BiomX (PHGE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 25, 2026, to be held virtually for shareholder participation.

• Main agenda: approval of issuance of common stock underlying Series Y Preferred Stock and warrants, and potential adjournment if more time is needed for voting.

• Private Placement closed January 13, 2026, raised $3 million, involving Series Y Preferred Stock and warrants.

• Board recommends voting in favor of both proposals, citing necessity for capital and best interests of shareholders.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock underlying Series Y Preferred Stock and warrants, exceeding 19.99% of outstanding shares, to comply with NYSE American rules.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Board recommends voting FOR both proposals.

• Abstentions count as votes against; broker non-votes are not expected.

• No dissenters' or appraisal rights for these matters.

Board of directors and corporate governance

• Board increased to nine members; new director Reuven Yeganeh appointed as part of Private Placement terms.

• Investor may designate a second director if ownership exceeds 19.99% post-approval.