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NYSE: PHGE Tessera Defense & Homeland Security Inc. 8-K

BiomX stockholders approve equity plan authorizing 1.39M shares with 4% annual increases

Filed April 10, 2026 · Period ending April 10, 2026 · ~1 min read

2 key changes 1 section

Key Changes

  • medium

    Stockholders approved the 2026 Equity Incentive Plan authorizing 1,390,000 shares for employee compensation, with automatic annual increases of 4% of outstanding shares for ten years. This creates potential dilution of approximately 21% initially, growing annually.

    Item 5.07: Special Meeting Results verify on EDGAR →
  • low

    The proposal passed with 3,395,917 votes for and only 5,009 against at the April 10 special meeting. Approximately 52% of outstanding shares participated in the vote.

    Item 5.07: Voting Results verify on EDGAR →

Summary

BiomX held a special stockholder meeting on April 10, 2026, where shareholders approved a new equity incentive plan that will significantly expand the company's ability to compensate employees with stock.

The plan authorizes 1,390,000 shares initially—representing about 21% of the current 6.5 million shares outstanding—and includes an automatic annual increase mechanism that will add 4% of outstanding shares each year for the next decade. For retail investors, this represents meaningful potential dilution over time.

While equity compensation is standard for biotech companies competing for talent, the automatic annual increases mean dilution will compound without requiring future shareholder votes. The strong approval (99.9% of votes cast) suggests institutional support, but the modest 52% turnout indicates limited retail engagement. Watch the company's quarterly filings for actual equity grants under this plan and how quickly they utilize the authorized shares. The annual 10-K will disclose total shares reserved for equity compensation, helping investors track the pace of dilution.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.

2 Added
Added 2026 Equity Incentive Plan approval medium

Added in current filing · verify on EDGAR →

Proposal to approve the BiomX Inc. 2026 Equity Incentive Plan, which provides for the issuance of up to 1,390,000 shares of Common Stock, with an annual automatic increase (of 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year for a period of ten (10) years.

Stockholders approved a new equity incentive plan that authorizes up to 1,390,000 shares of common stock for issuance. The plan includes an automatic annual increase mechanism equal to 4% of outstanding shares as of each December 31, continuing for ten years. The proposal passed with 3,395,917 votes for, 5,009 against, and 8,678 abstentions.

Show 1 minor / wording change
Added Special Meeting voting results low

Added in current filing · verify on EDGAR →

As of the close of business on March 23, 2026, the record date for the Special Meeting, there were (i) 6,543,516 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) outstanding and entitled to an aggregate of 6,543,516 votes. Holders of the Company’s Common Stock with a total aggregate voting power of 3,409,604 votes were present in person or represented by proxy at the Special Meeting.

The special meeting held on April 10, 2026 had 3,409,604 votes represented out of 6,543,516 total outstanding shares, representing approximately 52% participation. All proposals presented were approved by stockholders.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify