BiomX Inc.

S-11 ea0295800-s1_biomx.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 29, 2026

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

**REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

**BIOMX INC.

(Exact Name of Registrant as Specified in its Charter)

**BiomX Inc.

850 New Burton Road, Suite 201

Dover, Delaware 19904

Telephone: +972 52 437 4900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Michael Oster

Chief Executive Officer

BiomX Inc.

850 New Burton Road, Suite 201

Dover, Delaware 19904

Telephone: +972 52 437 4900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**David Aboudi, Esq.

Aboudi Legal Group PLLC

745 Fifth Avenue, Suite 500

New York, New York 10151

Telephone: (646) 898-2006

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated _______, 2026

PROSPECTUS

BiomX Inc.

7,163,000 Shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling stockholders named in this prospectus (together with their donees, pledgees, transferees and other successors-in-interest, the “selling stockholders”) of up to an aggregate of 7,163,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 2,223,000 shares of Common Stock previously issued to the selling stockholders (the “Issued Shares”), (ii) 4,615,000 shares of Common Stock issuable upon the exercise of certain warrants (the “Warrant Shares”) and (iii) up to 325,000 shares issuable upon conversion (the “Conversion Shares”) of an unsecured convertible promissory note in the principal amount of $3,000,000 (the “Note”), representing the aggregate number of shares of Common Stock that may become issuable upon conversion of the principal and accrued interest of the Note at the $12.00 conversion price. The Conversion Shares, together with the Warrant Shares and the Issued Shares, may be referred to from time to time as the “Shares”).

Of the Issued Shares, 1,300,000 shares of Common Stock were issued to Water IO Ltd. (“Water IO”) as partial consideration pursuant to a Stock Purchase Agreement between the Company and Water IO (the “Water IO SPA”), as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2026 (the “Water IO 8-K”).

The remaining 923,000 Issued Shares, together with pre-funded warrants exercisable for an additional 923,000 shares of Common Stock (the “Pre-Funded Warrants”), a five-year warrant exercisable for an additional 3,692,000 shares of Common Stock (the “Five Year Warrant”, and together with the Pre-Funded Warrants, the “Warrants”), and the Note were issued to Mandragola Ltd. (“Mandragola”) as consideration pursuant to a Stock Purchase and Assignment Agreement dated April 13, 2026 between the Company and Mandragola (the “Mandragola SPA”), as described in the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2026 (the “Mandragola 8-K”).

The Issued Shares, the Warrants and the Note were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. We are registering the resale of the Shares as required by the Registration Rights Agreements entered into in connection with each of the Water IO SPA and the Mandragola SPA.

The selling stockholders will receive all of the proceeds from any sales of the Shares offered hereby. We will not receive any of the proceeds from such sales, but we will incur expenses in connection with the offering. To the extent the Warrants are exercised for cash, if at all, we will receive the exercise price of the Warrants. We intend to use those proceeds, if any, for general corporate purposes.

The issuance of the Shares covered by this prospectus could cause substantial dilution to our existing stockholders. The actual number of shares of Common Stock that we issue to the selling stockholders upon exercise of the Warrants and conversion of the Note may be less than the aggregate number of Shares covered by this prospectus. Please refer to the risk factor entitled “The issuance of the shares of Common Stock covered by this prospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby cause our existing stockholders to experience substantial dilution” beginning on page 11. For additional information regarding the Water IO SPA, the Mandragola SPA and the Warrants, you should refer to the section of this prospectus entitled “Prospectus Summary” beginning on page 1.

Our registration of the Shares covered by this prospectus does not mean that the selling stockholders will offer or sell any of the Shares. The selling stockholders, or their donees, pledgees, transferees or other successors-in-interest, may resell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale, see “Plan of Distribution” beginning on page 16.

Any Shares subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of such Shares pursuant to this prospectus.

No underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. We will bear all costs, expenses and fees in connection with the registration of the Shares. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Shares.

Our Common Stock is listed on the NYSE American under the symbol “PHGE.” On June 26, 2026, the last reported sales price for our Common Stock on the NYSE American was $0.3960 per share.

Investment in our Common Stock involves risk. See “Risk Factors” beginning on page 7 of this prospectus, and in our periodic reports filed from time to time with the SEC, which are incorporated by reference in this prospectus and in any applicable prospectus supplement. You should carefully read this prospectus and any applicable prospectus supplement, together with the documents we incorporate by reference, before you invest in our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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