BiomX Inc美股招股说明书(2026-07-14版)

BiomX Inc. 7,163,000 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders named in this prospectus (together with theirdonees, pledgees, transferees and other successors-in-interest, the “selling stockholders”) of up to an aggregate of 7,163,000 shares ofour common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 2,223,000 shares of Common Stockpreviously issued to the selling stockholders (the “Issued Shares”), (ii) 4,615,000 shares of Common Stock issuable upon the exerciseof certain warrants (the “Warrant Shares”) and (iii) up to 325,000 shares issuable upon conversion (the “Conversion Shares”) of anunsecured convertible promissory note in the principal amount of $3,000,000 (the “Note”), representing the aggregate number ofshares of Common Stock that may become issuable upon conversion of the principal and accrued interest of the Note at the $12.00conversion price. The Conversion Shares, together with the Warrant Shares and the Issued Shares, may be referred to from time to timeas the “Shares”). Of the Issued Shares, 1,300,000 shares of Common Stock were issued to Water IO Ltd. (“Water IO”) as partial consideration pursuantto a Stock Purchase Agreement between the Company and Water IO (the “Water IO SPA”), as described in the Company’s CurrentReport on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2026 (the “Water IO 8-K”). The remaining 923,000 Issued Shares, together with pre-funded warrants exercisable for an additional 923,000 shares of CommonStock (the “Pre-Funded Warrants”), a five-year warrant exercisable for an additional 3,692,000 shares of Common Stock (the “FiveYear Warrant”, and together with the Pre-Funded Warrants, the “Warrants”), and the Note were issued to Mandragola Ltd.(“Mandragola”) as consideration pursuant to a Stock Purchase and Assignment Agreement dated April 13, 2026 between theCompany and Mandragola (the “Mandragola SPA”), as described in the Company’s Current Report on Form 8-K filed with the SECon April 13, 2026 (the “Mandragola 8-K”). The Issued Shares, the Warrants and the Note were issued in reliance upon the exemption from the registration requirements of theSecurities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Regulation Dpromulgated thereunder. We are registering the resale of the Shares as required by the Registration Rights Agreements entered into inconnection with each of the Water IO SPA and the Mandragola SPA. The selling stockholders will receive all of the proceeds from any sales of the Shares offered hereby. We will not receive any of theproceeds from such sales, but we will incur expenses in connection with the offering. To the extent the Warrants are exercised for cash,if at all, we will receive the exercise price of the Warrants. We intend to use those proceeds, if any, for general corporate purposes. The issuance of the Shares covered by this prospectus could cause substantial dilution to our existing stockholders. The actual numberof shares of Common Stock that we issue to the selling stockholders upon exercise of the Warrants and conversion of the Note may beless than the aggregate number of Shares covered by this prospectus. Please refer to the risk factor entitled “The issuance of the sharesof Common Stock covered by this prospectus could significantly increase the total number of shares of Common Stock issued andoutstanding and thereby cause our existing stockholders to experience substantial dilution” beginning on page 11. For additionalinformation regarding the Water IO SPA, the Mandragola SPA and the Warrants, you should refer to the section of this prospectusentitled “Prospectus Summary” beginning on page 1. Our registration of the Shares covered by this prospectus does not mean that the selling stockholders will offer or sell any of theShares. The selling stockholders, or their donees, pledgees, transferees or other successors-in-interest, may resell the Shares throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.For additional information on the possible methods of sale, see “Plan of Distribution” beginning on page 16. Any Shares subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of suchShares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. We will bear all costs, expensesand fees in connection with the registration of the Shares. The selling stockholders will bear all commissions and discounts, if any,attributable to their respective sales of the Shares. Our Common Stock is listed on the NYSE American under the symbol “PHGE.” On June 26, 2026, the last reported sales price for ourCommon Stock on the NYSE American was $0.