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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 4, 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 545610935
| 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 2.01. Completion of Acquisition or Disposition of Assets.
As
previously reported, on December 11, 2025, the board of directors of BiomX Ltd., a wholly owned subsidiary of BiomX Inc., or the Company,
resolved to approve and authorize the filing of an application to commence insolvency proceedings for BiomX Ltd. in accordance with the
Israeli Insolvency and Financial Regulation law 5778-2018. On January 25 , 2026, BiomX Ltd. commenced such proceeding in the Central
District Court in Lod, Israel and the court appointed a trustee, or the Trustee. On February 4, 2026, the Trustee notified BiomX Ltd.’s
Chief Executive Officer and Chief Financial Officer that their roles as officers of BiomX Ltd. had been terminated. The Company determined
that the termination is considered as a change of control as of February 4, 2026, and that BiomX Ltd. should be deconsolidated from the
Company’s consolidated financial statements. The deconsolidation of BiomX Ltd. is considered a disposition of a significant amount
of assets under Item 2.01 of Form 8-K. As a result, the Company prepared the unaudited pro forma condensed consolidated financial statements
included herein as Exhibit 99.1, which were prepared in accordance with Article 11 of Regulation S-X and are based on the historical
financial statements of the Company.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
described in Item 2.01 above, on February 4, 2026, BiomX Ltd.’s Chief Executive Officer, Jonathan Solomon, and Chief Financial
Officer, Marina Wolfson, were notified that their role as officers of BiomX Ltd. had been terminated, retroactive to January 25,
2026. Mr. Solomon and Ms. Wolfson remain in their current positions as the Company’s principal executive officer and principal
financial officer, respectively. In addition, on February 9, 2026 the Company’s Chief Development Officer, Merav Bassan, was
notified that her officer role at BiomX Ltd. had been terminated retroactive to January 25, 2026. Dr. Bassan will continue to serve
in her current position as Chief Development Officer of the Company. As a result of their terminations from BiomX Ltd., Mr. Solomon
will receive nine months of severance payments and three months advance notice and Ms. Wolfson and Dr. Bassan are each entitled to
receive six months of severance payments and three months of advance notice.
Item
9.01. Financial Statements and Exhibits.
(b)
Pro Forma Financial Information
The
Company’s unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 and the Company’s
unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2024 and for the nine months
ended September 30, 2025, with respect to the deconsolidation of BiomX Ltd., are filed as Exhibit 99.1 to this Current Report
on Form 8-K and are incorporated by reference herein.
The accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, is presented as if the deconsolidation
of BiomX Israel and related events had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations
for the nine months ended September 30, 2025, and the year ended December 31, 2024, are presented as if such deconsolidation had occurred
on January 1, 2024, for purposes of the statements of operations. These unaudited pro forma condensed consolidated financial statements
are not necessarily indicative of the Company’s expected financial position or results of operations for any future period. Differences
could result from numerous factors, including future changes in the Company’s remaining clinical programs, business focus, strategic
alternatives, operating expenses and other reasons. Actual future results are likely to be different from amounts presented in these
unaudited pro forma condensed consolidated financial statements and such differences may be significant.
(d)
Exhibits
| Exhibit |
|
Description |
| 99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial Statements |
| 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. |
| |
|
|
| February 10, 2026 |
By: |
/s/
Jonathan Solomon |
| |
|
Name: |
Jonathan Solomon |
| |
|
Title: |
Chief Executive Officer |
EXHIBIT
99.1
BIOMX
INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
On
December 8, 2025, BiomX Israel, a wholly owned subsidiary of BiomX Inc (the “Company”)., announced the discontinuation of
its ongoing Phase 2b clinical trial evaluating nebulized phage therapy BX004 in patients with cystic fibrosis associated with chronic
Pseudomonas aeruginosa infections. Following the announcement, BiomX Israel commenced insolvency proceedings in Israel (the “Proceedings”).
