PHGE 8-K
BiomX Inc. (PHGE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split. On September 3, 2026, BiomX Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware, which became effective at 12:01 a.m., Eastern Time, on September 9, 2026. The Split Amendment effected a one-for-ten reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and reduced the number of authorized shares of Common Stock from 750,000,000 to 150,000,000. The Split Amendment was approved by the Company’s stockholders at a special meeting held on August 25, 2026, as previously reported. Trading in the Common Stock on a split-adjusted basis on the NYSE American commences with the market open on September 9, 2026 under the new CUSIP number 09090D 608. No fractional shares will be issued; as previously disclosed, fractional shares were rounded up to the nearest whole share at the record holder and DTC participant level.
Name Change. On September 3, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Name Change Amendment”) with the Secretary of State of the State of Delaware, which will become effective at 12:01 a.m., Eastern Time, on September 11, 2026, changing the Company’s name from BiomX Inc. to Tessera Defense and Homeland Security Inc. The Name Change Amendment was approved by the Company’s Board of Directors on August 31, 2026 and, pursuant to Section 242(d)(1) of the Delaware General Corporation Law, did not require stockholder approval. In connection with the name change, the Common Stock will begin trading on the NYSE American under the ticker symbol “HLSQ” at the market open on September 11, 2026. The CUSIP number of the Common Stock, 09090D 608, was not changed by the name change.
The foregoing descriptions of the Split Amendment and the Name Change Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of those amendments, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BiomX Inc. (reverse stock split), effective September 9, 2026 | |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BiomX Inc. (name change), to be effective September 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOMX INC. | ||
| Date: September 9, 2026 | ||
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BIOMX INC.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
BiomX Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
FIRST: The name of the Corporation is BiomX Inc. The Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), was filed with the Secretary of State of the State of Delaware.
SECOND: The first sentence of Article FIFTH of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
“FIFTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 151,000,000, of which 150,000,000 shares shall be common stock, par value $0.0001 per share (“Common Stock”), and 1,000,000 shares shall be preferred stock, par value $0.0001 per share (“Preferred Stock”).”
THIRD: Article FIFTH of the Certificate of Incorporation is hereby further amended by adding the following paragraph:
“Subject to this Certificate of Amendment becoming effective pursuant to the DGCL, at 12:01 a.m. Eastern Time on September 9, 2026 (the “Effective Time”), each ten (10) shares of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time (the “Old Common Stock”) shall automatically be reclassified as and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “New Common Stock”), without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share of New Common Stock shall be entitled to receive one whole share of New Common Stock in lieu of such fractional share. From and after the Effective Time, certificates or book-entry positions that immediately prior to the Effective Time represented shares of Old Common Stock shall represent the number of whole shares of New Common Stock into which such shares of Old Common Stock shall have been reclassified pursuant to this Certificate of Amendment.”
FOURTH: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment, and the stockholders of the Corporation duly approved this Certificate of Amendment, by the affirmative vote of a majority of the votes cast pursuant to Section 242(d)(2) of the DGCL, at a special meeting of stockholders called and held upon notice in accordance with Section 222 of the DGCL.
FIFTH: This Certificate of Amendment shall become effective at the Effective Time set forth above.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of September 3, 2026.
BIOMX INC.
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BIOMX INC.
BiomX Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: The name of the Corporation is BiomX Inc.
SECOND: The Board of Directors of the Corporation duly adopted resolutions setting forth the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. No meeting or vote of stockholders is required to adopt said amendment pursuant to Section 242(d)(1) of the General Corporation Law of the State of Delaware, as said amendment effects only a change described in Section 242(a)(1) thereof.
THIRD: Article FIRST of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:
“FIRST: The name of the corporation is Tessera Defense and Homeland Security Inc..”
FOURTH: This Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on September 11, 2026.
FIFTH: Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 3rd day of September, 2026.
BIOMX INC.
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer |