Biomx Inc

This proposal requests shareholder approval to issue to Mandragola Ltd. equity and equity-linked securities (including remaining pre-funded warrants, a five-year warrant, shares issuable upon conversion of a promissory note, and securities related to a Line of Credit) in connection with BiomX’s April 2026 acquisition of a 60% interest in Dr. Frucht Systems Ltd. Management seeks approval to satisfy NYSE American listing rules (Sections 712 and 713) because the aggregate issuances equal or exceed 20% of outstanding common shares, and because the Exchange treats the DFSL Acquisition and the Line of Credit as related transactions. The securities at issue include a convertible promissory note (convertible at $12.00 per share), pre-funded warrants, five-year warrants (initial exercise price $12.00), a Line of Credit warrant, and potential shares payable under a Revenue Bonus if DFSL achieves specified revenue thresholds; some of these instruments have cashless exercise features and a 9.99% ownership blocker. Approval would allow issuance of up to specified amounts of shares (including assumptions about conversion and exercise) and enable the Company to avoid renegotiating acquisition terms or facing further Exchange compliance actions. Key investor considerations include substantial dilution risk to existing stockholders, limitations on Mandragola’s voting on the Issuance Proposal (shares issued in connection with the acquisition or Line of Credit would not be eligible to vote on that proposal), and contingent future dilution tied to DFSL performance and conversion/exercise features. Company disclosures also highlight DFSL’s modest historical revenues, recurring net losses, and going-concern uncertainty, which contextualize the commercial rationale for Mandragola’s ongoing financing and the Transaction. The Board recommends the issuance to comply with listing rules and to preserve the acquisition’s strategic and operational benefits, but shareholders should weigh the near-term dilution and governance implications against the potential value of DFSL to BiomX’s longer-term business plan.

This management proposal asks shareholders to authorize a flexible reverse stock split mechanism permitting the Board to combine outstanding common shares at an aggregate ratio between 1-for-5 and 1-for-20, on one or more occasions within one year, and to reduce authorized common shares to 150 million if a split is effected. Management frames the proposal primarily as a tool to maintain compliance with NYSE American continued listing standards and to increase the trading price per share, which could improve investor interest and the Company’s ability to attract employees and raise capital. The Board retains discretion to abandon the split or select the exact ratio and timing based on market conditions, trading prices, NYSE requirements, and operational results; this preserves flexibility but concentrates decision-making power with management. The proposal discloses prior reverse splits (1-for-10 in August 2024 and 1-for-19 in November 2025), notes the limited sustained benefit from those actions, and flags NYSE American rules that could trigger immediate suspension or delisting if cumulative two-year reverse split ratios exceed certain thresholds, which constrains available split ratios while listed. The reduction in authorized shares is presented as a means to lower Delaware franchise taxes, but it will also increase authorized-but-unissued shares relative to outstanding shares post-split, which could be perceived as creating potential anti-takeover capacity even though the Board disclaims current intent to use shares for that purpose. Risks include uncertain effect on long-term share price, potential reduced liquidity and increased odd-lot holders, and the possibility that a split will not prevent delisting if market price declines persist or if pending NYSE rule changes take effect. The Board recommends approval to preserve strategic options to meet listing requirements and facilitate financings, while investors should evaluate whether further structural remedies or operational improvements would more directly address the company’s low trading price and capital needs.

This procedural management proposal seeks shareholder authority to adjourn or postpone the Special Meeting if the Company lacks sufficient votes to approve the Issuance Proposal or the Reverse Split Proposal, enabling the Company to continue soliciting proxies until the required vote thresholds are met. The adjournment authority is narrow and intended to preserve corporate flexibility to complete the actions described in Proposals 1 and 2 without repeated special meetings, but it can also be used strategically to provide additional solicitation time. Approval requires the affirmative vote of a majority of shares present and entitled to vote on the matter; broker discretionary voting is not permitted on this proposal, meaning certain street-held shares may not be voted unless the beneficial owner provides instructions. Management recommends the adjournment authority to avoid potential disruption to the transaction timeline and to permit completion of necessary shareholder approvals; however, investors should note that adjournment can extend uncertainty and prolong the period of pending dilution or corporate reorganization. Because the adjournment itself does not change substantive rights, the principal consideration for shareholders is whether permitting additional solicitation materially increases the likelihood of obtaining votes on Proposals 1 and 2 versus the cost and delay of further solicitations. The Board states it does not currently intend to adjourn if sufficient votes exist, which limits the practical impact unless the Company falls short on the primary proposals.