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- Related Party (new) — Mandragola financed BiomX's acquisition of a controlling stake in DFSL, indicating a related-party relationship with potential conflicts of interest.
BiomX converts $379k debt to 1M shares, taps up to $2M credit line with related-party lender
Filed June 5, 2026 · Period ending June 2, 2026 · ~1 min read
Key Changes
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high
BiomX issued 1,013,637 shares (10% dilution) to convert ~$379k of debt from Mandragola, a related-party lender. Outstanding shares now total 11.16 million.
Item 3.02 verify on EDGAR → -
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Company has access to up to $2M revolving credit facility from Mandragola at 12% interest. Advances convert to stock at prior day's closing price, creating ongoing dilution risk.
Item 3.02 verify on EDGAR → -
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BiomX issued Mandragola a 5-year warrant for 2 million shares at $12.00 per share, pending stockholder approval. If exercised, would represent 18% additional dilution.
Item 3.02 verify on EDGAR → -
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Mandragola previously financed BiomX's acquisition of controlling stake in Dr. Frucht Systems Ltd., with those advances now rolled into the credit line.
Item 3.02 verify on EDGAR →
Summary
BiomX disclosed a significant financing arrangement with Mandragola Ltd., a related-party lender that previously helped fund the company's acquisition of Dr. Frucht Systems. On June 2, the company converted approximately $379,000 of debt into over 1 million shares, diluting existing shareholders by roughly 10%.
This conversion occurred under a broader up to $2 million revolving credit facility established in May with 12% interest rates and conversion terms tied to daily stock prices. Retail investors should note the substantial dilution risk. The company has already issued 1 million shares and granted warrants for 2 million more shares at $12.00 (pending shareholder approval).
Combined, these could increase share count by nearly 30%. The conversion-at-market mechanism means future debt draws will create dilution proportional to stock price—lower prices mean more shares issued. The related-party nature of this financing raises questions about whether terms are favorable to existing shareholders. Watch for: (1) shareholder vote results on the 2-million-share warrant, and (2) any additional draws on the credit line, which would signal continued cash needs and trigger immediate dilution.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 2, 2026, BiomX Inc. (the “Company”) issued 1,013,637 restricted shares of common stock to three individual assignees upon the partial conversion of an outstanding convertible promissory note (the “Conversion Shares”) originally issued to Mandragola Ltd., a company formed under the laws of the State of Israel (“Mandragola”).
BiomX converted approximately $379,000 of debt owed to Mandragola into 1,013,637 shares of common stock issued to three individual assignees. This reduces debt but dilutes existing shareholders. The conversion occurred under a $2M revolving credit line established May 13, 2026, with notes convertible at the prior day's closing price.
Added in current filing · verify on EDGAR →
As a result of the foregoing issuance, the Company currently has 11,160,153 shares of common stock issued and outstanding.
Following the debt conversion, BiomX now has 11,160,153 shares outstanding. This represents approximately 10% dilution from the conversion alone, with additional potential dilution from the 2,000,000-share warrant if exercised.
Event · Item 9.01 — Financial Statements and Exhibits
BiomX entered a line of credit agreement with Mandragola Ltd., issuing 12% convertible notes and warrants on May 13, 2026.
Added in current filing · verify on EDGAR →
Line of Credit Agreement, dated as of May 13, 2026, between BiomX Inc. and Mandragola Ltd.
BiomX entered into a line of credit agreement with Mandragola Ltd. on May 13, 2026. This represents a new financing arrangement, though the specific terms, amount, and conditions are not disclosed in the 8-K body itself but would be detailed in the attached exhibit.
Added in current filing · verify on EDGAR →
Form of 12% Convertible Promissory Note
BiomX issued convertible promissory notes bearing 12% interest as part of the financing arrangement. These notes can convert into common stock under terms specified in the exhibit, representing potential dilution to existing shareholders.
Added in current filing · verify on EDGAR →
Warrant to Purchase Common Stock, dated May 13, 2026
BiomX issued warrants to purchase common stock dated May 13, 2026, likely in connection with the line of credit agreement. Warrants represent additional potential dilution to existing shareholders when exercised.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 5, 2026 · How we verify