Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Private Placement and Securities Purchase Agreement

On December 26, 2025, BiomX Inc., Inc., a Delaware corporation (the "Company" or "BiomX"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with an investor (the "Investor"), pursuant to which the Company agreed to issue and sell, in a private placement transaction, an aggregate of 3,300 shares of the Company's newly created Series Y Convertible Preferred Stock, par value $0.0001 per share (the "Series Y Preferred Stock"), with an aggregate stated value of $3.3 million, and warrants to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for expected aggregate gross proceeds to the Company of $3.0 million, before deducting placement agent fees and other offering expenses.

Each share of Series Y Preferred Stock will have a stated value of $1,000 and will be convertible into shares of Common Stock at a conversion price and on the terms and conditions set forth in the Certificate of Designations of Series Y Convertible Preferred Stock (the "Certificate of Designations"). The Series Y Preferred Stock will have the rights, preferences and privileges set forth in the Certificate of Designations, which will be filed with the Secretary of State of the State of Delaware in connection with the transactions contemplated by the Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement, the Company also agreed to issue to the Investor warrants to purchase up to an aggregate number of shares of Common Stock equal to 200% of the number of shares of Common Stock issuable upon conversion of the Series Y Preferred Stock (the "Warrants"), i.e., 3,300,000 shares of Common Stock. The Warrants will be exercisable immediately upon issuance, subject to certain limitations set forth below, will have an initial exercise price of $2.00, and will expire five years from the date of issuance.

Further, pursuant to the Securities Purchase Agreement, the Company agreed to increase the size of the board by one seat and appoint a new director to be designated by the Investor, provided that the Investor beneficially owns at least 9.99% of the Company's outstanding shares of Common Stock. The Investor also has the right to designate a second director after the Company obtains the Stockholders' Approval (as defined below), provided that the Investor beneficially owns at least 19.99% of the Company's outstanding shares of Common Stock.

The Securities Purchase Agreement contains customary representations and warranties of the Company and the Investor, covenants on the part of the Company, indemnification provisions and termination provisions.

The securities described above were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The securities have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold absent registration or an applicable exemption from the registration requirements.

Pursuant to the Securities Purchase Agreement, the Company has agreed to hold a stockholders' meeting (the "Stockholders' Meeting") to submit to its stockholders for their consideration the approval of the issuance of the shares of Common Stock issuable upon conversion of the Series Y Preferred Stock and upon exercise of the Warrants into an aggregate of more than 19.99% of the outstanding shares of Common Stock in accordance with the rules of NYSE American LLC ("NYSE American", the "Stockholders' Approval") no later than 60 calendar days following the closing of the transactions contemplated by the Securities Purchase Agreement. In connection with these matters, the Company intends to file with the Securities and Exchange Commission (the "SEC") a proxy statement and other relevant materials.

The transactions contemplated by the Securities Purchase Agreement are expected to close on or about December 30, 2025, subject to the satisfaction of customary closing conditions.