BiomX Inc. ($PHGE)

Earnings Call Transcript · April 10, 2026

NYSEAM US Health Care Biotechnology Shareholder/Analyst Calls 5 min

Highlights from the call

During the special meeting held on April 10, 2026, BiomX Inc. approved the 2026 Equity Incentive Plan, which includes the issuance of up to 1,390,000 shares of common stock. The approval of this plan is significant as it introduces an evergreen mechanism for share issuance, potentially impacting future equity dilution. However, no financial metrics such as revenue or earnings were discussed in this meeting, and no guidance was provided for the upcoming fiscal year.

Main topics

  • Approval of 2026 Equity Incentive Plan: The 2026 Equity Incentive Plan was approved, allowing for the issuance of up to 1,390,000 shares with an annual increase of 4% based on outstanding shares. This plan is set to commence on January 1, 2027, and will last for ten years, which could significantly affect future equity structure.
  • Voting Process and Quorum: The meeting confirmed a quorum with 3,401,604 shares present, allowing for the business to proceed. This indicates strong shareholder engagement and support for the company's initiatives.
  • Adjournment Proposal: The meeting included a proposal to adjourn if necessary to solicit additional proxies, indicating a proactive approach to ensuring sufficient votes for important decisions.

Key metrics mentioned

  • Shares Approved for Issuance: 1,390,000 (Approval of the 2026 Equity Incentive Plan)
  • Annual Increase Percentage: 4% (Evergreen mechanism for share issuance)
  • Total Shares Outstanding: 6,543,516 (As of April 10, 2026)
  • Shares Present at Meeting: 3,401,604 (Quorum achieved for the meeting)

The approval of the 2026 Equity Incentive Plan is a positive step for BiomX, indicating management's commitment to incentivizing talent. However, the lack of financial metrics and guidance leaves uncertainty regarding the company's immediate financial outlook. Investors should monitor the impact of the new equity plan on share dilution and future performance metrics.

Earnings Call Speaker Segments

Michael Oster

Executives
#1

Good morning, ladies and gentlemen. I am Michael Oster, Chief Executive Officer of BiomX Inc. I welcome you to our Special Meeting of Stockholders. I will conduct and act as Chairman of this meeting. I hereby call the meeting to order. A representative of Continental Stock Transfer & Trust Company, our transfer agent, has been appointed as the Inspector of Election. The Inspector of Election has taken and signed an oath of office, and the secretary has been instructed to file this signed oath of the Inspector of Election with the records of the meeting. If you have your control number and have not voted or would like to change your vote, the polls are now open, and you may proceed to vote through the virtual meeting website. If you have already voted and do not want to change your vote, you do not need to vote again. According to the certified copy of a list of stockholders of the company, the company had issued and outstanding as of the close of business of April 10, 2026, 6,543,516 shares of common stock with each such share entitled to one vote at this meeting. According to our tabulation, there are 3,401,604 shares present or represented at the meeting. Therefore, I declare that a quorum is present for the purpose of transacting business at this meeting. In addition, notice of this special meeting has been given to all stockholders of record as of March 23, 2026. I also have an affidavit of mailing from Continental. The affidavit states that the notice of Internet availability of proxy materials was duly mailed commencing on or about March 25, 2026, to all stockholders of record as of March 23, 2026. As stated in the notice of this meeting, two matters will be considered and acted upon at this meeting. The first order of business is to approve the BiomX Inc. 2026 Equity Incentive Plan which is known as the 2026 plan, which provides for the issuance of up to 1,390,000 shares of common stock with an annual automatic increase, which is known as the evergreen mechanism of 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year for a period of 10 years commencing January 1, 2027, and ending January 1, 2036, as more fully described in the proxy statement. The second order of business is the vote to adjourn the special meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the issuance proposal presented at the special meeting. Further information about this adjournment -- sorry, further information about this adjournment proposal is set forth in the proxy statement. Approval of this proposal requires the holders of the majority of shares of common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal. The Board of Directors has recommended that you vote for the approval of the adjournment proposal. I now call for a vote by ballot on the two matters I have just described. The polls are open as of the beginning of this meeting. If you have your control number and have not voted or would like to change your vote, you may proceed to vote through the virtual meeting website. If you have already voted and do not want to change your vote, you do not need to vote again. [Voting]

Michael Oster

Executives
#2

All having voted who wish to do so, the polls are declared to be closed. Based upon a preliminary count, we have sufficient votes to approve the 2026 plan. On the basis of such report, I hereby declare that the 2026 plan is approved. This completes the business of our agenda. If you have any additional questions for any member of the management, questions may be submitted to the web page. We will respond to appropriate questions in due course after the meeting. There being no further business, this concludes our special meeting. The meeting is now adjourned.

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