were considered non-routine matters.

The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Special Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders.

1. Approval of a proposal to authorize, for purposes of complying with Section 713(a) of the NYSE American LLC Company Guide, the issuance of shares of the Company’s Common Stock, underlying (A) shares of Series Y convertible preferred stock, par value $0.0001 per share (the “Preferred Stock”), and (B) warrants (the “Warrants”) to purchase Common Stock issued and/or issuable by the Company pursuant to (i) that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 26, 2025, by and among the Company and the investor named therein and (ii) that certain engagement letter, dated as of November 26, 2025, by and between the Company and H.C. Wainwright & Co., LLC, which acted as non-exclusive placement agent for the related offering (including (i) any shares of Common Stock issuable pursuant to the payment of dividends on the Preferred Stock and (ii) any additional shares of Common Stock issuable in connection with any voluntary adjustment by the Company of the conversion price of the Preferred Stock or the exercise price of the Warrants), in an amount in excess of 19.99% of the Company’s Common Stock outstanding immediately prior to the date of the Purchase Agreement (“Proposal No. 1”).

For		Against		Abstain
528,511		23,714		4,753

2. Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1 .

For		Against		Abstain
524,578		31,778		622

No adjournment of the Special Meeting was necessary. The results reported above are final voting results.

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: March 11, 2026	By:	/s/ Michael Oster
	Name:	Michael Oster
	Title:	Chief Executive Officer

FAQ

What did BiomX Inc. (PHGE) announce in its latest 8-K?

BiomX Inc. announced final voting results from a March 11, 2026 special stockholder meeting. All 1,593,516 eligible votes were represented, and two proposals described in the February 13, 2026 proxy statement were approved without needing any further adjournment.

How many BiomX Inc. (PHGE) shares were entitled to vote at the special meeting?

A total of 1,593,516 shares of BiomX Inc. common stock were outstanding and entitled to vote as of February 3, 2026. Those shares carried 1,593,516 votes, all of which were represented at the March 11, 2026 special stockholder meeting.

Were all BiomX Inc. (PHGE) proposals at the special meeting approved?

Yes, all proposals submitted to BiomX Inc. stockholders at the March 11, 2026 special meeting were approved. The measures correspond to items described in the February 13, 2026 definitive proxy statement and received more votes for than against, with some abstentions recorded.

What were the voting results for the first BiomX Inc. (PHGE) proposal?

One BiomX Inc. proposal received 528,511 votes for, 23,714 votes against, and 4,753 abstentions. These results show clear stockholder approval of the item presented, as the number of affirmative votes significantly exceeded the votes cast against the proposal.

What were the voting results for the second BiomX Inc. (PHGE) proposal?

Another BiomX Inc. proposal received 524,578 votes for, 31,778 votes against, and 622 abstentions. This voting outcome also reflects stockholder approval, with a strong majority of votes cast in favor relative to those opposed at the special meeting.

Were there any broker non-votes at the BiomX Inc. (PHGE) special meeting?

There were no broker non-votes at the BiomX Inc. special meeting. All proposals were considered non-routine matters under applicable rules, so brokers could not vote uninstructed shares, and all represented votes were cast directly by or for stockholders.

Why was the BiomX Inc. (PHGE) special meeting originally adjourned?

The BiomX Inc. special meeting was adjourned from February 25, 2026 to March 11, 2026 to allow additional time for stockholders to vote on the proposals. After reconvening, sufficient votes were obtained to approve each proposal without any further adjournment.

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