BiomX Inc.
For the period ended Aug 25, 2026. Filed Aug 11, 2026.
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Aug 25, 2026 · Filed Aug 11, 2026
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DEF 14A 1 ea0299527-def14a_biomx.htm DEFINITIVE PROXY STATEMENT
**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 | ☒ |
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| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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850 New Burton Road, Suite 201
Dover, Delaware 19904
NYSE American: PHGE
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on August 25, 2026
To the Stockholders of BiomX Inc.:
A Special Meeting of Stockholders (the “Special Meeting”) of BiomX Inc., a Delaware corporation (the “Company,” “we,” or “us”), will be held on August 25, 2026, at 9:00 am Eastern Time, by virtual means at https://www.cstproxy.com/biomx/sm2026, for the following purposes:
| 1. | The Issuance Proposal. To approve, for purposes of Sections 712 and 713 of the NYSE American Company Guide, the issuance of shares of the Company’s common stock (and any securities convertible into or exercisable for common stock) to Mandragola Ltd. in connection with the Company’s acquisition from Mandragola Ltd. of controlling equity interests in Dr. Frucht Systems Ltd. The Issuance Proposal also covers shares issued or issuable in connection with the Line of Credit and, at the Company’s election, in satisfaction of the Revenue Bonus, each as described in the accompanying proxy statement. |
| 2. | The Reverse Split Proposal. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s issued and outstanding common stock, on one or more occasions, at an aggregate ratio of not less than one-for-five (1-for-5) and not more than one-for-twenty (1-for-20), with the exact ratio and timing of each reverse stock split to be determined by the Board of Directors in its discretion at any time and from time to time prior to the first anniversary of the Special Meeting, provided that if the Board elects to implement any reverse stock split, at whatever ratio, the number of authorized shares of the Company’s common stock will be reduced from 750,000,000 to 150,000,000. |
| 3. | The Auditor Proposal. To ratify the appointment of Barzily & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 4. | The Adjournment Proposal. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1 and Proposal No. 2 and |
| 5. | To transact any other business that may properly come before the Special Meeting or any adjournment or postponement thereof |
The Special Meeting may also transact any other business that properly comes before it or any adjournment or postponement of it.
The Board of Directors has fixed the close of business on August 10, 2026, as the record date (the “Record Date”) for the Special Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting.
Your vote is important. Whether or not you plan to attend, please submit your proxy promptly so your shares are represented.
By Order of the Board of Directors,
Michael Oster
Chief Executive Officer
Dover, Delaware
August 11, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING | 1 |
| PROPOSAL 1 — APPROVAL OF THE ISSUANCE OF SECURITIES TO MANDRAGOLA LTD | 4 |
| PROPOSAL 2 — APPROVAL OF A REVERSE STOCK SPLIT | 8 |
| PROPOSAL 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 |
| PROPOSAL 4 — ADJOURNMENT | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 15 |
| ADDITIONAL INFORMATION | 16 |
| ANNEX A — FINANCIAL STATEMENTS OF DR. FRUCHT SYSTEMS LTD. | A-1 |
| ANNEX B — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOMX INC | B-1 |
| ANNEX C — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS | C-1 |
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PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of BiomX Inc. for use at the Special Meeting. This proxy statement and the accompanying proxy card are first being made available to stockholders on or about August 11, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.