NESS ZIONA, Israel, Dec. 29, 2025 (GLOBE NEWSWIRE) -- BiomX Inc. (NYSE American: PHGE) (“BiomX” or the “Company”), a clinical-stage company advancing novel natural and engineered phage therapies targeting specific pathogenic bacteria, today announced that it has entered into definitive agreements in connection with a private investment in public equity (“Private Placement”) financing for expected gross proceeds of approximately $3.0 million, before deducting placement agent fees and other offering expenses.
H.C. Wainwright & Co. acted as the exclusive placement agent for the private placement.
About the Private Placement
In the Private Placement, the Company agreed to issue and sell shares of its Series Y Convertible Preferred Stock, with a stated value of $1,000 per share, together with warrants (collectively, the “Securities”) with an aggregate stated value of up to $3.3 million, for an aggregate purchase price of $3.0 million.
Each share of Series Y Convertible Preferred Stock will accrue dividends at a rate of 15% per annum, payable quarterly, and will have a maturity of one year from the closing date. The Series Y Convertible Preferred Stock will be convertible into shares of the Company’s common stock, subject to the limitations set forth in the definitive agreements, including the receipt of stockholder approval to the extent required under NYSE American rules.
In connection with the Private Placement, the Company will also issue warrants to acquire up to 3,300,000 shares of the Company’s common stock. The warrants will have a five-year term and an exercise price initially equal to $2.00, the applicable conversion price of the Series Y Convertible Preferred Stock, subject to certain adjustments if stockholder approval is obtained.
The Private Placement is expected to close on or about December 30, 2025, subject to the satisfaction of customary closing conditions.
The Securities sold in the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and were offered and sold in reliance on exemptions from the registration requirements of the Securities Act. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issuable upon conversion of the Series Y Convertible Preferred Stock and exercise of the warrants.
The Company intends to use the net proceeds from the private placement to support its assessment of opportunities across its bacteriophage programs, including BX011 for Staphylococcus aureus infections associated with diabetic foot infections, and for general corporate purposes, including providing operational flexibility while the Company continues to evaluate strategic alternatives.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any Securities, nor shall there be any sale of Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About BiomX
BiomX is a clinical-stage company leading the development of natural and engineered phage cocktails and personalized phage treatments designed to target and destroy harmful bacteria for the treatment of chronic diseases with substantial unmet needs. BiomX discovers and validates proprietary bacterial targets and applies its BOLT (“BacteriOphage Lead to Treatment”) platform to customize phage compositions against these targets. For more information, please visit www.biomx.com, the content of which does not form a part of this press release.
Safe Harbor
This press release contains express or implied “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. For example, when BiomX refers to the anticipated closing of the Private Placement and timing thereof, the intended use of the net proceeds, the receipt of stockholder approval, the evaluation of opportunities related to its clinical programs, including BX011, the timing and design of potential future development activities, and its ongoing assessment of strategic alternatives, it is using forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on BiomX management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of BiomX’s control. These risks and uncertainties include, but are not limited to, market and other conditions, BiomX’s ability to obtain all necessary regulatory approvals on a timely basis, or at all; BiomX’s ability to obtain stockholder approval on a timely basis, or at all; the closing of the private placement on a timely basis on the terms described herein, or at all; changes in applicable laws or regulations; the possibility that BiomX may be adversely affected by other economic, business, and/or competitive factors, including risks inherent in pharmaceutical research and development, such as: adverse results in BiomX’s drug discovery, preclinical and clinical development activities, the risk that the results of preclinical studies and early clinical trials may not be replicated in later clinical trials, BiomX’s ability to enroll patients in its clinical trials, and the risk that any of its clinical trials may not commence, continue or be completed on time, or at all; decisions made by the FDA and other regulatory authorities; investigational review boards at clinical trial sites and publication review bodies with respect to our development candidates; BiomX’s ability to obtain, maintain and enforce intellectual property rights for its platform and development candidates; its potential dependence on collaboration partners; competition; uncertainties as to the sufficiency of BiomX’s cash resources to fund its planned activities for the periods anticipated and BiomX’s ability to manage unplanned cash requirements; and general economic and market conditions. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in BiomX’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2025, and additional disclosures BiomX makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and except as provided by law BiomX expressly disclaims any obligation or undertaking to update forward-looking statements.
Contacts:
BiomX, Inc.
Ben Cohen
Head Corporate Communications
benc@biomx.com
