BiomX Inc. 8-K

What Happened
BiomX Inc. (PHGE) announced an amendment to a warrant issued in connection with a December 26, 2025 securities purchase agreement. On March 13, 2026, the company and the investor agreed to (i) shorten the warrant term so it now expires December 31, 2026, (ii) lower the warrant exercise price from $2.00 to $1.00 per share, and (iii) change the cashless-exercise calculation to reference the lowest VWAP over the five trading days immediately preceding the exercise notice (where applicable). The underlying private placement contemplated up to 3,300 shares of Series Y Convertible Preferred Stock and a warrant to purchase up to 3,300,000 shares of common stock.

Key Details

• Amendment date: March 13, 2026; original Securities Purchase Agreement dated December 26, 2025.
• Warrant changes: exercise price reduced from $2.00 → $1.00; new expiration date December 31, 2026.
• Cashless exercise: number of shares on cashless exercise now tied to the lowest VWAP of the 5 trading days before notice (instead of the prior-day VWAP).
• No proportional adjustment was made to the number of shares issuable upon exercise as a result of the amendment.

Why It Matters
Lowering the exercise price and revising the cashless-exercise formula can make the warrant more likely to be in-the-money or more valuable to the holder, increasing the chance of exercise and potential dilution to current shareholders (up to 3.3 million shares underlying the warrant). Shortening the term accelerates the timeline for any exercise activity, concentrating potential dilution into 2026. Retail investors should note these changes when assessing outstanding dilution risk and potential share count impact.