PHGE SEC filings, in plain English
Everything Chardan Healthcare Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 12 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: The filing reports that BiomX Inc. announced a one-for-ten (1-for-10) reverse stock split of its common stock, approved by stockholders on August 25, 2026, and fixed by the Board of Directors on August 28, 2026. The effective time is set for 12:01 a.m. Eastern Time on September 9, 2026, at which point outstanding shares will reduce from approximately 26.7 million to approximately 2.7 million. Proportionate adjustments will be made to exercise prices and share counts for outstanding warrants, convertible instruments, and equity awards. No fractional shares will be issued; holders entitled to fractional shares will receive enough additional shares to round up to the next whole share. Why it matters: This action fundamentally alters the capital structure by reducing the number of outstanding common shares by 90% and adjusting related derivative instruments, which impacts per-share metrics and ownership percentages due to fractional share rounding. It also establishes the timeline for when the stock will begin trading on a split-adjusted basis on the NYSE American.
What changed: BiomX Inc. filed an 8-K on August 25, 2026, reporting the final results of a Special Meeting of Stockholders held that day. The filing confirms that stockholders approved three proposals: (1) the issuance of shares to Mandragola Ltd. in connection with the acquisition of controlling equity interests in Dr. Frucht Systems Ltd.; (2) an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-20, reducing authorized common stock from 750,000,000 to 150,000,000; and (3) the ratification of Barzily Co. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The document notes that 9,813,430 shares were represented at the meeting, constituting approximately 36.9% of outstanding shares. Why it matters: This filing provides the definitive outcome of the corporate governance actions required for BiomX's acquisition of Dr. Frucht Systems Ltd. and its capital structure adjustments. Specifically, it validates the shareholder approval for the transaction with Mandragola Ltd. and establishes the legal framework for the upcoming reverse stock split, which will significantly reduce the number of authorized shares. It also confirms the appointment of the new auditor, Barzily Co., for the current fiscal year. For investors tracking the deal progress, this confirms the necessary regulatory and shareholder hurdles have been cleared.
What changed: The registrant reports an accumulated deficit of approximately $239.8 million as of June 30, 2026 against approximately $216.9 million at December 31, 2025, substantially all attributable to its legacy phage therapy operations and pre-restructuring corporate expenses, and states it has not generated material revenue from operations. Net cash used in operating activities was $6,583 thousand for the six months. Management states current funds will fund operations only for the next several months and that these factors raise substantial doubt about the ability to continue as a going concern. Why it matters: Two constraints run alongside the cash burn. On March 25, 2026 NYSE Regulation notified the company it was not in compliance with Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide, citing a stockholders' deficit of $(1.3) million at December 31, 2025 and losses in its five most recent fiscal years. And on July 10, 2026 it cancelled 1,013,637 shares issued on a note conversion to stay within the Section 712 19.99% cap, reinstating $379 thousand of principal, with shareholder approval sought at an August 25, 2026 meeting.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“that the Company will be successful in such processes. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2026-06-08going concern APPEAREDgoing-concern doubt1 moved
- Going-concern doubt
- not statedstated
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“ended December 31, 2025 and 2024 includes an explanatory paragraph expressing substantial doubt about DFSL’s ability to continue as a going concern. DFSL has historically relied on loans from its stockholder and, since April 2026, on”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: BiomX Inc., successor to Chardan Healthcare Acquisition Corp., held its 2026 annual meeting virtually on June 26, 2026. Of 11,160,153 shares outstanding on the June 2, 2026 record date, 4,518,349 were represented, about 40.5% and a quorum. Stockholders elected Ran Shaked, the sole Class III nominee, until the 2029 annual meeting with 5,120,627 for and 39,796 withheld, and approved an amendment to the BiomX Inc. 2026 Equity Incentive Plan. Why it matters: A routine annual meeting with low participation at 40.5% of shares entitled to vote. Worth noting that the votes recorded for the director exceed the share count the filing states was represented at the meeting, which the report does not reconcile.
What changed: BiomX Inc. supplemented its June 8, 2026 definitive proxy statement for the 2026 Annual Meeting, scheduled for June 26, 2026 at 9 a.m. Eastern in virtual format only. The supplement corrects one disclosure: the proxy statement said the Audit Committee had appointed Kesselman & Kesselman (PwC Israel) as independent registered public accounting firm for the fiscal year ending December 31, 2026, which the company states was included in error. No auditor has been appointed for fiscal 2026; the committee is still selecting one and will disclose its choice, to the extent required, on Form 8-K. Why it matters: 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.
What changed: BiomX Inc., the successor to Chardan Healthcare Acquisition Corp., called its 2026 annual meeting for June 26, 2026 at 9 a.m. Eastern Time in a virtual-only format, record date June 2, 2026. Michael Oster, age 54, was appointed Chief Executive Officer effective March 4, 2026, having previously led mergers and acquisitions at Alon USA Energy. The proxy discloses that on April 10, 2026 the company entered into and simultaneously closed a Stock Purchase Agreement with Water IO Ltd., acquiring all of the issued and outstanding share capital of that company. Why it matters: 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.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “Guide, the Compliance Plan we submitted to NYSE Regulation on April 24, 2026; ● substantial doubt about our ability to continue as a going concern; ● our ability to raise additional capital on acceptable terms, or at all, including under”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.