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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 13, 2026
BIOMX INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-3876 |
|
82-3364020 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
850 New Burton Road, Suite 201, Dover, DE 19904
(Address of principal executive offices)
972 52 437 4900
(Registrant’s telephone number, including
area code)
Not Applicable
(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 to 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 per share |
|
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 1.01 Entry into a Material Definitive
Agreement.
Amendment to Warrant
As previously reported in
a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 29, 2025 (the “Prior
8-K”), on December 26, 2025, BiomX Inc. (the “Company”) entered into a Securities Purchase Agreement, with an investor
(the “Investor”), pursuant to which the Company agreed to issue and sell in a private placement, up to 3,300 shares of the
Company’s Series Y Convertible Preferred Stock, par value $0.0001 per share, and a warrant (the “Warrant”) to purchase
up to 3,300,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an initial
exercise price of $2.00 per share, which expires five years from the date of issuance.
On March 13, 2026, the Company
and the Investor entered into an amendment to the Warrant (the “Warrant Amendment”), pursuant to which, the Investor and the
Company agreed to (i) amend the term of the Warrant, such that the Warrant will expire on December 31, 2026, (ii) reduce the exercise
price of the Warrant from $2.00 to $1.00 per share, and (iii) revise the method of determining the number of shares of Common Stock issuable
upon a cashless exercise of the Warrant such that the number of shares of Common Stock issuable upon cashless exercise will be determined
by reference, where applicable, to the lowest VWAP on the five (5) trading days immediately preceding the date on which the notice of
exercise is submitted to the Company, rather than the VWAP on the day immediately preceding the date on which the notice of exercise is
submitted. No proportional adjustment to the number of shares of Common Stock issuable upon exercise of the Warrants was made as a result
of the Warrant Amendment.
The descriptions of the terms
of the Warrant contained in Item 1.01 of the Prior 8-K are incorporated herein by reference. In addition, the foregoing summary of the
Warrant Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the Warrant Amendment, a copy of
which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On March 19, 2026, the Company issued a press release
relating to the Warrant Amendment and general business updates. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including
Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a
filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a
determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination
of such information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 4.1 |
|
Amendment to Warrant. |
| 99.1 |
|
Press release dated March 19, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
|
| Date: March 19, 2026 |
By: |
/s/ Michael Oster |
| |
Name: |
Michael Oster |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
BiomX CEO Issues Letter to Stockholders
CEO Letter to Stockholders highlights the Company’s strategic
and financial reset designed to strengthen BiomX in the near term and unlock future growth opportunities
Dover, DE - March 19, 2026 - BiomX Inc. (NYSE American: PHGE),
today released the following letter from its Chief Executive Officer to stockholders.
Dear Stockholders,
Over the past several weeks, BiomX has taken decisive steps to reshape
its leadership, priorities, and financial structure. Leadership has evolved, strategic priorities have been sharpened, and we are taking
concrete steps intended to improve the Company’s financial and operational structure. These changes have not been easy, but they
are necessary to put BiomX on a stronger and more disciplined path forward.
Our goal is clear: to stabilize the Company’s financial footing,
simplify our capital structure, and position BiomX to pursue strategic opportunities with greater focus and discipline.
One such change relates to the warrants issued in connection with the
recent investment completed in December 2025. These warrants were originally structured with a five-year term. Following consideration,
the Board, in agreement with the warrant holders, determined to amend the warrant structure so that the warrants will have a one-year
exercise period with an adjusted exercise price of $1.00 per share.
The details of this amendment are described in the Form 8-K filed on
March 19, 2026. In practical terms, this change significantly shortens the timeline associated with these warrants. Long-dated warrants
can create an overhang that may complicate how public investors evaluate the Company. By shortening the period to one year, BiomX is working
towards the resolution of this overhang. The shorter duration also reduces the theoretical value of these warrants, as commonly measured
by option pricing models.
We believe this step aligns the interests of the Company and our investors
while supporting a more efficient financial structure, strengthening BiomX’s financial profile.
Looking ahead, we are focused on simplifying our capital structure
and strengthening our financial foundation to support future growth. These actions are intended to enhance our flexibility to access capital
as we pursue the right opportunities. As part of this process, we are actively evaluating opportunities to reposition the Company toward
sectors benefiting from strong global demand for advanced technologies, including defense-related applications.
Along with reducing non-essential costs and having a more rigorous
spending discipline, we believe this better positions BiomX to execute on its long-term strategy. These actions include, for example,
finalizing expenses related to the closure of our Maryland facility and other measures aimed at reducing the Company’s overhead.
In parallel, we have increased our engagement with the capital markets
and are actively engaging with investment banks and institutional investors, In addition, we are evaluating strategies, broader opportunities,
and potential targets to reposition the Company. BiomX is also consulting with Wall Street and business advisors to support such growth.
Our new leadership team brings experience across financial markets,
corporate strategy, and public-Company management, including managing large public companies in the energy and defense sectors. We are
focused on operating BiomX with strong financial discipline and responsible capital allocation.
We believe the steps we are taking support a more flexible and disciplined
path forward while positioning BiomX to create long-term value for stakeholders.
I would like to thank our employees for their continued dedication
and our stockholders for their patience and support during this period of transition. We remain committed to doing the work necessary
to move BiomX forward on a stronger and more sustainable path.
Sincerely,
MichaelOster
CEO
BiomX Inc.
###
Forward-Looking Statements
This press release contains express or implied “forward-looking
statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act
of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,”
“will,” “may,” “anticipate,” “estimate,” “would,” “positioned,”
“future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, such as statements regarding the expected benefits of the Company’s new leadership and future growth strategy. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on BiomX management’s
current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict and many of which are outside of BiomX’s control. These risks and
uncertainties include, but are not limited to, changes in applicable laws or regulations; the possibility that BiomX may be adversely
affected by other economic, business, and/or competitive factors; competition; uncertainties as to the sufficiency of BiomX’s cash
resources to fund its planned activities for the periods anticipated and BiomX’s ability to manage unplanned cash requirements;
and general economic and market conditions. Therefore, investors should not rely on any of these forward-looking statements and should
review the risks and uncertainties described under the caption “Risk Factors” in BiomX’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026, and additional disclosures BiomX makes
in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made
as of the date of this press release, and except as provided by law, BiomX expressly disclaims any obligation or undertaking to update
forward-looking statements.
BiomX Contact:
Yair Ohayon,
Yairo@biomx.com
