BiomX Seeks Reverse Stock Split, Director Elections at Oct. 16 Annual Meeting

TL;DR

**PHGE is pushing a reverse stock split to save its listing, but this is a high-risk bet that could just delay the inevitable.**

AI Summary

BiomX Inc. (PHGE) is holding its 2025 Annual Meeting on October 16, 2025, where stockholders will vote on several critical proposals. The most significant is the authorization for the Board of Directors to effect a reverse stock split of common stock at a ratio between 1-for-5 and less than 1-for-20, aimed at potentially increasing the per-share price and maintaining NYSE American listing compliance. Stockholders will also elect three Class II directors to serve until the 2028 annual meeting and ratify the appointment of Kesselman & Kesselman as the independent registered public accounting firm for fiscal year 2025. As of the August 22, 2025 record date, 26,554,887 shares of common stock were outstanding and entitled to vote. The company's 2024 Annual Report to Stockholders contains a record of business activities for the prior fiscal year, which would detail revenue and net income, though specific dollar amounts are not provided in this proxy statement. The virtual meeting format at www.virtualshareholdermeeting.com/PHGE2025 is designed for greater participation.

Why It Matters

This DEF 14A filing is crucial for BiomX Inc. investors as it outlines a potential reverse stock split, a move often signaling efforts to boost share price and maintain exchange listing, directly impacting stock liquidity and investor perception. For employees, the company's stability and future growth trajectory, influenced by these strategic decisions, could affect job security and equity value. Customers and the broader market will watch to see if these corporate actions stabilize the company, potentially enabling continued research and development in its competitive biotech space. The reverse split, if approved, could make PHGE shares more attractive to institutional investors, but also carries risks of further price decline.

Risk Assessment

Risk Level: high — The proposal for a reverse stock split at a ratio between 1-for-5 and less than 1-for-20 indicates a significant concern about the company's stock price, likely to maintain NYSE American listing requirements. Such a move often signals underlying financial distress or a lack of investor confidence, and historically, reverse stock splits do not guarantee sustained price improvement, with many companies experiencing further declines post-split. The Board's discretion to implement the split at any time before October 16, 2026, adds uncertainty.

Analyst Insight

Investors should carefully evaluate the implications of a reverse stock split, as it often precedes further stock price depreciation. Consider the company's underlying fundamentals and financial health, as this move is typically a last resort to avoid delisting. Monitor the stock closely post-split for any sustained price improvement or continued decline.

Key Numbers

• 1-for-5 — Minimum reverse stock split ratio (Board authorized to amend certificate of incorporation for reverse stock split)
• 1-for-20 — Maximum reverse stock split ratio (Board authorized to amend certificate of incorporation for reverse stock split)
• October 16, 2025 — Date of Annual Meeting (Stockholders will vote on key proposals)
• August 22, 2025 — Record Date for voting (Determines stockholders entitled to vote at the Annual Meeting)
• 26,554,887 — Common Stock outstanding (Total shares entitled to vote as of the Record Date)
• October 16, 2026 — Reverse split implementation deadline (Board has discretion to effect reverse split until this date)
• 3 — Number of Class II directors (To be elected to serve until the 2028 annual meeting)
• 8:00 a.m. Eastern Time — Annual Meeting start time (Virtual meeting will commence at this time)

Key Players & Entities

• BiomX Inc. (company) — Registrant and company holding the Annual Meeting
• Jonathan Solomon (person) — Chief Executive Officer of BiomX Inc.
• Marina Wolfson (person) — Chief Financial Officer of BiomX Inc.
• Kesselman & Kesselman (company) — Independent registered public accounting firm for Fiscal 2025
• PricewaterhouseCoopers International Limited (company) — Member firm affiliation of Kesselman & Kesselman
• Continental Stock Transfer & Trust Company, Inc. (company) — Transfer agent for BiomX Inc.
• NYSE American LLC (regulator) — Exchange where BiomX Inc. is listed, with rules affecting broker voting
• $0.0001 (dollar_amount) — Par value per share of Common Stock and Preferred Stock
• 26,554,887 (dollar_amount) — Shares of Common Stock outstanding and entitled to vote as of August 22, 2025
• 147,512 (dollar_amount) — Shares of Preferred Stock outstanding as of August 22, 2025

FAQ

Industry Context

BiomX Inc. operates in the biotechnology sector, focusing on developing microbiome-based therapies. This industry is characterized by high research and development costs, long development cycles, and significant regulatory hurdles. Companies in this space often seek strategic partnerships or financing to advance their pipelines, and maintaining stock exchange listing requirements is crucial for access to capital markets.

Regulatory Implications

The primary regulatory concern for BiomX Inc. highlighted in this filing is maintaining compliance with NYSE American listing standards, particularly regarding minimum share price. Failure to meet these standards could lead to delisting, impacting liquidity and investor confidence. The company's proposed reverse stock split is a direct measure to address this compliance issue.

