BiomX (NYSE: PHGE) converts debt to shares and grants 2M-share warrant

Rhea-AI Filing Summary

BiomX Inc. issued 1,013,637 restricted shares of common stock upon partial conversion of a convertible promissory note originally issued to Mandragola Ltd., turning about $379,000 of principal into equity. These shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act.

The company previously entered into a revolving line of credit of up to $2,000,000 with Mandragola, with each advance evidenced by a 12% convertible promissory note. As additional consideration, BiomX granted Mandragola a five-year warrant to purchase up to 2,000,000 common shares at $12.00 per share, with a cashless exercise feature and subject to stockholder approval. Following this issuance, BiomX has 11,160,153 common shares outstanding.

Insights

Capital structure and financing analyst

BiomX adds costly convertible funding and equity-linked incentives, increasing potential dilution.

BiomX Inc. has a revolving line of credit up to $2,000,000 from Mandragola, with 12% simple annual interest and conversion at the stock’s prior closing price. This mix of debt and equity conversion gives the company flexibility to fund operations and its DFSL acquisition-related advances.

As partial repayment, about $379,000 in principal was converted into 1,013,637 restricted shares, and BiomX granted a five-year warrant for up to 2,000,000 shares at $12.00 per share with cashless exercise, subject to stockholder approval under NYSE American rules. These instruments add equity overhang alongside interest expense.

After the conversion, common shares outstanding total 11,160,153. Future use of the credit line or warrant exercise would depend on Mandragola’s choices and stockholder approval, and subsequent company filings may detail additional draws or conversions tied to this arrangement.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Restricted shares issued: 1,013,637 shares Principal converted: approximately $379,000 Revolving line of credit: $2,000,000 +4 more

7 metrics

Restricted shares issued 1,013,637 shares Conversion of Mandragola convertible promissory note on June 2, 2026

Principal converted approximately $379,000 Portion of Mandragola note converted into equity

Revolving line of credit $2,000,000 Maximum availability under Credit Line with Mandragola

Interest rate on notes 12% per year Simple annual interest on each convertible promissory note

Warrant share amount 2,000,000 shares Maximum common shares purchasable under five-year warrant

Warrant exercise price $12.00 per share Exercise price for Mandragola warrant, cashless exercise allowed

Shares outstanding 11,160,153 shares Common stock issued and outstanding after conversion issuance

Key Terms

convertible promissory note, revolving line of credit, cashless exercise feature, Section 4(a)(2) of the Securities Act, +1 more

5 terms

convertible promissory note financial

"Each advance is evidenced by a convertible promissory note bearing simple annual interest at 12%"

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.

revolving line of credit financial

"entered into a Line of Credit Agreement establishing 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.

cashless exercise feature financial

"a five-year warrant to purchase up to 2,000,000 shares of Common Stock at an exercise price of $12.00 per share, with a cashless exercise feature"

Section 4(a)(2) of the Securities Act regulatory

"The warrant was issued to Mandragola in reliance on Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities"

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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): June 2, 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 3.02 Unregistered Sales of Equity Securities

On June 2, 2026, BiomX Inc. (the “Company”) issued 1,013,637 restricted shares of common stock to three individual assignees upon the partial conversion of an outstanding convertible promissory note (the “Conversion Shares”) originally issued to Mandragola Ltd., a company formed under the laws of the State of Israel (“Mandragola”).

As previously disclosed, on May 13, 2026, the Company and Mandragola entered into a Line of Credit Agreement establishing a revolving line of credit of up to $2,000,000 (the “Credit Line”) available to the Company or any operating subsidiary. Each advance is evidenced by a convertible promissory note bearing simple annual interest at 12% and convertible into shares of the Company’s common stock at the closing price of the Common Stock on the trading day immediately preceding delivery of the notice of conversion. The parties also agreed that prior advances made by Mandragola in respect of the Company’s acquisition of a controlling stake in Dr. Frucht Systems Ltd. (“DFSL”) are deemed to be advances within the Credit Line. As additional consideration for making the Credit Line available, the Company also issued to Mandragola a five-year warrant to purchase up to 2,000,000 shares of Common Stock at an exercise price of $12.00 per share, with a cashless exercise feature. The shares issuable upon exercise of the warrant are subject to obtaining stockholder approval under the applicable rules of the NYSE American. The warrant was issued to Mandragola in reliance on Section 4(a)(2) of the Securities Act.

The Conversion Shares were issued upon the conversion of approximately $379,000 in principal amount extended by Mandragola.

The Conversion Shares have not been registered under the Securities Act of 1933 (as amended, the “Securities Act”) or under any state securities law and were offered and issued, as applicable, in reliance upon the exemption from registration requirements of the Securities Act set forth in Section 4(a)(2) of the Securities Act. The Company did not engage in a general solicitation or advertising regarding the issuance of the shares.

As a result of the foregoing issuance, the Company currently has 11,160,153 shares of common stock issued and outstanding.

A copy of the Credit Line, the form of Note and the Warrant issued to Mandragola in connection with the Credit Line are attached as exhibits 10.1, 4.1 and 4.2 respectively.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of 12% Convertible Promissory Note
4.2		Warrant to Purchase Common Stock, dated May 13, 2026
10.1		Line of Credit Agreement, dated as of May 13, 2026, between BiomX Inc. and Mandragola Ltd.
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: June 5, 2026
By:	/s/ Michael Oster
Name:	Michael Oster
Title:	Chief Executive Officer

3

FAQ

What did BiomX Inc. (PHGE) announce about new share issuance?

BiomX issued 1,013,637 restricted common shares upon partial conversion of a Mandragola-held convertible promissory note. About $379,000 of principal was converted into equity, increasing the company’s outstanding common stock to 11,160,153 shares after the transaction.

What are the key terms of BiomX (PHGE) line of credit with Mandragola?

BiomX has a revolving line of credit up to $2,000,000 from Mandragola. Each advance carries 12% simple annual interest and is convertible into BiomX common stock at the closing price on the trading day before a conversion notice.

What warrant did BiomX Inc. (PHGE) grant to Mandragola?

BiomX issued a five-year warrant allowing Mandragola to purchase up to 2,000,000 shares of common stock at an exercise price of $12.00 per share. The warrant includes a cashless exercise feature and requires stockholder approval under NYSE American rules.

How were BiomX (PHGE) Conversion Shares issued under securities laws?

The 1,013,637 Conversion Shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act. BiomX relied on this private-offering exemption and did not use general solicitation or advertising in connection with the issuance of the shares.

How many BiomX Inc. (PHGE) shares are now outstanding?

Following the conversion-related issuance, BiomX has 11,160,153 shares of common stock issued and outstanding. This reflects the addition of 1,013,637 restricted shares issued to three assignees of the Mandragola convertible promissory note.

What prior advances are included in BiomX (PHGE) credit line treatment?

Prior advances made by Mandragola in connection with BiomX’s acquisition of a controlling stake in Dr. Frucht Systems Ltd. are deemed advances within the $2,000,000 revolving line of credit, aligning earlier funding with the new convertible credit structure.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 LINE OF CREDIT AGREEMENT, DATED AS OF MAY 13, 2026, BETWEEN BIOMX INC. AND MANDR 23.6 KB

Other Documents

• EX-4.1 FORM OF 12% CONVERTIBLE PROMISSORY NOTE 30.2 KB
• EX-4.2 WARRANT TO PURCHASE COMMON STOCK, DATED MAY 13, 2026 116.8 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