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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 31, 2025
| BiomX
Inc. |
| (Exact
Name of Registrant as Specified in its Charter) |
| Delaware |
|
001-38762 |
|
82-3364020 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
22
Einstein St., Floor 4
Ness Ziona, Israel |
|
7414003 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +972 723942377
| n/a |
| (Former
name or former address, if changed since last report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value |
|
PHGE |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item
1.02 Termination of a Material Definitive Agreement.
Adaptive
Phage Therapeutics, LLC (“APT”), a wholly owned subsidiary of the Company, was party to a lease agreement with ARE-708 Quince
Orchard, LLC (the “Landlord”) relating to premises located in Gaithersburg, Maryland (the “Lease” or “Lease
Agreement”).
On
December 31, 2025, APT entered into a Seventh Amendment to Lease Agreement (the “Seventh Amendment”) with the Landlord in
settlement of such claims. Pursuant to the Seventh Amendment, among other things, (i) the Lease was terminated effective December 31,
2025, (ii) APT agreed to make a one-time payment to the Landlord in the amount of $800,000, (iii) the Landlord confirmed its draw on
an existing letter of credit in the amount of $153,557.68, and (iv) upon satisfaction of the conditions set forth in the Seventh Amendment,
the Landlord agreed to release APT and the Company from any further obligations and liabilities under the Lease, subject to certain limited
surviving obligations.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Amendment No. 7, dated as of December 31, 2025, to the Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL documents) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BIOMX
INC. |
| |
|
|
| January
7, 2026 |
By: |
/s/
Jonathan Solomon |
| |
|
Name: |
Jonathan
Solomon |
| |
|
Title: |
Chief
Executive Officer |
3
