BiomX Inc. (NYSE: PHGE) cancels 1,013,637 shares tied to Dr. Frucht deal

Rhea-AI Filing Summary

BiomX Inc. reports that NYSE American views its acquisition of a 60% interest in Dr. Frucht Systems Ltd. and a related up to $2,000,000 revolving line of credit from Mandragola Ltd. as related transactions under Section 712 of the NYSE American Company Guide. In connection with a partial conversion of a convertible promissory note under this line, BiomX had issued 1,013,637 restricted common shares on June 2, 2026 based on a principal amount of $379,000.

To regain compliance with Section 712’s stockholder-approval requirement, BiomX and the holders agreed to cancel all 1,013,637 conversion shares pending shareholder approval. The cancellation was completed on July 10, 2026, and the shares were returned to treasury and are no longer outstanding. BiomX plans to seek stockholder approval of the issuances in the related transactions at a stockholder meeting, but notes there is no assurance that such approval will be obtained or that the company will maintain compliance with NYSE American listing standards.

Insights

Equity capital markets analyst

BiomX unwinds a share issuance to address NYSE American rule compliance.

BiomX issued $379,000 of note-conversion shares, totaling 1,013,637 common shares, tied to a revolving credit line of up to $2,000,000 associated with acquiring a 60% stake in Dr. Frucht Systems Ltd. NYSE American aggregated the acquisition and credit line under Section 712, which requires shareholder approval once equity issuances reach a 20% threshold.

To align with these listing rules, BiomX and the recipients agreed to cancel all 1,013,637 conversion shares, returning them to treasury as of July 10, 2026. This step reduces immediate dilution and is aimed at preserving the company’s NYSE American listing, but the company explicitly cautions that stockholder approval of the related issuances is not assured and that the exchange could still take further action.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Key Figures

Conversion Shares canceled: 1,013,637 shares Revolving line of credit: $2,000,000 Converted note principal: $379,000 +2 more

5 metrics

Conversion Shares canceled 1,013,637 shares Restricted common shares issued June 2, 2026 and canceled July 10, 2026

Revolving line of credit $2,000,000 Credit facility with Mandragola Ltd. connected to the Dr. Frucht acquisition

Converted note principal $379,000 Principal amount of the convertible promissory note partially converted into the canceled shares

Stake acquired in Dr. Frucht Systems Ltd. 60% Equity interest acquired by BiomX Inc. on April 13, 2026

Completion date of share cancellation July 10, 2026 Date all 1,013,637 Conversion Shares were returned to treasury

Key Terms

Section 712 of the NYSE American Company Guide, revolving line of credit, convertible promissory note, Conversion Shares, +1 more

5 terms

Section 712 of the NYSE American Company Guide regulatory

"aggregated for purposes of Section 712 of the NYSE American Company Guide"

revolving line of credit financial

"entered into a revolving line of credit of up to $2,000,000"

A revolving line of credit is a flexible borrowing arrangement that allows a person or business to access funds up to a set limit whenever needed, much like a prepaid card. As money is repaid, it becomes available to borrow again, making it a convenient way to manage cash flow or cover ongoing expenses. Investors pay attention to it because it reflects a company’s ability to access quick funds and manage financial flexibility.

convertible promissory note financial

"partial conversion of a convertible promissory note issued under the Line of Credit"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Conversion Shares financial

"the Company and the holders of the Conversion Shares have agreed to cancel"

treasury financial

"the Conversion Shares have been returned to the Company’s treasury"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

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Available on EDGAR 07/10/2026 - 05:10 PM Accepted by SEC EDGAR 07/10/2026 - 05:10 PM Learn about SEC filing dates

FAQ

What did BiomX Inc. (PHGE) announce regarding the 1,013,637 Conversion Shares?

BiomX Inc. announced that all 1,013,637 Conversion Shares issued on June 2, 2026 have been canceled. The shares were returned to the company’s treasury and are no longer issued and outstanding, pending future stockholder approval of the related issuances.

Why did BiomX Inc. (PHGE) cancel the Conversion Shares issued under the line of credit?

The shares were canceled to help regain compliance with Section 712 of the NYSE American Company Guide. NYSE American aggregated the Dr. Frucht acquisition and related up to $2,000,000 line of credit, triggering stockholder-approval requirements for associated share issuances.

What transactions are considered related for BiomX Inc. (PHGE) under NYSE American Section 712?

NYSE American considers BiomX’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. and the associated up to $2,000,000 revolving line of credit from Mandragola Ltd. as related transactions for Section 712 aggregation purposes.

What are BiomX Inc.’s (PHGE) plans after canceling the 1,013,637 Conversion Shares?

BiomX intends to seek stockholder approval of the issuances in the related transactions under Section 712 at a future stockholder meeting. The company cautions there is no assurance that such approval will be obtained or that listing compliance will be maintained.

When was the cancellation of BiomX Inc. (PHGE) Conversion Shares completed?

The cancellation of the 1,013,637 Conversion Shares was completed on July 10, 2026. After cancellation, these shares were returned to BiomX’s treasury and are no longer considered issued or outstanding common stock.

What was the principal amount converted when BiomX Inc. (PHGE) issued the now-canceled Conversion Shares?

The now-canceled 1,013,637 Conversion Shares were originally issued upon partial conversion of a $379,000 principal amount under a convertible promissory note issued pursuant to the revolving line of credit with Mandragola Ltd.

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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): July 10, 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)		(IRS 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.

Background

As previously disclosed, on April 13, 2026, BiomX Inc. (the “Company”) completed the acquisition of a 60% interest in Dr. Frucht Systems Ltd. from Mandragola Ltd. (the “Acquisition”) and, in connection with the Acquisition, the Company and Mandragola Ltd. (“Mandragola”) subsequently entered into a revolving line of credit of up to $2,000,000 (the “Line of Credit” and, together with the Acquisition, the “Related Transactions”).

On June 2, 2026, the Company issued 1,013,637 restricted shares of the Company’s common stock (the “Conversion Shares”) to three assignees of Mandragola Ltd. upon the partial conversion of a convertible promissory note issued under the Line of Credit in principal amount of $379,000 extended by Mandragola. The Line of Credit and the securities issued in connection with it were described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 5, 2026 (the “June 5 8-K”).

NYSE American LLC (the “Exchange”) has advised the Company that it considers the Acquisition and the Line of Credit to be related transactions that are aggregated for purposes of Section 712 of the NYSE American Company Guide. Section 712 requires stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of the stock or assets of another company where the common stock to be issued equals 20% or more of the shares of common stock outstanding before the issuance.

Cancelation of Shares

To regain compliance with Section 712, the Company and the holders of the Conversion Shares have agreed to cancel all 1,013,637 Conversion Shares pending the obtaining of the requisite shareholder approval. The cancelation of the of the Conversion Shares was completed on July 10, 2026 and the Conversion Shares have been returned to the Company’s treasury and are no longer issued and outstanding.

The Company intends to seek stockholder approval of the issuances in the Related Transactions under Section 712 of the NYSE American Company Guide at a meeting of its stockholders. There can be no assurance that the Company will obtain such approval.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the cancellation of the Conversion Shares, the Company’s intention to seek stockholder approval of the issuances in the Related Transactions under Section 712 of the NYSE American Company Guide, the timing of any meeting of stockholders, and the Company’s ability to regain and maintain compliance with the continued listing standards of NYSE American. These statements are based on the Company’s current expectations and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially, including the risk that the required stockholder approval may not be obtained on the anticipated timeline or at all, the risk that the Exchange may take further action with respect to the listing of the Company’s common stock, and the other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, 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)

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: July 10, 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