{"url_path":"/sec/phge/8-k/2026-06-05/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1739174/0001213900-26-065850-index.html","accession_number":"0001213900-26-065850","cik":"0001739174","ticker":"PHGE","issuer_name":"BiomX Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1739174/0001213900-26-065850-index.html","primary_entity_key":"0001739174","primary_entity_name":"BiomX Inc."},"word_count":388,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities**\n\n \n\nOn June 2, 2026, BiomX Inc. (the “Company”)\nissued 1,013,637 restricted shares of common stock to three individual assignees upon the partial conversion of an outstanding convertible\npromissory note (the “Conversion Shares”) originally issued to Mandragola Ltd., a company formed under the laws of the State\nof Israel (“Mandragola”).\n\n \n\nAs previously disclosed, on May 13, 2026, the\nCompany and Mandragola entered into a Line of Credit Agreement establishing a revolving line of credit of up to $2,000,000 (the “Credit\nLine”) available to the Company or any operating subsidiary. Each advance is evidenced by a convertible promissory note bearing\nsimple annual interest at 12% and convertible into shares of the Company’s common stock at the closing price of the Common Stock\non the trading day immediately preceding delivery of the notice of conversion. The parties also agreed that prior advances made by Mandragola\nin respect of the Company’s acquisition of a controlling stake in Dr. Frucht Systems Ltd. (“DFSL”) are deemed to be\nadvances within the Credit Line. As additional consideration for making the Credit Line available, the Company also issued to Mandragola\na five-year warrant to purchase up to 2,000,000 shares of Common Stock at an exercise price of $12.00 per share, with a cashless exercise\nfeature. The shares issuable upon exercise of the warrant are subject to obtaining stockholder approval under the applicable rules of\nthe NYSE American. The warrant was issued to Mandragola in reliance on Section 4(a)(2) of the Securities Act.\n\n \n\nThe Conversion Shares were issued upon the conversion\nof approximately $379,000 in principal amount extended by Mandragola.\n\n \n\nThe Conversion Shares have not been registered\nunder the Securities Act of 1933 (as amended, the “Securities Act”) or under any state securities law and were offered and\nissued, as applicable, in reliance upon the exemption from registration requirements of the Securities Act set forth in Section 4(a)(2)\nof the Securities Act. The Company did not engage in a general solicitation or advertising regarding the issuance of the shares.\n\n \n\nAs a result of the foregoing issuance, the Company currently has 11,160,153\nshares of common stock issued and outstanding.\n\n \n\nA copy of the Credit Line, the form of Note and the Warrant issued\nto Mandragola in connection with the Credit Line are attached as exhibits 10.1, 4.1 and 4.2 respectively.\n\n \n\n1"}