Tessera Defense & Homeland Security Inc.

DEF 14A 1 ea0234565-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Proxy Statement dated March 27, 2025

and first mailed to stockholders on or about March 27, 2025

Dear Stockholders:

You are cordially invited to attend a Special Meeting of Stockholders of BiomX Inc. at 8:00 a.m., Eastern Time, on April 21, 2025. The Special Meeting will be held entirely online to allow for greater participation. Stockholders may participate in the special meeting by visiting the following hosting URL: https://www.virtualshareholdermeeting.com/PHGE2025SM.

Your vote is very important! Whether or not you plan to attend the Special Meeting, we urge you to read the enclosed proxy statement and vote as soon as possible via the Internet, by telephone or, if you receive a paper proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form.

Thank you for your confidence and continued support.

Sincerely,

/s/ Jonathan Solomon

Jonathan Solomon

Chief Executive Officer

22 Einstein St., 4 th Floor

Ness Ziona 7414003, Israel

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held April 21, 2025

Notice is hereby given that a Special Meeting of Stockholders, or “Special Meeting,” of BiomX Inc., or “we,” “our,” “us,” “BiomX” or the “Company,” will be held online on April 21, 2025, at 8:00 a.m. Eastern Time. You, or your proxy may attend the meeting virtually via the Internet athttps://www.virtualshareholdermeeting.com/PHGE2025SM, where you, or your proxy, will be able to vote electronically and examine the Company’s stockholder list during the Special Meeting. You will need the 16-digit control number included with these materials to attend the Special Meeting and to vote and otherwise participate in the Special Meeting. The purpose of the Special Meeting is the following:

1. To approve the exercise of certain warrants into shares of common stock of the Company, par value $0.0001 per share, in accordance with Section 713 of the NYSE American LLC Listed Company Guide, previously issued in private placements (i) pursuant to that certain Securities Purchase Agreement, dated February 25, 2025, by and among the Company and the investors signatory thereto and (ii) pursuant to that certain Inducement Letter, dated February 25, 2025, by and among the Company and the holders signatory thereto (“Proposal No. 1”);

2. To approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal No. 1 (“Proposal No. 2”); and

3. To transact any other business that may properly come before the Special Meeting or any adjournment or postponement thereof.

Only BiomX Inc. stockholders of record at the close of business on March 17, 2025, will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.

Your vote is important. Whether or not you are able to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on April 21, 2025: The proxy statement and proxy card are also available at www.proxyvote.com.

By order of the Board of Directors,

/s/ Jonathan Solomon

Jonathan Solomon

Chief Executive Officer

Ness Ziona, Israel

March 27, 2025