BiomX Inc美国招股说明书(2026年2月13日版本)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-293308 PROSPECTUS BiomX Inc. 5,310,933 Shares of Common Stock(and including up to 261,933 Dividend Shares) This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of5,310,933 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 1,650,000 shares issuableupon the conversion of shares of our newly designated Series Y convertible preferred stock (the “Preferred Shares”), (ii) 3,399,000shares issuable upon exercise of certain warrants to purchase shares of Common Stock (the “Warrants”), and (iii) 261,933 sharesissuable as dividends (the “Dividend Shares”) to the holders of the Preferred Shares at a rate of 15% per annum on the stated value of The Preferred Shares were acquired by the applicable selling stockholders under the Securities Purchase Agreement (the “PurchaseAgreement”), dated December 26, 2025, by and among the Company and the investor party thereto (the “Investor”). The Warrantswere acquired by the selling stockholders under the (i) Purchase Agreement (such Warrants issued pursuant to the PurchaseAgreement, the “Investor Warrants”), and (ii) an engagement agreement (the “Engagement Agreement”), dated November 26, 2025,between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), as applicable (such Warrants issued pursuant to the The Conversion Shares and the Warrant Shares were issued in reliance upon the exemption from the registration requirements inSection 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. We are registering the resale of the Conversion Shares and Warrant Shares issuable upon exercise of the Investor Warrants covered bythis prospectus as required by the Registration Rights Agreement, dated December 26, 2025, by and among the Company and theInvestor (the “Registration Rights Agreement”). We are also registering for resale the Warrant Shares issuable upon exercise of the The selling stockholders will receive all of the proceeds from any sales of the shares offered hereby. We will not receive any of theproceeds, but we will incur expenses in connection with the offering. To the extent the Warrants are exercised for cash, if at all, we will The issuance of the shares of Common Stock covered by this prospectus could cause substantial dilution to our existing stockholders.The actual number of shares of Common Stock that we issue to the selling stockholders may be less than the aggregate number ofshares covered by this prospectus. Please refer to risk factor entitled “The issuance of the shares of Common Stock covered by thisprospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby cause ourexisting stockholders to experience substantial dilution” on page 7 of this prospectus. For additional information on the terms of the Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholders will offer orsell any of such shares of Common Stock. The selling stockholders named in this prospectus, or their donees, pledgees, transferees orother successors-in-interest, may resell the shares of Common Stock covered by this prospectus through public or private transactionsat prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on Any shares of Common Stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to No underwriter or other person has been engaged to facilitate the sale of the Common Stock in this offering. We will bear all costs,expenses and fees in connection with the registration of the Common Stock. The selling stockholders will bear all commissions and Our Common Stock is listed on the NYSE American under the symbol “PHGE.” On February 12, 2026, the last reported sales pricefor our Common Stock was $6.40 per share. Investment in our Common Stock involves risk. See “Risk Factors” contained in this prospectus, in our periodic reports filedfrom time to time with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and inany applicable prospectus supplement. You should carefully read this prospectus and any applicable prospectus supplement, Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is February 13, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuantto which the selling stockholders named herein ma