BiomX Inc. 8-K

What Happened

• BiomX Inc. (PHGE) announced the closing of a previously disclosed private placement pursuant to a Securities Purchase Agreement dated December 26, 2025; the Closing occurred on January 13, 2026. In connection with the Closing the company filed a Certificate of Designations for Series Y Convertible Preferred Stock and issued 3,300 shares of that Preferred Stock and related warrants.
• The Board increased its size to nine directors and, effective as of the Closing, appointed Reuven Yeganeh as a Class 1 director for a term ending at the 2027 annual meeting (appointment is subject to the Lead Buyer beneficially owning, on an as‑converted basis, at least 9.99% of the company’s common stock). The Board determined Mr. Yeganeh is independent under NYSE American rules. On January 13, 2026 the company also entered into an indemnification agreement with Mr. Yeganeh on terms consistent with its other director agreements.

Key Details

• Closing date of the private placement: January 13, 2026 (Securities Purchase Agreement dated December 26, 2025).
• Issued 3,300 shares of Series Y Convertible Preferred Stock; Certificate of Designations filed with Delaware on January 13, 2026.
• Board expanded to nine members; Reuven Yeganeh appointed as Class 1 director (term through 2027 annual meeting), subject to Lead Buyer owning ≥9.99% on an as‑converted basis.
• Indemnification agreement executed with Mr. Yeganeh providing customary director indemnities.

Why It Matters

• The filing shows a financing and related governance changes that can affect the company’s capital structure and shareholder rights: the Certificate of Designations creates a new series of convertible preferred stock (and warrants) that may have conversion, liquidation or voting features that impact common shareholders if converted.
• The board appointment is tied to the investor’s ownership threshold and brings an independent director with investment-industry experience; this reflects investor influence on governance tied to the private placement.
• Retail investors should review the Certificate of Designations and the December 29, 2025 Form 8‑K referenced for full economic and voting terms to understand potential dilution or changes to shareholder rights.