BiomX (PHGE) Proxy Filing summary

Executive summary

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

• Two main proposals: approval of share issuance related to a private placement and potential adjournment of the meeting if more votes are needed.

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

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue shares of common stock underlying Series Y Preferred Stock and warrants, exceeding 19.99% of outstanding shares, as required by NYSE American rules.

• Proposal 2 allows adjournment of the meeting to solicit more votes if Proposal 1 does not pass.

• Board recommends voting FOR both proposals.

• No dissenters' or appraisal rights are available for these proposals.

• Stockholder proposals for the 2026 annual meeting must be received by April 30, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board increased to nine members, with Reuven Yeganeh appointed as a Class 1 director, effective January 13, 2026.

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