Biomx Inc SEC Filings

BiomX Inc. is registering up to 5,310,933 shares of common stock, including up to 261,933 dividend shares, for resale by existing investors under a new prospectus.

The shares consist of stock issuable upon conversion of Series Y preferred shares, exercise of related warrants, and stock dividends. As of February 3, 2026, 1,593,516 shares were outstanding, so full issuance would significantly increase the share count and dilute existing holders. The company recently completed a 1-for-19 reverse stock split, discontinued its BX004 cystic fibrosis program, and its Israeli subsidiary entered insolvency proceedings, leaving BiomX without operational control of that unit. To raise capital, BiomX completed a private placement of 3,300 Series Y preferred shares, initially convertible at $2.00 per share and carrying a 15% annual dividend, plus warrants for 3,300,000 shares at $2.50. The preferred and warrants include ownership caps, dividend step-ups after triggering events, redemption rights, and restrictive covenants that can limit new debt and equity issuance, while warrant exercises for cash could provide general corporate funding.

BiomX Inc. shareholder Orin Hirschman and AIGH Capital Management LLC have filed Amendment No. 1 to a Schedule 13G reporting a small passive stake in the company. The reporting persons disclose beneficial ownership of 38,175 shares of BiomX common stock, representing approximately 0.1% of the outstanding class.

They report no power to vote these shares but sole power to dispose of them. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of BiomX Inc.

Pyu Pyu Capital and Reuven Yeganeh filed a Schedule 13D showing beneficial ownership of 381,422 shares of BiomX Inc.19.99% of the class. This position arises from a private placement where BiomX issued 3,300 shares of Series Y Convertible Preferred Stock with an aggregate stated value of $3.3 million and Warrants for 3,300,000 common shares, for $3.0 million gross proceeds.

The Series Y Preferred carries a 15% annual dividend, a one-year maturity and an initial conversion price of $2.00 per share, with price resets after required stockholder approval. The Warrants are immediately exercisable at $2.00 per share for five years, with a similar reset feature. Both the preferred and Warrants are subject to a 19.99% beneficial ownership cap under NYSE American rules.

Pyu Pyu obtained the right to designate up to two directors, and Yeganeh has already been appointed to the BiomX board. A Registration Rights Agreement requires BiomX to register the resale of common shares underlying the preferred and Warrants and to keep that registration effective for a specified period.

BiomX Inc. director and 10% owner Reuven Yeganeh filed an initial Form 3 reporting indirect holdings through Pyu Pyu Capital, LLC as of January 13, 2026. The filing shows Series Y Convertible Preferred Stock initially convertible into 1,650,000 shares of common stock at $2.00 per share, with customary anti-dilution adjustments and potential further adjustment upon requisite stockholder approval. It also reports Common Stock Purchase Warrants for 3,300,000 shares of common stock at an exercise price of $2.00, exercisable from January 2, 2026 and expiring on January 2, 2031. According to the filing, Pyu Pyu Capital, LLC holds these securities, and Yeganeh is its sole member with sole voting and dispositive power.

BiomX Inc. reports that it has closed a previously announced private placement, created a new preferred share class, and adjusted its board structure. On January 13, 2026, the company completed a private placement tied to a Securities Purchase Agreement dated December 26, 2025 and, in connection with the closing, issued 3,300 shares of Series Y Convertible Preferred Stock along with warrants to purchase common stock. The company filed a Certificate of Designations in Delaware to establish the rights of this new Series Y preferred stock.

The board had previously expanded to nine members and appointed Reuven Yeganeh as a Class 1 director, effective at the private placement closing, with a term running until the 2027 annual meeting, subject to the Lead Buyer maintaining at least 9.99% beneficial ownership of common stock on an as-converted basis. BiomX determined that Mr. Yeganeh qualifies as an independent director under NYSE American rules and entered into a standard-form indemnification agreement with him, consistent with those for its other directors.

BiomX Inc. reported that its wholly owned subsidiary, Adaptive Phage Therapeutics, LLC (APT), has terminated its lease for premises in Gaithersburg, Maryland, effective December 31, 2025. The termination was completed through a Seventh Amendment to the lease agreement with the landlord, ARE-708 Quince Orchard, LLC.

Under this amendment, APT agreed to make a one-time payment of $800,000 to the landlord, and the landlord confirmed its draw on an existing letter of credit of $153,557.68. After these conditions and other requirements in the amendment are satisfied, the landlord agreed to release APT and BiomX from any further obligations and liabilities under the lease, except for certain limited obligations that continue.

BiomX Inc. entered into a private placement with an investor, agreeing to sell 3,300 shares of new Series Y Convertible Preferred Stock with an aggregate stated value of $3.3 million and related warrants for expected gross proceeds of $3.0 million before fees. The Series Y Preferred Stock carries a 15% annual dividend, a one-year maturity, and is initially convertible into common stock at $2.00 per share, with the conversion price subject to potential reduction after stockholder approval based on the market price.

The investor will also receive warrants to purchase 3,300,000 common shares at an initial exercise price of $2.00, exercisable immediately for five years, with a similar potential exercise-price reduction after stockholder approval. Beneficial ownership is capped at up to 19.99% before such approval, and BiomX will seek stockholder approval within 60 days and file a resale registration statement within 30 days of closing. The investor may designate up to two directors depending on its ownership level, and placement agent H.C. Wainwright & Co. will receive cash fees and 99,000 warrants at an exercise price of $2.50.

BiomX Inc. reported that its Israeli subsidiary, BiomX Ltd., will seek insolvency proceedings under the Israeli Insolvency and Financial Regulation law 5778-2018. This follows the earlier discontinuation of a Phase 2b clinical study after the company concluded that the timelines and resources required for an alternative dosing strategy exceeded its available resources.

In light of these limited financial resources, the BiomX Ltd. board authorized filing the insolvency application on December 11, 2025. BiomX Inc. states that it is evaluating strategic options and continues to own its BX011 program for diabetic foot infections, which is being conducted by its other subsidiary, Adaptive Phage Therapeutics, Inc.

BiomX Inc. reported that it is discontinuing its ongoing Phase 2b clinical trial of BX004 in cystic fibrosis patients with chronic Pseudomonas aeruginosa infections. Management concluded that the timelines and resources needed to pursue an alternative dosing strategy recommended by the independent Data Monitoring Committee were beyond the company’s available resources.

BiomX is implementing cost-cutting measures, including a significant reduction of its workforce, and plans to concentrate its efforts on advancing its bacteriophage-based therapeutics, particularly BX011 for diabetic foot infections, if sufficient financial and other resources are available. The company is also reviewing other strategic alternatives while noting that these plans involve forward-looking statements subject to substantial risks and uncertainties.