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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 25, 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Continued Listing Standards
On March 25, 2026, BiomX, Inc, a Delaware corporation (the “Company”), received a written notice (the “Notice”)
from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American continued
listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) requiring a company
to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in
two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity
of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal
years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity at least $6.0 million if it
has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Notice also indicates that
the Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided
for companies with total value of market capitalization exceeding $50 million among other things).
In connection with its non-compliance with Section 1003(a)(i), Section 1003(a)(ii) and Section 1003(a)(iii), the Company must submit a
plan (the “Plan”) to the NYSE American by April 24, 2026, advising of actions it has taken or will take to regain compliance
with the continued listing standards by September 25, 2027. If the NYSE American determines to accept the Plan, the Company will be notified
in writing and will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company does not
submit a plan or if the Plan is not accepted, NYSE American will commence delisting proceedings. Furthermore, if the Plan is accepted
but the Company is not in compliance with the continued listing standards by September 25, 2027, or if the Company does not make progress
consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting
determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Notice has no immediate effect on the listing or trading
of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and the Common Stock will continue to trade
on the NYSE American under the symbol “PHGE.”
The Company’s receipt of the Notice does not affect the Company’s
business, operations or reporting requirements with the Securities and Exchange Commission. The Company’s management is reviewing
its options to address the deficiencies and expects to submit a compliance plan on or before the deadline set by the NYSE American.
Item 8.01
Other Events.
On March 27, 2026, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release
is attached herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 99.1 |
|
Press release dated March 27, 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 27, 2026 |
By: |
/s/ Michael Oster |
| |
Name: |
Michael Oster |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
BiomX Inc. Received NYSE American Notification
Letter Regarding Stockholders' Equity Deficiency
Discloses “Going Concern” Explanatory
Paragraph in Auditor’s Report
Netanya, Israel - March 27, 2026 –
BiomX Inc. (NYSE American: PHGE) (the “Company”) today announced that on March 25, 2026,
the Company received a notice from the staff of NYSE American LLC (the “NYSE American”) that the Company was not in compliance
with the NYSE American’s continued listing standards in Part 10, Section 1003(a)(i), (ii), and (iii)of the NYSE American Company
Guide (the “Company Guide”), requiring a company to have stockholders’ equity of at least $2.0 million if it has reported
losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide
requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or
net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’
equity at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years.
The Notice also indicates that the Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide (including
the exemption provided for companies with total value of market capitalization exceeding $50 million among other things).
In connection with its non-compliance with Section
1003(a)(i), Section 1003(a)(ii) and Section 1003(a)(iii), the Company must submit a plan (the “Plan”) to the NYSE American
by April 24, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards by September
25, 2027. If the NYSE American determines to accept the Plan, the Company will be notified in writing and will be subject to periodic
reviews, including quarterly monitoring for compliance with the Plan. If the Company does not submit a plan or if the Plan is not accepted,
NYSE American will commence delisting proceedings. Furthermore, if the Plan is accepted but the Company is not in compliance with the
continued listing standards by September 25, 2027, or if the Company does not make progress consistent with the Plan, the NYSE American
will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section
1010 and Part 12 of the Company Guide.
The Notice has no immediate effect on the listing
or trading of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and the Common Stock will continue
to trade on the NYSE American under the symbol “PHGE.”
The Company’s receipt of the Notice does
not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. The Company’s
management is reviewing its options to address the deficiencies and expects to submit a compliance plan on or before the deadline set
by the NYSE American.
Additionally, as previously disclosed in its annual
report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February
19, 2026, the audit opinion contained a going concern qualification from the Company's independent registered public accounting firm.
This announcement is being made solely to comply with the Company Guide Sections 401(h) and 610(b), which require separate disclosure
of receipt of an audit opinion that contains a going concern qualification. This announcement does not represent any change or amendment
to the Company's 2025 audited financial statements or to its 2025 Annual Report on Form 10-K.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “could,”
“target,” “potential,” “is likely,” “will,” “expect” and similar expressions,
as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely
on our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements
may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking
statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ
may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by
law.
##
Investor & Media Contact
Yair Ohayon
Yairo@biomx.com
