Chardan Healthcare Acquisition Corp.

Moving from a Big Four member firm to a small local practice is a downgrade in audit profile, and the timing matters: it follows two consecutive audits carrying going concern doubt and coincides with the company renegotiating a defaulted note and cancelling shares it had issued in breach of NYSE American rules. No disagreement is reported, but for former PHGE holders the combination of substantial doubt, a smaller auditor and repeated compliance corrections is the pattern that precedes deeper restructuring.

The ballot is unchanged: holders vote only on electing Ran Shaked as sole Class III director, on an amendment to the 2026 Equity Incentive Plan increasing the shares reserved for issuance, and on adjournment. Auditor ratification was not and never was a matter submitted to a vote, so no proposal is added or withdrawn. The June 2, 2026 record date, the meeting date, time and virtual location, the board recommendations and the voting procedures all stand, and no holder action is required. Kesselman & Kesselman audited fiscal 2025 and 2024, and the Audit Committee Report is unaffected.

A new chief executive with an M&A and energy background rather than a clinical one, followed a month later by the immediate closing of an acquisition of Water IO, signals a strategic redirection away from the phage therapy business the Chardan SPAC financed. Simultaneous signing and closing means the transaction was completed without a shareholder vote, so holders learn of the pivot after the fact rather than approving it.

Four directors and a chief executive installed within two months amounts to a change of control of the board without a shareholder vote, and the special meeting called weeks later is the new group's first request of holders. The same company would close an acquisition of Water IO on the day of this meeting, so the reconstituted board was already redirecting the business. Legacy Chardan Healthcare holders have no trust or floor beneath that pivot.

Series Y preferred ranks ahead of every other class including the existing Series X, so a new investor now sits at the top of the liquidation stack and common holders are pushed a further rung down. Approving the conversion shares completes that dilution. Within weeks of this meeting the chief executive signing the letter would be replaced and four new directors installed, so the Series Y issuance is the financing that preceded a change of control.

A reverse split range this wide hands the board discretion to cut the share count by anywhere from a fifth to a twentieth, at a time of its choosing before the authorization lapses — the usual reason a Nasdaq-listed former SPAC seeks that power is a bid price problem, and the ratio actually chosen determines how severe the board judges it. Holders approving the proposal are approving the range, not a number. Executive terms disclosed include a NIS 2,000 (about $541) monthly car allowance and 12 months' non-statutory severance for Mr. Solomon.

The company sold the warrants in February and is back before shareholders in March asking permission for them to be exercised, which means the financing was priced and closed on the assumption this vote would pass — a refusal would leave investors holding warrants they cannot exercise into stock. Section 713 is triggered when issuance would exceed the exchange's 20% threshold or occur below market value, so the exercise is large or discounted relative to the 24,966,053 shares outstanding, or both.

The same meeting carries the consideration for an acquisition: under the merger agreement the company agreed to submit to holders the conversion of 256,887 shares of Series X Preferred Stock issued to APT's stockholders alongside Merger Warrants and common stock, allocated per the certificate delivered at closing. A financial adviser opined on March 5, 2024 that the merger consideration was fair to BiomX from a financial point of view — the standard protection when a board issues stock rather than cash for a target.

The consideration is a fixed share count rather than a fixed value, so redemptions do not change what BiomX holders receive — only how much cash arrives with it. As of June 30, 2019 the trust account held $70,881,151, and on the September 17, 2019 record date the common stock last traded at $10.14. The shares going to BiomX securityholders are issued in a private placement under Section 4(a)(2) of the Securities Act rather than registered, so they are restricted securities in the recipients' hands rather than freely tradable at closing.

The proxy states the trust as currently anticipated to be no less than approximately $10.00 per share net of taxes payable, and caps redemptions at 2,033,709 shares at a redemption price of approximately $10.07, the maximum consistent with the minimum remaining net tangible assets. The outside date is December 18, 2020, so the timetable is not the pressure here. Note the $9.80 fee-table share price: the market was below the stated trust value when this proxy was drafted.

What changed: BiomX Inc. (NYSE American: PHGE) filed as Exhibit 10.1 a Share Purchase and Option Agreement dated August 5, 2026 with Mayers Ventures LLC. BiomX will acquire, in a secondary sale of shares held by Motomova Inc. (OTC: MTMV), 171,982 ordinary and 152,591 preferred shares — 324,573 shares representing 10% of the total issued share capital of M.E.A. Why it matters: A phage-therapy company is buying an initial 10% of an Israeli drone-testing business for $50,000 and 1.3 million of its own shares, with a two-year option over control priced off financial statements that will not exist until 2028. The agreement itself states that the target's technology ownership, its customers and an existing bank lien over its assets are unconfirmed, and the option price formula depends entirely on a fiscal 2027 audit — so neither the asset nor the eventual price is fixed by this document.