On January 25, 2026, the District Court of the Central District in Lod, Israel, appointed a trustee (the “Trustee”) to manage
and administer the Proceedings. On February 4, 2026, the Trustee notified BiomX Ltd.’s Chief Executive Officer and Chief Financial
Officer that their roles as officers of BiomX Ltd. had been terminated. The Company determined that the termination is considered as
a change of control as of February 4, 2026, and that BiomX Ltd. should be deconsolidated from the Company’s consolidated financial
statements.
As
a result of the initiation of the Proceedings and the loss of control over BiomX Israel in accordance with applicable accounting guidance,
BiomX Inc. prepared the following unaudited pro forma condensed consolidated financial information (the “Pro Forma Financial Statements”).
The Pro Forma Financial Statements are presented as if BiomX Israel had not been consolidated with the Company during the relevant reporting
periods and are intended to illustrate the impact on the Company’s financial position and results of operations assuming deconsolidation
of BiomX Israel as of the beginning of the periods presented.
The
accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, is presented as if the deconsolidation
of BiomX Israel and related events had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations
for the nine months ended September 30, 2025, and the year ended December 31, 2024, are presented as if such deconsolidation had occurred
on January 1, 2024, for purposes of the statements of operations.
The
unaudited Pro Forma Financial Statements have been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information.
They are intended for informational purposes only and do not purport to represent what the Company's financial position or operating
results would have been had the deconsolidation occurred on the dates indicated. Likewise, they do not project the Company’s financial
performance for any future period. The significant accounting policies applied in these unaudited Pro Forma Financial Statements are
consistent with those applied in preparing the Company's unaudited interim consolidated financial statements as of September 30, 2025,
and for the nine months period then ended, which are consistent with those followed in the preparation of the Company's annual consolidated
financial statements as of December 31, 2024, and for the year then ended.
BIOMX
INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30,
2025
| | |
BIOMX INC.
Historical | | |
Transaction
Accounting
Adjustments | | |
BIOMX INC.
Pro Forma | |
| ASSETS | |
| | |
| | |
| |
| | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| |
| | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 6,923 | | |
| (1,481 | ) | |
| 5,442 | |
| Restricted cash | |
| 985 | | |
| (985 | ) | |
| - | |
| Other current assets | |
| 954 | | |
| 6 | | |
| 960 | |
| Total current assets | |
| 8,862 | | |
| (2,460 | ) | |
| 6,402 | |
| | |
| | | |
| | | |
| | |
| Non-current assets | |
| | | |
| | | |
| | |
| Non-current restricted cash | |
| 161 | | |
| - | | |
| 161 | |
| Operating lease right-of-use assets | |
| 2,091 | | |
| (150 | ) | |
| 1,941 | |
| Property and equipment, net | |
| 3,004 | | |
| (1,488 | ) | |
| 1,516 | |
| In-process Research and development asset (“IPR&D”) | |
| 12,050 | | |
| - | | |
| 12,050 | |
| Total non-current assets | |
| 17,306 | | |
| (1,638 | ) | |
| 15,668 | |
| | |
| 26,168 | | |
| (4,098 | ) | |
| 22,070 | |
BIOMX
INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30,
2025 (continued)
| | |
BIOMX INC.
Historical | | |
Transaction
Accounting
Adjustments | | |
BIOMX INC.
Pro Forma | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| | |
| |
| | |
| | |
| | |
| |
| Current liabilities | |
| | |
| | |
| |
| Trade accounts payable | |
| 1,508 | | |
| 576 | | |
| 2,084 | |
| Current portion of lease liabilities | |
| 1,296 | | |
| (755 | ) | |
| 541 | |
| Other accounts payable | |
| 2,422 | | |
| (1,875 | ) | |
| 547 | |
| Total current liabilities | |
| 5,226 | | |
| (2,054 | ) | |
| 3,172 | |
| | |
| | | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Operating lease liabilities, net of current portion | |
| 5,287 | | |
| - | | |
| 5,287 | |
| Other liabilities | |
| 34 | | |
| (34 | ) | |
| - | |
| Warrants | |
| 5,135 | | |
| - | | |
| 5,135 | |
| Total non-current liabilities | |
| 10,456 | | |
| (34 | ) | |
| 10,422 | |
| | |
| | | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| Preferred Stock | |
| 18,617 | | |
| - | | |
| 18,617 | |
| Common Stock | |
| 7 | | |
| - | | |
| 7 | |
| | |
| | | |
| | | |
| | |
| Additional paid in capital | |
| 195,421 | | |
| | | |
| 195,421 | |
| Accumulated deficit | |
| (203,559 | ) | |
| (2,010 | ) | |
| (205,569 | ) |
| Total stockholders’ equity | |
| 10,486 | | |
| (2,010 | ) | |
| 8,476 | |
| | |
| 26,168 | | |
| (4,098 | ) | |
| 22,070 | |
BIOMX
INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine
Months Ended September 30, 2025
| | |
BIOMX INC.
