BiomX Inc. (PHGE) received an updated ownership report from Nantahala Capital Management and its principals, Wilmot B. Harkey and Daniel Mack. As of December 31, 2025, they may be deemed to beneficially own 156,696 shares of common stock, or 9.99% of the outstanding class.
This total includes 41,901 shares that can be acquired within sixty days through warrant exercises. The reporting persons have no sole voting or dispositive power, but share voting and dispositive power over all 156,696 shares. A Nantahala-advised fund, BLACKWELL PARTNERS LLC - SERIES A, has rights to dividends and sale proceeds on more than five percent of the outstanding shares reported.
BiomX Inc. reported several changes to its Board of Directors. On February 9 and February 11, 2026, Jonathan Leff and Jesse Goodman resigned from the Board for personal reasons, and both indicated they had no disagreements with the company’s operations, policies, or practices.
The company is searching for new directors and has already filled one of the vacancies. On February 13, 2026, the Board appointed Liat Bidas as a Class II director, with a term running until the 2028 annual stockholders’ meeting. She brings experience in investment, real estate, and medical devices, and currently serves as a director at BioView, listed on the Tel Aviv Stock Exchange.
The Board determined that Ms. Bidas is independent under NYSE American rules. She will receive the standard director compensation, with annual cash fees prorated, and the company will enter into an indemnification agreement with her on the same form used for its other directors.
BiomX Inc. has called a virtual special stockholder meeting on February 25, 2026 to vote on approving a previously completed private financing and related share issuance limits under NYSE American rules.
Proposal 1 seeks authorization, for NYSE American Section 713(a) purposes, to issue common shares underlying (i) 3,300 shares of Series Y Convertible Preferred Stock, initially convertible into up to 1,650,000 common shares at $2.00 per share, and (ii) warrants to purchase up to 3,300,000 common shares at $2.00 plus 99,000 placement agent warrants at $2.50.
The Series Y Preferred Stock carries a 15% annual dividend, compounded quarterly and payable in cash or additional common shares, which can further increase the share count. The company notes that these issuances, together with any dividend and adjustment shares, could exceed 19.99% of the 1,593,516 common shares outstanding as of February 3, 2026 and may significantly dilute existing holders and pressure the stock price.
Proposal 2 would allow the board to adjourn or postpone the meeting to continue soliciting votes on Proposal 1 if necessary. The board unanimously recommends voting “FOR” both proposals.
Deerfield-managed funds have updated their ownership and governance relationship with BiomX Inc. In this Schedule 13D amendment, Deerfield Private Design Fund V, Deerfield Healthcare Innovations Fund II and related management entities report beneficial ownership of 989,056 shares of BiomX common stock, representing 9.99% of the outstanding shares based on 1,593,516 shares outstanding as of February 3, 2026.
The position includes common shares, shares issuable upon conversion of Series X Preferred Stock and shares underlying currently exercisable warrants, all subject to a 9.99% “Beneficial Ownership Limitation” that caps how many shares can be held after conversion or exercise. The filing also notes that Jonathan Leff, a partner of Deerfield Management, resigned from BiomX’s board of directors effective February 9, 2026. The reporting persons state that no transactions in BiomX common stock were effected during the past 60 days.
BiomX Inc. reports the deconsolidation of its insolvent Israeli subsidiary, BiomX Israel, after a court-appointed trustee terminated the subsidiary’s CEO and CFO on February 4, 2026, which the company treats as a change of control and a disposition of significant assets.
As of September 30, 2025, pro forma total assets fall from 26,168 to 22,070, and stockholders’ equity declines from 10,486 to 8,476. Pro forma nine-month 2025 net loss narrows from 22,862 to 5,942, while 2024 results shift from a historical net loss of 17,727 to pro forma net income of 2,050, including a 1,827 loss on disposition.
The officers terminated at BiomX Israel — CEO Jonathan Solomon, CFO Marina Wolfson and Chief Development Officer Merav Bassan — continue in their corresponding roles at BiomX Inc., and will receive severance and advance notice payments tied to their subsidiary terminations.
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.