Biomx Inc

This proposal asks shareholders to approve, under NYSE American Section 713(a), the issuance of Common Stock (including shares issuable upon conversion of Series Y Preferred Stock, exercise of Investor and Placement Agent Warrants, and any Dividend Shares or shares issued upon voluntary price adjustments) in connection with a Private Placement entered into on December 26, 2025. Management is seeking approval because the Private Placement could result in the issuance of more than 19.99% of outstanding Common Stock prior to the Purchase Agreement, and NYSE American rules require prior stockholder approval for such non-public transactions; without approval the company could face listing consequences or be unable to issue the shares. The Private Placement raised approximately $3 million by sale of 3,300 shares of Series Y Preferred Stock convertible into up to 1,650,000 shares at an initial $2.00 conversion price, 3,300,000 Investor Warrant shares at $2.00 exercise price, and 99,000 Placement Agent Warrant shares at $2.50 exercise price, and includes 15% per annum dividends on the Series Y payable in cash or shares. The Board explains it pursued the Private Placement after determining it was necessary to raise additional funds and after considering alternatives that it found infeasible or less favorable; the board therefore recommends a FOR vote to permit the financings and to comply with exchange rules. Key governance and economic impacts include potentially material dilution to existing stockholders, the accrual of significant dividends that may be payable in shares (further increasing dilution), potential voluntary reductions of conversion/exercise prices subject to certain consents and NYSE rules, and the Investor’s right to designate board representation contingent on ownership thresholds. The transaction also imposes covenants, registration rights (including filing and effectiveness deadlines and liquidated damages), beneficial ownership limitations, and triggering events that could require redemption at a premium, and may have incidental anti-takeover effects. In evaluating this proposal, investors should weigh the immediate capital need and board’s view that alternatives were unavailable against the significant dilution risk, potential downward pressure on market price from future issuances or resales, and governance changes from investor representation. The Board’s recommendation is driven by the company’s stated cash needs and the desire to remain compliant with NYSE American listing rules; however, approval will materially change the company’s capitalization and could affect control dynamics and per-share economic outcomes for existing stockholders.

This procedural proposal would permit the Special Meeting to be adjourned or postponed if there are not enough votes to approve Proposal No. 1 so that the company can continue soliciting proxies and seek approval at a later date. Management supports the adjournment authority because the Purchase Agreement obligates the company to obtain stockholder approval within prescribed timelines and additional solicitation time may be necessary to satisfy NYSE American requirements and to enable issuance of the securities underlying the Private Placement. The adjournment option is a common mechanism to avoid a failed vote and to allow management to engage in further outreach to shareholders, brokers and institutional holders to solicit additional support. Voting to adjourn does not itself approve the issuance; it only extends the solicitation period to attempt to achieve the majority vote required for Proposal No. 1. The Board notes that abstentions count as votes against and that brokers will not have discretionary authority to vote uninstructed shares on these non-routine matters, which affects the dynamics of additional solicitations. While adjournment preserves flexibility to obtain approval, it also prolongs uncertainty about the company’s ability to issue the Underlying Shares and may be perceived negatively by the market if seen as an inability to secure immediate approval. In assessing the proposal, shareholders should consider the narrow purpose of the adjournment and the company’s stated need to secure approval for the underlying financing versus the potential market and governance implications of further delay. The Board’s recommendation for a FOR vote is driven by the practical need to complete the approval process if initial voting is insufficient.