BiomX Inc.
For the period ended Oct 16, 2025. Filed Aug 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 16, 2025 · Filed Aug 28, 2025
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
**to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
BIOMX INC.
(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):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS OF BIOMX INC.
Proxy Statement dated August 28, 2025
and first mailed to stockholders on or about August 28, 2025
Dear Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (“Annual Meeting”) of BiomX Inc. (the “Company”) at 8:00 a.m., Eastern Time, on Thursday, October 16, 2025. This year’s Annual Meeting will be held entirely online to allow for greater participation. Stockholders may participate in this year’s annual meeting by visiting the following hosting URL:www.virtualshareholdermeeting.com/PHGE2025.
Your vote is very important! Whether or not you plan to attend the Annual 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.
A record of our business activities for the 2024 fiscal year is contained in our 2024 Annual Report to Stockholders. Thank you for your confidence and continued support.
Sincerely,
/s/ Jonathan Solomon
Jonathan Solomon
Chief Executive Officer
| Time | 8:00 a.m., Eastern Time |
|---|---|
| Date | Thursday, October 16, 2025 |
| Place | The Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/PHGE2025.. |
| Purpose | The purpose of the Annual Meeting is the following: |
| 1. | To elect three Class II directors to serve until the 2028 annual meeting of stockholders, and in each case, until their successors are duly elected and qualified; |
| 2. | To authorize the Company’s Board of Directors to amend the amended and restated certificate of incorporation of the Company, as amended, to effect a reverse stock split of the Company’s outstanding common stock, par value $0.0001 per share, at any ratio between at least 1-for-5 and less than 1-for-20, to be effected at such time as the Company’s Board of Directors shall determine, in its sole discretion, at any time before October 16, 2026; |
| 3. | To ratify the appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025; |
| 4. | To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposals No. 1 through 3; and |
| 5. | To transact any other business that may properly come before the meeting or any adjournment or postponement thereof. |
| These items of business are more fully described in the proxy statement accompanying this notice. | |
| Record Date | The Company’s Board of Directors has fixed the close of business on August 22, 2025 as the record date (the “Record Date”) for determining stockholders entitled to notice of and to vote at the Annual Meeting. |
|---|---|
| Meeting Admission | All stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. You will not be able to attend the Annual Meeting physically. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/PHGE2025, you must enter the control number found on your proxy card, voting instruction form or notice card. |
| Voting by Proxy | YOUR VOTE IS VERY IMPORTANT. You may vote during the Annual Meeting by following the instructions available on the Annual Meeting website during the Annual Meeting, but if you are not able to attend virtually, please submit your vote as soon as possible as instructed in the notice, proxy card or voting instruction form. Beginning on or about August 28, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to the Company’s stockholders of record on August 22, 2025. In addition, the proxy statement, the accompanying proxy card or voting instruction form, and our 2024 Annual Report to Stockholders are available at www.proxyvote.com. As more fully described in the Notice of Internet Availability, all stockholders may choose to access these materials online or may request printed or emailed copies. We encourage you to vote your shares of common stock as soon as possible. Specific instructions for voting over the internet or mail are included in the Notice of Internet Availability. If you attend the Annual Meeting online and vote electronically during the Annual Meeting, your vote will replace any earlier vote. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder at our executive offices for a period of ten (10) days prior to the Annual Meeting and until the close of such Annual Meeting. |
|---|
By order of the Board of Directors,
/s/ Marina Wolfson
Marina Wolfson,
Chief Financial Officer
August 28, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on October 16, 2025: The proxy statement and our 2024 Annual Report to Stockholders are available at www.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| PROPOSAL NO. 1 : ELECTION OF DIRECTORS | 7 |
| Nominees for Election | 8 |
| Other Currently Serving Directors | 9 |
| THE BOARD AND ITS COMMITTEES | 10 |
| Board Composition and Leadership Structure | 10 |
| Director Independence | 10 |
| Board Meetings and Attendance | 11 |
| Board Committees | 11 |
| The Board’s Role in Risk Oversight | 13 |
| Code of Business Conduct and Ethics | 13 |
| Insider Trading, Prohibition Against Pledging, and Anti-Hedging Policies | 13 |
| Stockholder Communications with Our Board | 14 |
| AUDIT COMMITTEE REPORT | 14 |
| PROPOSAL NO. 2: AUTHORIZATION OF OUR BOARD TO AMEND THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK AT ANY RATIO OF AT LEAST 1-FOR-5 AND LESS THAN 1-FOR-20 | 15 |
| Purpose of Proposed Reverse Stock Split | 16 |
| Potential Effects of the Proposed Reverse Stock Split | 16 |
| Authorized Shares of Stock | 18 |
| Procedure for Effecting the Proposed Stock Split and Exchange of Stock Certificates | 18 |
| Fractional Shares | 19 |
| No Appraisal Rights | 19 |
| Accounting Consequences | 19 |
| No Going Private Transaction | 19 |
| Potential Anti-Takeover Effect | 19 |
| Material U.S. Federal Income Tax Consequences of the Reverse Stock Split | 20 |
| Board Discretion to Implement the Reverse Stock Split | 20 |
| PROPOSAL NO. 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2025 | 21 |
| Pre-Approval Policies and Procedures | 21 |
| Independent Registered Public Accounting Firm Fees | 21 |
| PROPOSAL NO. 4: adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes | 22 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 23 |
| Executive Officer Compensation | 23 |
| Director Compensation | 27 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 32 |
| Policies and Procedures Regarding Transactions with Related Parties | 32 |
| Certain Related-Person Transactions | 33 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 34 |
| 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.