As filed with the Securities and Exchange Commission on June 30, 2026
Registration No. 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOMX INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 2836 | 82-3364020 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
850 New Burton Road, Suite 201, Dover, Delaware 19904, (972) 52-437-4900
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
BiomX Inc. 2026 Equity Incentive Plan, as amended
(Full title of the plan)
Michael Oster
BiomX Inc.
850 New Burton Road, Suite 201, Dover, Delaware 19904
(972) 52-437-4900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David Aboudi
Aboudi Legal Group PLLC
745 Fifth Avenue, New York, NY 10151
(646) 898-2006
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by BiomX Inc. (the “Registrant”) for the purpose of registering an additional 5,460,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), issuable under the BiomX Inc. 2026 Equity Incentive Plan, as amended (the “2026 Plan”). The amendment to the 2026 Plan (the “Amendment”), which increased the number of shares of Common Stock reserved and available for issuance thereunder by 5,460,000 shares, to 6,850,000 shares from 1,390,000 shares, was approved by the Registrant’s stockholders on June 26, 2026.
These additional shares of Common Stock are securities of the same class as the securities registered under the Registrant’s Registration Statement on Form S-8 (File No. 333-295000) filed with the Securities and Exchange Commission (the “Commission”) on April 10, 2026 (the “Prior Registration Statement”), which registered 1,390,000 shares of Common Stock issuable under the 2026 Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement, including the documents incorporated by reference therein, are incorporated herein by reference and made a part of this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate additional shares of Common Stock as may become issuable under the 2026 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the 2026 Plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. |
| 1 |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are hereby incorporated by reference into this Registration Statement:
| (a) | the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 19, 2026; |
| (b) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on May 20, 2026; |
| (c) | the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 8, 2026; |
| (d) | the Registrant’s Current Reports on Form 8-K filed with the Commission on February 13, 2026, February 25, 2026, March 2, 2026, March 6, 2026, March 11, 2026, March 19, 2026, March 27, 2026, April 1, 2026, April 10, 2026, April 13, 2026, April 16, 2026, May 5, 2026, May 28, 2026, June 5, 2026, June 12, 2026 (including the Current Report on Form 8-K/A filed June 12, 2026 containing the audited financial statements and unaudited pro forma financial information for the acquisitions of Zorronet Ltd. and Dr. Frucht Systems Ltd.) and June 18, 2026 and June 26, 2026; and |
| (e) | the description of the Registrant’s common stock contained in the Registration Statement on Form 8-A filed on December 13, 2018, under the Exchange Act, as amended by Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 (filed February 19, 2026), and including any further amendment or report filed for the purpose of updating such description. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed shall not be incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
The contents of the Prior Registration Statement (File No. 333-295000), including the information called for by Items 4, 5, 6, 7 and 9 of Part II thereof, are incorporated herein by reference pursuant to General Instruction E to Form S-8.
| II-1 |
Item 8. Exhibits.
The following exhibits are filed or incorporated by reference as part of this Registration Statement:
| * | Filed herewith. |
| II-2 |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dover, Delaware, on June 30, 2026.
| BIOMX INC. | ||
| By: | /s/ Michael Oster | |
| Michael Oster | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Mr. Michael Oster and Mr. David Rokach, and each or any one of them, as the undersigned’s true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| /s/ Michael Oster | Chief Executive Officer | June 30, 2026 | ||
| Michael Oster | (Principal Executive Officer) | |||
| /s/ David Rokach | Chief Financial Officer | June 30, 2026 | ||
| David Rokach | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Reuven Yeganeh | Director | June 30, 2026 | ||
| Reuven Yeganeh | ||||
| /s/ Liat Bidas | Director | June 30, 2026 | ||
| Liat Bidas | ||||
| /s/ Guy Arieli | Director | June 30, 2026 | ||
| Guy Arieli | ||||
| /s/ Ran Shaked | Director | June 30, 2026 | ||
| Ran Shaked |
| II-3 |
Exhibit 5.1
ABOUDI LEGAL GROUP PLLC
745 Fifth Avenue, Suite 500
New York, New York 10151
Tel: (646) 898-2006
June 30, 2026
BiomX Inc.
