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.
BiomX Inc. reported a change in its independent auditor. On July 1, 2026, the Audit Committee and Board dismissed Kesselman & Kesselman, a member firm of PwC, as the company’s independent registered public accounting firm.
PwC’s audit reports for the fiscal years ended December 31, 2024 and December 31, 2025 contained no adverse opinions or scope or principle qualifications, but each included an explanatory paragraph expressing substantial doubt about BiomX’s ability to continue as a going concern.
The Board approved the engagement of Barzily & Co. as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, effective July 1, 2026. BiomX states there were no disagreements or reportable events with PwC and that it did not previously consult Barzily on accounting or audit issues before this appointment.
BiomX Inc. is registering 7,163,000 shares of common stock for resale by selling stockholders. The shares include 2,223,000 already issued shares, 4,615,000 shares underlying warrants and up to 325,000 shares issuable upon conversion of a $3,000,000 note. BiomX will not receive proceeds from resales, only potential cash from warrant exercises.
The shares were issued as consideration for two April 2026 acquisitions, Water IO (Zorronet) and Mandragola (DFSL), as part of a strategic pivot from phage therapies to defense, security and critical infrastructure technologies. The company highlights that full issuance could significantly dilute existing holders.
BiomX faces substantial risks: a going concern qualification, a stockholders’ deficit, NYSE American continued listing deficiencies with a remediation plan through September 25, 2027, high dependence on new Israeli defense subsidiaries and complex earnout and bonus obligations tied to Zorronet and DFSL performance.
BiomX Inc. reported results from its 2026 Annual Meeting of Stockholders held virtually on June 26, 2026. Stockholders representing 4,518,349 shares, about 40.5% of the 11,160,153 shares outstanding as of June 2, 2026, were present, forming a quorum.
Stockholders elected Ran Shaked as the Class III director to serve until the 2029 Annual Meeting, with 5,120,627 votes for and 39,796 withheld. They also approved an amendment to the 2026 Equity Incentive Plan, increasing reserved shares by 5,460,000 to a total of 6,850,000. An adjournment proposal was approved but ultimately not used because the other proposals passed.
BiomX Inc. furnished an updated investor presentation and press release describing its completed strategic transition into a defense and security technology holding company. The company is now focused on technologies that identify, analyze, and respond to physical threats, particularly as UAVs and autonomous systems reshape defense and homeland security needs.
The portfolio currently includes 100%-owned Zorronet, an AI-based autonomous C5ISR platform that fuses data from sensors and systems to prioritize threats, and DFSL, in which BiomX holds a 60% stake and which provides LADAR-based detection for perimeter, border, and counter‑UAS applications. The materials outline a detection–analysis–response operating architecture, leadership with deep defense and intelligence experience, and near-term goals around portfolio integration, commercial expansion, and disciplined M&A. They also reiterate that BiomX is working under a NYSE American compliance plan amid risks related to going concern, capital needs, export controls, and customer concentration.
Deerfield-affiliated funds report reduced ownership in BiomX Inc. common stock, now below the 5% reporting threshold. Deerfield Management Company, L.P. and James E. Flynn each report beneficial ownership of 533,370 shares, representing 4.70% of BiomX’s common stock, based on 11,160,153 shares outstanding as of June 2, 2026.
Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. each report 266,424 shares, or 2.37% of the class, including 177,789 shares of common stock and 88,635 shares underlying currently exercisable warrants. These warrants are subject to a 9.99% Beneficial Ownership Limitation that caps ownership upon exercise. As of June 16, 2026, the reporting group ceased to beneficially own more than five percent of BiomX’s common stock.
PFI Genomics, Inc. (PHGE) files a prospectus supplement to offer up to $5,061,000 of Common Stock under its At-the-Market sales agreement with H.C. Wainwright & Co.
The supplement updates the available aggregate offering price under the company’s Form S-3 shelf and states the company has sold approximately $1,376,214 of Common Stock under the agreement to date. It cites an aggregate market value of non-affiliate shares of $19,250,906 based on 10,462,449 non-affiliate shares at $1.84 per share as of April 17, 2026. The filing states there were 11,797,449 shares outstanding as of June 16, 2026 and reports a last reported sale price of $0.555 per share on June 15, 2026.
BiomX Inc. announced that NYSE Regulation has accepted its plan to regain compliance with NYSE American’s continued listing standards, giving the company until September 25, 2027 to meet the requirements. BiomX had previously fallen out of compliance due to a stockholders’ deficit of $(1.302 million) as of December 31, 2025 and multi-year operating losses.
During the plan period, BiomX’s common stock will continue trading on NYSE American under the PHGE symbol, but with a “.BC” below-compliance indicator and inclusion on the exchange’s noncompliant issuers list. If BiomX fails to regain compliance or make sufficient progress under the plan, NYSE Regulation may start delisting proceedings. The company states it intends to execute the initiatives in the plan while continuing normal business operations focused on threat-detection technologies for defense and security markets.
BiomX Inc. filed an amended current report to add detailed financial information for its recent acquisitions of Israeli defense-technology businesses Zorronet Ltd. and Dr. Frucht Systems Ltd. (DFSL). The filing now includes audited 2025 and 2024 financial statements and Q1 2026 interim results for both companies, plus unaudited pro forma combined figures for BiomX as of year-end 2025 and March 31, 2026. Zorronet reported 2025 revenue of $617 thousand and a net loss of $306 thousand, while DFSL reported 2025 revenue of $292 thousand and a net loss of $119 thousand. Both auditors highlighted substantial doubt about each company’s ability to continue as a going concern, and the notes describe significant geopolitical and security risks tied to operating in Israel.
BiomX Inc. is asking stockholders to vote at its June 26, 2026 virtual annual meeting on three items: electing Class III director Ran Shaked to a term ending at the 2029 annual meeting, approving a major amendment to its 2026 Equity Incentive Plan, and a possible adjournment.
The equity plan amendment would increase the shares of common stock reserved for awards under the 2026 Plan to 6,850,000 shares, up from 1,390,000, while shares outstanding were 11,160,153 as of June 2, 2026. The plan includes an automatic annual “Evergreen Mechanism” adding up to 4% of shares outstanding each year from 2027 through 2036, and features such as double‑trigger change‑in‑control vesting, no repricing without stockholder approval, and clawback provisions.
The proxy also details current board and committee composition, executive and director compensation for 2024–2025, equity award practices, and significant related‑party transactions, including a $3 million Series Y preferred financing with Pyu Pyu Capital LLC and stock‑ and note‑funded acquisitions of Zorro Net Ltd. and Dr. Frucht Systems Ltd. The board unanimously recommends voting “FOR” all three proposals.