BiomX details leadership exits and new CFO

BiomX Inc. reported significant leadership changes and a delayed shareholder vote.

Rhea-AI Filing Summary

BiomX Inc. reported significant leadership changes and a delayed shareholder vote. On February 24, 2026, its Chief Financial Officer and Chief Development Officer resigned, and on February 25, 2026, three directors resigned from the Board and all committees. The company stated that none of these resignations involved any disagreement over operations, policies, or practices.

On February 27, 2026, the Board appointed David Rokach as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, citing his executive, governance and investment experience. Separately, a Special Meeting of Stockholders convened on February 25, 2026 was adjourned due to lack of quorum and is expected to reconvene on March 11, 2026, with the record date remaining February 3, 2026 and no changes to the proposals.

Positive

• None.

Negative

• Concentrated leadership turnover: Resignations of the Chief Financial Officer, Chief Development Officer and three directors within days may signal governance instability, even though the company states there were no disagreements over operations, policies or practices.

Insights

Corporate governance analyst

Multiple resignations signal governance churn, partly offset by a new CFO.

BiomX Inc. disclosed clustered leadership changes: the Chief Financial Officer, Chief Development Officer, and three directors resigned within two days, although the company specifies there were no disagreements on operations, policies, or practices. Such concentration of departures can raise questions about long-term board and management stability.

The Board quickly appointed David Rokach as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, highlighting his experience in executive leadership, public company governance and investment strategy. This mitigates immediate management gaps but does not fully address the broader turnover at the board level.

The Special Meeting of Stockholders on February 25, 2026 was adjourned for lack of quorum and is planned to reconvene on March 11, 2026, with the same proposals and record date of February 3, 2026. The adjournment underscores current shareholder engagement levels; outcomes of the reconvened meeting will clarify investor support for the company’s agenda.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership changes did BiomX Inc. (PHGE) disclose in this 8-K?

BiomX reported the resignation of its Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Chief Development Officer, and three directors. The company stated that none of these resignations resulted from any disagreement regarding its operations, policies, or practices, but they still represent notable governance turnover.

Who is the new Chief Financial Officer of BiomX Inc. (PHGE)?

BiomX appointed David Rokach as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer effective February 27, 2026. The company highlighted his experience in executive leadership, public company governance and investment strategy as key qualifications for the role, following the resignation of former CFO Marina Wolfson.

Did BiomX Inc. indicate any disagreements behind the management and board resignations?

BiomX stated that neither the executive resignations nor the resignations of three directors resulted from any disagreement with the company regarding its operations, policies or practices. This language aims to reassure investors that the departures are not tied to disclosed internal disputes or policy conflicts.

What happened at BiomX Inc.’s February 25, 2026 Special Meeting of Stockholders?

The Special Meeting convened on February 25, 2026 but was adjourned without conducting business because a quorum was not present. BiomX intends to reconvene the meeting on March 11, 2026, keeping February 3, 2026 as the record date and leaving all proposals unchanged.

When will BiomX Inc. (PHGE) reconvene its adjourned Special Meeting?

BiomX plans to reconvene its Special Meeting of Stockholders on March 11, 2026 at 8:00 a.m. Eastern Time, held virtually via www.virtualshareholdermeeting.com. The record date remains February 3, 2026, and the proposals are unchanged from the definitive proxy filed February 13, 2026.

How many directors resigned from BiomX Inc.’s Board according to this filing?

Three directors—Greg Merril, Edward Williams, and Susan Blum—resigned from the Board and all Board committees on February 25, 2026. The company noted that none of these resignations stemmed from disagreements regarding operations, policies, or practices, but they still reduce Board continuity.

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

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Accepted by SEC EDGAR 03/02/2026 - 04:05 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): February 24, 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, DE		19904
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +972 52 437 4900

n/a

(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		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. 

Resignation of Executive Officers

On February 24, 2026, (i) Marina Wolfson tendered her resignation as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of BiomX Inc. (the “Company”) and (ii) Dr. Merav Bassan tendered her resignation as the Chief Development Officer of the Company, in each case, effective as of the same date. Neither resignation resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Resignation of Directors

On February 25, 2026, Greg Merril, Edward Williams, and Susan Blum each tendered their resignation from the Board of Directors of the Company (the “Board”) and all Board committees thereto, in each case, effective as of the same date. None of the resignations from the Board resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Chief Financial Officer

On February 27, 2026, to fill the executive vacancy resulting from Ms. Wolfson’s resignation, the Board appointed David Rokach to serve as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company, effective as of the same date.

Mr. Rokach, age 58, has served as a director of the board of directors of Nukkleus Inc., a financial technology and multi-asset trading company since 2024, providing strategic oversight, corporate governance guidance and financial guidance. From 2017 to 2025, he served as Chief Executive Officer, partner and senior manager of Newcom Finance, a financial services firm focused on pension fund management and portfolio construction, where he oversaw firm-wide operations and strategic growth initiatives and was responsible for the construction and management of pension portfolios including provident and study funds. From 2021 to 2023, he served as Chief Executive Officer of Granit Investment Company, an investment management firm where he led firm operations, employee management and organizational strategy and implemented investment policies for multi-asset portfolios. Throughout his career, since 2014, Mr. Rokach has served as an independent strategic consultant, advising corporations and hedge funds specializing in diversified portfolios. The Company believes Mr. Rokach’s background provides experience in executive leadership, public company governance and investment strategy essential to the role of Chief Financial Officer.

There is no arrangement or understanding between Mr. Rokach and any other person pursuant to which Mr. Rokach was selected as Chief Financial Officer. There are no family relationships between Mr. Rokach and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions involving Mr. Rokach that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On February 25, 2026, the Company convened its Special Meeting of Stockholders (the “Special Meeting”). Because a quorum was not present, the Company adjourned, without conducting any business, the Special Meeting 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 announced in the Special Meeting, the Company intends to reconvene the Special Meeting on March 11, 2026, 8:00 a.m. Eastern Time, virtually at www.virtualshareholdermeeting.com/PHGE2026SM. The record date for determination of stockholders entitled to vote at the Special Meeting remains February 3, 2026. No changes have been made to the proposals to be voted on at the Special Meeting. 

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.
March 2, 2026	By:	/s/ Jonathan Solomon
		Name:	Jonathan Solomon
		Title:	Chief Executive Officer

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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