Good morning. Welcome to the BiomX Inc. special meeting of stockholders. I would now like to turn the conference over to Michael Oster, CEO of BiomX. Please go ahead.
Thank you. Good morning, ladies and gentlemen. I'm Michael Oster, Chief Executive Officer of BiomX Inc. I welcome you to our special meeting of stockholders. I'll conduct and act as chairman of this meeting. With me, I have David Rokach, our CFO. We're both newly appointed, and we look forward to help advance the company's programs, maintain disciplined execution, and deliver meaningful milestones that support long-term value for you, our shareholders. I hereby call the meeting to order. A representative of Broadridge Financial Solutions, Inc. has been appointed as the Inspector of Election. The Inspector of Election has taken and signed an oath of office, and the secretary has been instructed to file this signed oath of the Inspector of Election with the records of the meeting.
If you have your control number and have not voted or would like to change your vote, the polls are now open, and you may proceed to vote through the virtual meeting website. If you have already voted and do not want to change your vote, you do not need to vote again. According to a certified copy of a list of stockholders of the company, the company has issued an outstanding, as of the close of business of February 3, 2026, 1,593,516 shares of common stock, with each such share entitled to one vote at this meeting. According to our tabulation, there are 556,978 shares present or represented at the meeting. Therefore, I declare that a quorum is present for the purpose of transacting business at this meeting.
In addition, notice of this special meeting has been given to all stockholders of record as of February 3, 2026. I also have an affidavit of mailing from Broadridge Financial Solutions, Inc. The affidavit states that a notice of internet availability of proxy materials was duly mailed commencing on or about February 13, 2026, to all stockholders of record as of February 3, 2026. As stated in the notice of this meeting, two matters will be considered and acted upon at this meeting.
The first order of business is to approve, for the purpose of complying with Section 713(a) of the NYSE American LLC Company Guide, the issuance of shares of our common stock underlying the shares Series Y convertible preferred stock and warrants to purchase common stock issued and/or issuable by us pursuant to the terms of, one, that certain security purchase agreement dated as of December 26, 2025, by and among the company and the investor named therein, and two, that certain engagement letter dated as of November 26, 2025, by and between the company and H.C. Wainwright & Co., LLC, as placement agent for the related offering, including, one, any shares of common stock issuable pursuant to the payment of dividends on the Series Y convertible preferred stock.
Two, any additional shares of common stock issuable in connection with any voluntary adjustment by the company of the conversion price of the Series Y convertible preferred stock or the exercise price of the warrants in an amount in excess of 19.99% of our common stock outstanding immediately prior to the date of the securities purchase agreement. Further information about this proposal is set forth in the proxy statement. Approval of this matter requires affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote on this proposal. The board of directors has recommended that you vote for the issuance proposal.
The second order of business is the vote to adjourn the special meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the issuance proposal presented at this special meeting. Further information about this adjournment proposal is set forth in the proxy statement. Approval of this proposal requires the holders of the majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote on this proposal. The board of directors has recommended that you vote for the approval of the adjournment proposal. I now call for a vote by ballot on the two matters I have just described. The polls are open as of the beginning of this meeting.
If you have your control number and have not voted or would like to change your vote, you may proceed to vote through the virtual meeting website. If you have already voted and do not want to change your vote, you do not need to vote again. All having voted who wish to do so, the polls are declared to be closed. Based upon a preliminary count, we have sufficient votes, one, to approve for the purpose of complying with Section 713(a) of the NYSE American LLC Company Guide, the issuance of shares of our common stock underlying the Series Y preferred stock and warrants. Two, to adjourn the special meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the issuance proposal presented at this special meeting.
On the basis of such report, I hereby declare that the issuance of shares of our common stock underlying the Series Y preferred stock and warrants issued by us in a private placement, as discussed in the proxy statement, is approved. This completes the business of our agenda. If you have any additional questions for any member of management, questions may be submitted to David Rokach or myself. We will respond to appropriate questions in due course after the meeting. There being no further business, this concludes our special meeting. This meeting is adjourned.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.