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2025-11-17
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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):
November 17, 2025
| 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.) |
22
Einstein St., Floor 4
Ness
Ziona, Israel |
|
7414003 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (+972) 723942377
| 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 3.03 Material Modification to Rights of
Security Holders.
To the extent required
by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws.
As previously reported in a Current Report on
Form 8-K filed by BiomX Inc. (the “Company”) on October 17, 2025, at the annual meeting of the Company’s stockholders
held on October 16, 2025, the holders of a majority of the Company’s outstanding shares of common stock, par value $0.0001 per share
(the “Common Stock”), voted to approve the authorization of the Company’s Board
of Directors (the “Board”) to amend the Company’s certificate of incorporation, as amended (“Certificate
of Incorporation”), to effect a reverse stock split of the Common Stock at a ratio between
at least one-for-five (1:5) and less than one-for-twenty (1:20), to be determined in the sole discretion of the Board. On November
13, 2025, the Board approved a one-for-nineteen (1:19) reverse stock split (the “Reverse
Stock Split”) of the outstanding shares of Common Stock, and authorized the filing of a certificate of amendment to the Certificate
of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect the Reverse
Stock Split. The Company plans to file the Certificate of Amendment to effect the Reverse Stock Split as of 12:01 a.m. Eastern Time on
November 25, 2025 (the “Effective Time”). The outstanding shares of Common Stock are expected to begin trading on the NYSE
American on a split-adjusted basis at the start of trading on November 25, 2025.
As a result of the Reverse
Stock Split, every nineteen (19) shares of Common Stock issued and outstanding as of the Effective Time will be converted into one (1)
share of Common Stock (the “New Common Stock”). The New Common Stock will have a new CUSIP number of 09090D 509. The Reverse
Stock Split does not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to
issue, which shall remain as set forth pursuant to the Certificate of Incorporation. The Reverse Stock Split will not affect the rights,
preferences or par value of the Common Stock. No fractional shares of New Common Stock will be issued in connection with the Reverse Stock
Split. Stockholders of the Company who otherwise would be entitled to receive fractional shares because they hold a number of shares not
evenly divisible by the Reverse Stock Split ratio will be automatically entitled to receive an additional fraction of a share of the Common
Stock to round up to the next whole share.
Proportional adjustments
also will be made to shares of Common Stock underlying outstanding equity awards, warrants and convertible preferred stock, and to the
number of shares issued and issuable under the Company’s stock incentive plans and certain existing agreements. If no provisions
exist in such instruments, the exercise or conversion price of such instruments with respect to each pre-Reverse Split share of Common
Stock shall be multiplied by the ratio of the Reverse Split and the number of shares of Common Stock underlying such instrument shall
be divided by the ratio of the Reverse Split.
Continental Stock Transfer
& Trust Company, the Company’s transfer agent, will send instructions to stockholders of record who hold stock certificates
regarding the exchange of certificates for New Common Stock. Stockholders who hold their shares of Common Stock in book-entry form or
in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares of Common
Stock following the Reverse Stock Split, and their accounts will be automatically adjusted to reflect the Reverse Stock Split.
The foregoing summary
of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the
Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Safe Harbor
This Form 8-K 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. For example, when BiomX discusses the effective date for the Reverse Stock
Split and the date that trading of the New Common Stock will begin on a split-adjusted basis, it is using forward-looking statements.
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. 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
March 25, 2025, 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 Current Report on Form 8-K, and except as provided by law,
BiomX expressly disclaims any obligation or undertaking to update forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 |
|
Form of Certificate of Amendment to Certificate of Incorporation of BiomX Inc. |
| |
|
|
| 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. |
| |
|
|
| November 17, 2025 |
By: |
/s/ Marina Wolfson |
| |
|
Name: |
Marina Wolfson |
| |
|
Title: |
Chief Financial Officer |
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