1167 Massachusetts Avenue
Arlington, Massachusetts 02476
Re: Registration Statement on Form S-8 — BiomX Inc. Amended and Restated 2026 Equity Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to BiomX Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, with respect to an additional 5,460,000 shares of the Company’s common stock (the “Shares”), issuable pursuant to the Company’s Amended and Restated 2026 Equity Incentive Plan (the “Plan”). This opinion is being furnished at the Company’s request in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as to the issuance of the Shares.
In rendering the opinion hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such documents, records, agreements and other instruments, including (a) the Registration Statement, (b) the Plan, (c) the Amended and Restated Certificate of Incorporation of the Company, as amended to date, (d) the Amended and Restated Bylaws of the Company, (e) certain resolutions adopted by the board of directors of the Company as we have deemed necessary and appropriate for the purpose of this opinion, and (f) such other certificates, instruments and documents as we have considered necessary for purposes of this opinion letter.
We have assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of any participants thereunder. We have further assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein.
Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that, when issued by the Company against payment therefor in the circumstances contemplated by the Plan and, assuming that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate actions of the Company and duly issued, granted or awarded and exercised and paid for, in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), to the extent that the Shares are issued in accordance with the foregoing, such Shares will be, when so issued, legally and validly issued, and fully paid and non-assessable.
This opinion is governed by, and shall be construed in accordance with, the General Corporation Law of Delaware and confined to, and given on the basis of, the laws and practices in Delaware as of the date of this opinion.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission.
Very truly yours,
By: /s/ David Aboudi
ABOUDI LEGAL GROUP PLLC
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of BiomX Inc. of our report dated February 19, 2026 relating to the financial statements, which appears in BiomX Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025.
| /s/ Kesselman & Kesselman | |
| Kesselman & Kesselman | |
| Certified Public Accountants (Isr.) | |
| A member firm of PricewaterhouseCoopers International Limited | |
| Tel-Aviv, Israel | |
| June 30, 2026 | |
Kesselman & Kesselman, 146 Derech Menachem Begin St. Tel-Aviv 6492103, Israel,
P.O Box 7187 Tel-Aviv 6107120, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il
Exhibit 23.2
KPMG Somekh Chaikin
8 Hartum St., Har Hotzvim
PO Box 212
Jerusalem 9100102, Israel
+972 2 531 2000
Consent of Independent Auditors
We consent to the use of our report dated June 11, 2026, with respect to the financial statements of Zorronet Ltd., incorporated herein by reference.
| /s/ Somekh Chaikin | |
|---|---|
| Somekh Chaikin | |
| Member Firm of KPMG International Jerusalem, Israel |
June 30, 2026
KPMG Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Consent of Independent Auditors
We consent to the use of our report dated June 11, 2026, with respect to the financial statements of Zorronet Ltd., incorporated herein by reference.
| /s/ Somekh Chaikin | |
|---|---|
| Member Firm of KPMG International Jerusalem, Israel |
June 30, 2026
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the registration statements on Form S-8 of BiomX Inc. of our report dated June 11, 2026, relating to the financial statements of Dr. Frucht Systems Ltd. as of December 31, 2025 and 2024, and for the two years then ended, which appears in this Form 8-K/A of BiomX Inc.
| /s/ Ziv Haft | |
| Ziv Haft | |
| Certified Public Accountants (Isr.) | |
| BDO Member Firm |
June 30, 2026
Tel Aviv, Israel
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||
| (1) | $ | $ | $ | ||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||
__________________________________________
Offering Note(s)
| (1) | Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is based on $0.343 per share, which is the average of the high and low prices of the Registrant’s common stock as reported on the NYSE American on June 29, 2026. Fee Calculation Rule is “Other” pursuant to the Filing Fee Disclosure and Payment Methods Modernization rules adopted by the Securities and Exchange Commission. The fee is calculated in accordance with Rules 457(c) and 457(h) under the Securities Act. Represents shares of the Registrant’s common stock issuable pursuant to awards granted or to be granted under the BiomX Inc. 2026 Equity Incentive Plan. |