What changed: BiomX Inc. (NYSE American: PHGE) filed a definitive proxy statement for a special meeting on August 25, 2026 at 9:00 a.m. Eastern Time, held virtually, with a record date of August 10, 2026 on which 26,559,607 shares were outstanding; the quorum is one third of the voting power, or 8,853,203 votes. Why it matters: The issuance proposal is required because the Dr. Frucht consideration, the line of credit and the revenue bonus can together exceed the NYSE American thresholds — approving it authorises dilution whose size depends on facts not fixed at the vote. The split authority runs for a year and covers multiple splits totalling up to 1-for-20, and the authorized share count only falls if a split actually happens.

What changed: BiomX Inc., the Chardan Healthcare Acquisition Corp. successor, agreed an Amendment No. 1 and Waiver dated July 24, 2026 to the $1,250,000 note issued to Water IO Ltd. in the April 10, 2026 ZorroNet acquisition. Maturity moves from July 10, 2026 to November 1, 2026, with $250,000 payable within two business days and four monthly instalments of $250,000 through November 1, interest at the short-term Applicable Federal Rate. For accrued interest BiomX will issue 800,000 restricted shares, subject to NYSE American clearance and an August 31, 2026 longstop after which cash is payable. Why it matters: The note had already matured unpaid — Water IO's waiver is retroactive to the original maturity date and confirms no acceleration — so this is a default cured by renegotiation rather than a routine extension. The company is paying accrued interest in 800,000 shares because cash is tight enough that a $1.25 million obligation had to be spread over four months. For former PHGE holders that is both dilution and a signal about liquidity ahead of the November 1, 2026 final instalment.

What changed: BiomX Inc., the Chardan Healthcare Acquisition Corp. successor, filed a preliminary proxy for a special meeting at 9:00 a.m. ET on an unstated 2026 date, seeking approval of an Issuance Proposal. It covers the DFSL acquisition consideration, including a $3,000,000 unsecured convertible note convertible solely at the company's option, and a revolving line of credit of up to $2,000,000 whose advances are convertible notes bearing 12% simple annual interest, convertible at the prior day's closing price. NYSE American aggregates both under Section 712 of its Company Guide. Why it matters: The exchange has aggregated two separate financings for approval purposes, so the vote covers the full dilution rather than each piece in isolation — and the proxy states plainly that the securities, if approved and issued, will dilute existing stockholders' ownership and voting interests. Conversion at the prior day's closing price means the lower the stock goes the more shares the lender receives, the classic reflexive structure. A 9.99% beneficial ownership cap limits any single holder's position but not the aggregate issuance.

What changed: BiomX Inc., the Chardan Healthcare Acquisition successor, disclosed that NYSE American aggregates its April 13, 2026 purchase of a 60% interest in Dr. Frucht Systems Ltd. from Mandragola Ltd. with the related $2,000,000 revolving line of credit under Section 712 of the Company Guide, which requires stockholder approval before issuing 20% or more of the shares outstanding in an acquisition. On June 2, 2026 it issued 1,013,637 restricted shares to three Mandragola assignees on partial conversion of a $379,000 note. Those shares will be cancelled pending shareholder approval. Why it matters: Shares already issued are being cancelled because the exchange concluded they breached the 20% rule, which means the company issued stock it was not entitled to issue without a vote. For holders that is a rare reversal of dilution, but only temporarily: the shares come back if stockholders approve, and the special meeting proxy filed a week later asks for exactly that. The episode also shows the acquisition and the credit line are one financing in the exchange's eyes, not two.

What changed: BiomX Inc., the Chardan Healthcare Acquisition Corp. successor, dismissed Kesselman & Kesselman, the Israeli PwC member firm, as independent registered public accounting firm on July 1, 2026, effective simultaneously with the engagement of Barzily & Co. that day. PwC's reports for the years ended December 31, 2024 and 2025 contained no adverse opinion or disclaimer and were not qualified, except that each included an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. There were no disagreements. Why it matters: Moving from a Big Four member firm to a small local practice is a downgrade in audit profile, and the timing matters: it follows two consecutive audits carrying going concern doubt and coincides with the company renegotiating a defaulted note and cancelling shares it had issued in breach of NYSE American rules. No disagreement is reported, but for former PHGE holders the combination of substantial doubt, a smaller auditor and repeated compliance corrections is the pattern that precedes deeper restructuring.