| | Private Placement and Securities Purchase Agreement
On December 26, 2025, BiomX Inc., Inc., a Delaware corporation (the "Issuer"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Pyu Pyu, pursuant to which the Issuer issued and sold, in a private placement transaction, an aggregate of 3,300 shares of the Issuer's newly created Series Y Convertible Preferred Stock, par value $0.0001 per share (the "Series Y Preferred Stock"), with an aggregate stated value of $3.3 million, and warrants to purchase shares of the Issuer's Common Stock, par value $0.0001 per share (the "Common Stock"), for aggregate gross proceeds to the Issuer of $3.0 million, before deducting placement agent fees and other offering expenses. The source of funds for the transaction was the working capital of Pyu Pyu.
Each share of Series Y Preferred Stock of the Issuer has a stated value of $1,000 and is convertible into shares of Common Stock of the Issuer at a conversion price and on the terms and conditions set forth in the Certificate of Designations of Series Y Convertible Preferred Stock (the "Certificate of Designations"), as discussed below.
Pursuant to the Securities Purchase Agreement, the Issuer also agreed to issue to Pyu Pyu warrants to purchase up to an aggregate number of shares of Common Stock of the Issuer equal to 200% of the number of shares of Common Stock of the Issuer issuable upon conversion of the Series Y Preferred Stock of the Issuer (the "Warrants"), i.e., 3,300,000 shares of Common Stock of the Issuer. The Warrants are exercisable immediately upon issuance, subject to certain limitations set forth below, have an initial exercise price of $2.00, and expire five years from the date of issuance.
Further, pursuant to the Securities Purchase Agreement, the Issuer agreed to increase the size of the Issuer's board of directors (the "Board") by one seat and appoint a new director to be designated by Pyu Pyu, provided that Pyu Pyu beneficially owns at least 9.99% of the Issuer's outstanding shares of Common Stock. Pyu Pyu also has the right to designate a second director after the Issuer obtains the Stockholders' Approval (as defined below), provided that Pyu Pyu beneficially owns at least 19.99% of the Issuer's outstanding shares of Common Stock. On December 19, 2025, the Board increased the size of the Board to nine members and appointed Mr. Yeganeh to serve as a Class 1 director on the Board, effective as of the Closing, for a term ending at the Issuer's annual meeting of stockholders to be held in 2027, subject to Pyu Pyu beneficially owning, on an as-converted basis, at least 9.99% of the Issuer's shares of Common Stock.
The Securities Purchase Agreement contains customary representations and warranties of the Issuer and Pyu Pyu, covenants on the part of the Issuer, indemnification provisions and termination provisions.
Pursuant to the Securities Purchase Agreement, the Issuer agreed to hold a stockholders' meeting (the "Stockholders' Meeting") to submit to its stockholders for their consideration the approval of the issuance of the shares of Common Stock of the Issuer issuable upon conversion of the Series Y Preferred Stock of the Issuer and upon exercise of the Warrants into an aggregate of more than 19.99% of the outstanding shares of Common Stock of the Issuer in accordance with the rules of NYSE American LLC ("NYSE American", the "Stockholders' Approval") no later than 60 calendar days following the closing of the transactions contemplated by the Securities Purchase Agreement.
On January 13, 2026, the Issuer consummated the foregoing private placement pursuant to the Securities Purchase Agreement (the "Closing").
Series Y Preferred Stock; Certificate of Designations
The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series Y Preferred Stock of the Issuer are set forth in the Certificate of Designation, which was filed with the Secretary of State of the State of in connection with the Closing and the consummation of the private placement of shares of the Series Y Preferred Stock of the Issuer and the Warrants. On January 13, 2026, the Issuer issued 3,300 shares of the Series Y Preferred Stock of the Issuer to Pyu Pyu.
As a holder of Series Y Preferred Stock of the Issuer, Pyu Pyu is entitled to receive dividends on the stated value of the Series Y Preferred Stock of the Issuer at a rate of 15% per annum, payable quarterly, at the holder's sole election, either in cash or shares of Common Stock of the Issuer, subject to adjustment as set forth in the Certificate of Designations. Except as otherwise required by law or as expressly provided in the Certificate of Designations, the Series Y Preferred Stock of the Issuer does not have voting rights. Each share of Series Y Preferred Stock of the Issuer has a maturity of one year from the Closing.
