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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): February
9, 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, DE |
|
19904 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (972) 54-561-0935
| 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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On February 9, 2026, and February
11, 2026, Jonathan Leff and Jesse Goodman resigned from the Board of Directors (the “Board”) of BiomX Inc. (the “Company”),
for personal reasons, each effective immediately. Neither Mr. Leff nor Mr. Goodman advised the Company of any disagreement with the Company
on any matter relating to its operations, policies or practices. The Company is actively seeking new candidates to fill the resulting
vacancies on the Board.
On February 13, 2026, the
Board of the Company, pursuant to a recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Liat Bidas
to serve as a Class II Director of the Company, with a term expiring at the Company’s annual meeting of stockholders in 2028, in
order to fill one of the resulting vacancies on the Board.
Ms. Bidas is a Managing Partner
at UpStream Capital Group, where since 2014 she has been engaged in investments in financial and real estate transactions, and provides
advisory services and merger proposals. Since 2022, Ms. Bidas has served as a director of BioView, a publicly traded medical diagnostic
device company listed on the Tel Aviv Stock Exchange (TASE), and has been involved in the company’s business development since 2023. Previously,
Ms. Bidas served as Chairperson of the Board of Directors of Dirom Construction Investments and Development Company Ltd. (2014-2015) and
as Chairperson of the Board of Directors of Inventech Central Hotels (2014-2015). From 2011 to 2014, Ms. Bidas worked with
Top Alpha Capital in investment banking. In parallel, since 1999 Ms. Bidas has worked at Active Optic Systems Ltd. in quality
inspection and training roles relating to medical and cosmetic products, and since 2019 she has also served as a member of the company’s
board of directors. Ms. Bidas holds undergraduate studies from Bar-Ilan University in psychology, criminology and sociology,
and completed additional studies in the financial field at Bar-Ilan University, including risk management, financial statements, corporate
governance and a directors’ course.
There is no arrangement or understanding
between Ms. Bidas and any other person pursuant to which Ms. Bidas was selected as a Director. There are no transactions, relationships
or agreements between Ms. Bidas and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under
the Securities Exchange Act of 1934, as amended.
The Board concluded that Ms. Bidas
is qualified to serve as a Director and is independent under the rules of the NYSE American LLC. For her service as a Director, Ms. Bidas
will be entitled to the compensation the Company generally provides to its Directors, with the annual cash fees prorated.
In connection with her appointment,
the Company will enter into an indemnification agreement with Ms. Bidas on substantially the same terms as the agreements previously entered
into between the Company and each of its other Directors. The form of indemnification agreement entered into between the Company and its
Directors is filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed on March 25, 2025, and is incorporated herein
by reference.
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. |
| |
|
|
| February 13, 2026 |
By: |
/s/ Jonathan Solomon |
| |
|
Name: Jonathan Solomon |
| |
|
Title: Chief Executive Officer |