What Investors Should Do

1. Vote on the proposed reverse stock split: Shareholders should carefully consider the implications of a reverse stock split (between 1-for-5 and less than 1-for-20) on their investment, particularly its impact on share price and potential for continued listing.
2. Elect Class II Directors: Review the qualifications of the nominated Class II directors and vote to ensure the board has experienced leadership aligned with the company's strategic goals.
3. Ratify the appointment of Kesselman & Kesselman: Approve the selection of the independent auditor to ensure the integrity and accuracy of the company's financial reporting for fiscal year 2025.

Key Dates

• 2025-10-16: 2025 Annual Meeting of Stockholders — Stockholders will vote on critical proposals including a reverse stock split and director elections.
• 2025-08-22: Record Date for voting — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-08-28: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders how to access proxy materials online, facilitating cost reduction and environmental impact mitigation.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document outlines the key proposals and information for BiomX Inc.'s 2025 Annual Meeting.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (BiomX Inc. is seeking authorization for a reverse stock split to potentially increase its per-share price and maintain NYSE American listing compliance.)

Class II Directors

A category of directors on a company's board, typically elected for a staggered term. (Three Class II directors are up for election at the 2025 Annual Meeting, with terms extending until 2028.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to provide an independent opinion on its financial statements. (The appointment of Kesselman & Kesselman as the firm for fiscal year 2025 is subject to stockholder ratification.)

Notice of Internet Availability of Proxy Materials

A notice sent to shareholders informing them that proxy materials are available online, rather than being mailed in full. (BiomX Inc. is using this method to distribute its proxy materials for the 2025 Annual Meeting to reduce costs and environmental impact.)

Year-Over-Year Comparison

This DEF 14A filing for the 2025 Annual Meeting focuses on upcoming proposals and corporate governance matters, including a critical reverse stock split authorization. Specific financial performance metrics like revenue and net income for the prior fiscal year (2024) are referenced in the 2024 Annual Report but not detailed within this proxy statement itself. The key financial focus here is on the potential impact of the reverse split on share price and exchange listing compliance, rather than year-over-year financial performance comparisons.

Key Financial Figures

• $0.0001 — y's outstanding common stock, par value $0.0001 per share, at any ratio between at leas

Filing Documents

• ea0254973-def14a_biomx.htm (DEF 14A) — 438KB
• image_001.jpg (GRAPHIC) — 8KB
• image_002.jpg (GRAPHIC) — 79KB
• image_003.jpg (GRAPHIC) — 82KB
• image_004.jpg (GRAPHIC) — 165KB
• image_005.jpg (GRAPHIC) — 141KB
• 0001213900-25-081814.txt ( ) — 2223KB
• phge-20250828.xsd (EX-101.SCH) — 11KB
• phge-20250828_def.xml (EX-101.DEF) — 5KB
• phge-20250828_lab.xml (EX-101.LAB) — 38KB
• phge-20250828_pre.xml (EX-101.PRE) — 4KB
• ea0254973-def14a_biomx_htm.xml (XML) — 74KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 34

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 34 DELINQUENT SECTION 16(a) REPORTS 36 HOUSEHOLDING OF PROXY MATERIALS 36 STOCKHOLDER PROPOSALS 36 OTHER MATTERS 37 i PROXY STATEMENT DATED AUGUST 28, 2025 BIOMX INC. 22 EINSTEIN St., 4 th Floor, Ness Ziona 7414003, Israel PROXY STATEMENT FOR THE 2025 Annual Meeting OF STOCKHOLDERS TO BE HELD ON OCTOBER 16, 2025 AT 8:00 A.M. Eastern Time GENERAL INFORMATION As used in this proxy statement, "we," "us" and "our" refer to BiomX Inc. The term "Annual Meeting," as used in this proxy statement, refers to the 2025 Annual Meeting of Stockholders and includes any adjournment or postponement of such meeting. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING The following section provides answers to frequently asked questions about the Annual Meeting. This section, however, only provides summary information. These questions and answers may not address all issues that may be important to you as a stockholder. You should carefully read this entire proxy statement, including Annex A. When are this proxy statement and the accompanying materials scheduled to be sent to stockholders? Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about August 28, 2025, we will send you a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability"). Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? Pursuant to rules adopted by the SEC, the proxy materials, including the Notice of 2025 Annual Meeting of Stockholders (the "Notice of Annual Meeting"), this Proxy Statement and the accompanying proxy card or, for shares held in street name ( i.e. , held for your account by a broker or other nominee), voting instruction form, and our 2024 Annual Report to Stockholders (

View Full Filing

View this DEF 14A filing on SEC EDGAR