BiomX (PHGE) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 25, 2026, to vote on four key proposals, including securities issuance, reverse stock split, auditor ratification, and potential adjournment.

• Acquisition of a 60% interest in Dr. Frucht Systems Ltd. (DFSL) from Mandragola Ltd. completed in April 2026, with related securities and credit line arrangements subject to shareholder approval.

• DFSL specializes in LADAR-based security systems, with recent financials showing increased revenues but ongoing net losses and a going concern warning.

• Pro forma financials reflect the impact of the DFSL and ZorroNet acquisitions, with significant goodwill and intangible assets recognized.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares and convertible/exercisable securities to Mandragola Ltd. for the DFSL acquisition, line of credit, and potential revenue bonus.

• Proposal 2: Approve one or more reverse stock splits (ratios between 1-for-5 and 1-for-20) and reduce authorized common stock to 150,000,000 shares.

• Proposal 3: Ratify Barzily & Co. as the new independent registered public accounting firm for 2026, replacing Kesselman & Kesselman.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes for Proposals 1 or 2.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board retains discretion on timing and ratio of reverse stock splits within approved range.

• No directors or executive officers have a substantial interest in the issuance proposal outside their roles.

• Security ownership table provided for directors, officers, and 5%+ shareholders as of the record date.