The Certificate of Designations contains certain customary covenants of the Issuer, including restrictions on the Issuer's ability, without the consent of the holders of a majority of the outstanding shares of Series Y Preferred Stock of the Issuer, to authorize or issue securities ranking senior to or on parity with the Series Y Preferred Stock of the Issuer with respect to dividends, distributions or payments upon liquidation, dissolution or winding up of the Issuer, subject to certain exceptions set forth therein. The Series Y Preferred Stock of the Issuer ranks senior to the Issuer's Common Stock and to the Issuer's Series X Non-Voting Convertible Preferred Stock with respect to dividends, distributions and payments upon liquidation, dissolution or winding up of the Issuer.
The initial conversion price of the Series Y Preferred Stock of the Issuer is $2.00 per share of Common Stock, subject to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar transactions. In addition, following receipt of stockholder approval as required under the applicable rules of NYSE American, the conversion price will be reduced to equal the lower of (i) the conversion price, as defined in the Certificate of Designations (the "Conversion Price"), then in effect, and (ii) the closing sale price of the Common Stock on the trading day immediately prior to the date such stockholder approval is obtained.
Notwithstanding the foregoing, prior to the receipt of stockholder approval required under the rules of NYSE American, Pyu Pyu is prohibited from converting shares of Series Y Preferred Stock of the Issuer into shares of Common Stock of the Issuer if, as a result of such conversion, Pyu Pyu, together with any person whose beneficial ownership would be aggregated with Pyu Pyu's beneficial ownership for purposes of Section 13(d) or Section 16 of the Exchange Act, and taking into account also any shares of Common Stock of the Issuer issuable upon exercise of the Warrants held by Pyu Pyu or any such other Persons, would beneficially own more than 19.99% of the total number of shares of Common Stock of the Issuer issued and outstanding immediately after giving effect to such conversion.
Warrants
The exercise price of the Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. There is no established public trading market for the Warrants, and the Issuer does not intend to list the Warrants on any national securities exchange or nationally recognized trading system.
The Warrants were exercisable immediately upon issuance and have a term of five years from the date of issuance. Each Warrant entitles the holder thereof to purchase shares of Common Stock of the Issuer at an initial exercise price of $2.00, subject to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar transactions. In addition, following receipt of stockholder approval as required under the applicable rules of NYSE American, the exercise price will be reduced to equal the lower of (i) the exercise price then in effect and (ii) the closing sale price of the Common Stock on the trading day immediately prior to the date such stockholder approval is obtained.
Notwithstanding the foregoing, prior to the receipt of stockholder approval required under the rules of NYSE American, Pyu Pyu is prohibited from exercising Warrants if, as a results of such exercise, Pyu Pyu, together with any person whose beneficial ownership would be aggregated with Pyu Pyu's beneficial ownership purposes of Section 13(d) or Section 16 of the Exchange Act, taking into account also any shares of Common Stock of the Issuer issuable upon conversion of the Series Y Preferred Stock of the Issuer held by Pyu Pyu or any such other persons, would beneficially own more than 19.99% of the total number of shares of Common Stock of the Issuer issued and outstanding immediately after giving effect to such conversion.
The foregoing descriptions of the Securities Purchase Agreement, the Certificate of Designations, and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Schedule 13D and are incorporated herein by reference. |
| | The Pyu Pyu acquired the securities described in this Schedule 13D pursuant to various transactions and agreements with the Issuer, including without limitation those discussed in Item 3 of this Schedule 13D, which are incorporated herein by reference.
The Reporting Persons intend to review its investment in the Issuer on a continuing basis taking into consideration various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for shares of Common Stock of the Issuer, in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock of the Issuer or disposal of some or all of the shares of Common Stock of the Issuer owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in the open market or in privately negotiated transactions.
Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.
Depending upon each factor discussed above and any other factor (which may be unknown at this time) that is, or may become relevant, each Reporting Person may consider, among other things: (a) the acquisition by such Reporting Person of additional securities of the Issuer, the disposition of securities of the Issuer, or the exercise of convertible securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.
Except to the extent that the foregoing may be deemed to be a plan or proposal, each Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, each Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the shares of Common Stock of the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of this Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of the actions set forth above. |
