Biomx Inc

This management proposal requests shareholder approval to amend the Company’s recently adopted 2026 Equity Incentive Plan to increase the aggregate share reserve by 5,460,000 shares (from 1,390,000 to 6,850,000). Management and the Compensation Committee state the increase is needed because only 30,000 shares remained available as of the record date and they expect insufficient capacity to grant competitive equity awards going forward without the amendment. The proposal is positioned as a talent and retention tool: equity awards are described as necessary to attract, motivate and retain employees, officers, directors and other service providers and to align their interests with long‑term stockholder value; the Board explicitly considered dilution, historical run rate, forecasted grants, overhang, and strategic plans in setting the requested amount. The 2026 Plan contains investor protections such as a prohibition on repricing without shareholder approval, an evergreen mechanism (4% annual increase subject to Board adjustment), double‑trigger change‑in‑control vesting, clawback and other standard governance features; the Amendment itself is included in Appendix A. If approved, the additional shares will permit the Board/plan administrator to continue granting ISOs, NQSOs, SARs, RSUs, performance awards and other equity awards under administrative discretion. The Board unanimously recommends the proposal, arguing that the competitive need to grant equity-based compensation outweighs the dilutive effect, while noting the Plan’s limits (e.g., minimum vesting requirement and constraints on repricing) intended to protect stockholders. Key risks for investors include increased potential dilution and acceleration rights on certain corporate events; benefits include continued use of equity to align management incentives and support recruiting. On balance, this is a governance vote weighing future dilution against retention and incentive-alignment needs; the Board’s clear recommendation and the Plan’s described guardrails are material considerations for evaluating the proposal.

This management proposal asks shareholders to authorize the proxies to adjourn the Annual Meeting to another time and place if there are insufficient votes at the meeting to approve one or more of Proposals 1 or 2. The practical purpose is procedural: it gives the Board flexibility to obtain additional time to solicit proxies and attempt to secure the votes necessary to pass substantive proposals, rather than having proposals fail for lack of votes at the initial session. The request is routine in contested vote-risk mitigation contexts and does not itself change corporate governance or substantive rights, but it does permit delay and additional solicitation which can materially affect outcomes. Board approval is unanimous and the company emphasizes that the adjournment will be used to solicit additional proxies, including from stockholders who previously voted, potentially changing earlier results. For investors this means a rejected or inconclusive vote at the meeting could be reopened for further outreach; opponents of management might view adjournment authority skeptically because it can give management more time to influence outcomes. The vote required is a majority of votes cast by shares present (virtually) or represented by proxy, with abstentions counting as against—so the practical threshold depends on meeting quorum and the pattern of votes. The Board recommends voting for the adjournment to preserve the ability to secure shareholder approval where management believes such approval is necessary for corporate operations (e.g., equity plan approvals). The governance trade-off is limited procedural agility for management versus shareholder interest in timely resolution of contested matters; historical practice is that adjournment votes are often approved, but the underlying substantive proposals remain the primary focus for accountability.