Historical | | |
Transaction
Accounting
Adjustments | | |
BIOMX INC.
Pro Forma | |
| | |
| | |
| | |
| |
| Research and development (“R&D”) expenses, net | |
| 16,386 | | |
| (13,131 | ) | |
| 3,255 | |
| General and administrative expenses | |
| 7,339 | | |
| (3,574 | ) | |
| 3,765 | |
| | |
| | | |
| | | |
| | |
| Operating loss | |
| 23,725 | | |
| (16,705 | ) | |
| 7,020 | |
| | |
| | | |
| | | |
| | |
| Other expenses (income) | |
| 52 | | |
| (19 | ) | |
| 33 | |
| Interest expenses | |
| 15 | | |
| - | | |
| 15 | |
| Loss (income) from change in fair value of warrants | |
| (1,682 | ) | |
| - | | |
| (1,682 | ) |
| Finance expense (income), net | |
| 746 | | |
| (190 | ) | |
| 556 | |
| | |
| | | |
| | | |
| | |
| Loss before tax | |
| 22,856 | | |
| (16,914 | ) | |
| 5,942 | |
| | |
| | | |
| | | |
| | |
| Tax expenses | |
| 6 | | |
| (6 | ) | |
| - | |
| | |
| | | |
| | | |
| | |
| Net loss | |
| 22,862 | | |
| (16,920 | ) | |
| 5,942 | |
BIOMX
INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Year
Ended December 31, 2024
| | |
BIOMX INC.
Historical | | |
Transaction
Accounting
Adjustments | | |
BIOMX INC.
Pro Forma | |
| | |
| | |
| | |
| |
| R&D expenses, net | |
| 24,663 | | |
| (16,939 | ) | |
| 7,724 | |
| General and administrative expenses | |
| 11,776 | | |
| (4,886 | ) | |
| 6,890 | |
| Goodwill impairment | |
| 801 | | |
| - | | |
| 801 | |
| IPR&D impairment | |
| 3,237 | | |
| - | | |
| 3,237 | |
| Long-lived assets impairment | |
| 4,046 | | |
| - | | |
| 4,046 | |
| | |
| | | |
| | | |
| | |
| Operating loss | |
| 44,523 | | |
| (21,825 | ) | |
| 22,698 | |
| | |
| | | |
| | | |
| | |
| Other income | |
| (2,143 | ) | |
| 274 | | |
| (1,869 | ) |
| Interest expenses | |
| 873 | | |
| - | | |
| 873 | |
| Finance expense (income), net | |
| 919 | | |
| (40 | ) | |
| 879 | |
| Income from change in fair value of private placement warrants | |
| (26,458 | ) | |
| - | | |
| (26,458 | ) |
| Loss on disposition | |
| - | | |
| 1,827 | | |
| 1,827 | |
| | |
| | | |
| | | |
| | |
| Loss before tax | |
| 17,714 | | |
| (19,764 | ) | |
| (2,050 | ) |
| | |
| | | |
| | | |
| | |
| Tax expenses | |
| 13 | | |
| (13 | ) | |
| - | |
| | |
| | | |
| | | |
| | |
| Net Loss | |
| 17,727 | | |
| (19,777 | ) | |
| (2,050 | ) |
