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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):
September 3, 2026
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.) |
850 New Burton Road, Suite 201, Dover, Delaware
19904
(Address of principal executive offices, including
zip code)
(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 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 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 (§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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Reverse Stock Split. On September 3, 2026,
BiomX Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the
“Split Amendment”) with the Secretary of State of the State of Delaware, which became effective at 12:01 a.m., Eastern Time,
on September 9, 2026. The Split Amendment effected a one-for-ten reverse stock split of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), and reduced the number of authorized shares of Common Stock from 750,000,000 to 150,000,000.
The Split Amendment was approved by the Company’s stockholders at a special meeting held on August 25, 2026, as previously reported.
Trading in the Common Stock on a split-adjusted basis on the NYSE American commences with the market open on September 9, 2026 under the
new CUSIP number 09090D 608. No fractional shares will be issued; as previously disclosed, fractional shares were rounded up to the nearest
whole share at the record holder and DTC participant level.
Name Change. On September 3, 2026,
the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Name Change Amendment”)
with the Secretary of State of the State of Delaware, which will become effective at 12:01 a.m., Eastern Time, on September 11, 2026,
changing the Company’s name from BiomX Inc. to Tessera Defense and Homeland Security Inc. The Name Change Amendment was approved
by the Company’s Board of Directors on August 31, 2026 and, pursuant to Section 242(d)(1) of the Delaware General Corporation Law,
did not require stockholder approval. In connection with the name change, the Common Stock will begin trading on the NYSE American under
the ticker symbol “HLSQ” at the market open on September 11, 2026. The CUSIP number of the Common Stock, 09090D 608, was not
changed by the name change.
The foregoing descriptions of the Split Amendment
and the Name Change Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of those
amendments, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 |
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of BiomX Inc. (reverse stock split), effective September 9, 2026 |
| |
|
|
| 3.2 |
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of BiomX Inc. (name change), to be effective September 11, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: September 9, 2026 |
|
| |
|
|
| By: |
/s/ Michael Oster |
|
| Name: |
Michael Oster |
|
| Title: |
Chief Executive Officer |
|
