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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 24, 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 52 437 4900
| 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.
Resignation of Executive Officers
On February 24, 2026, (i) Marina Wolfson tendered
her resignation as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of BiomX Inc. (the “Company”)
and (ii) Dr. Merav Bassan tendered her resignation as the Chief Development Officer of the Company, in each case, effective as of the
same date. Neither resignation resulted from any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
Resignation of Directors
On February 25, 2026, Greg Merril, Edward Williams, and Susan Blum each tendered their resignation
from the Board of Directors of the Company (the “Board”) and all Board committees thereto, in each case, effective as of the
same date. None of the resignations from the Board resulted from any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
Appointment of Chief Financial Officer
On February 27, 2026, to fill the executive vacancy
resulting from Ms. Wolfson’s resignation, the Board appointed David Rokach to serve as the Chief Financial Officer, Principal Financial
Officer and Principal Accounting Officer of the Company, effective as of the same date.
Mr. Rokach, age 58, has served as a director of
the board of directors of Nukkleus Inc., a financial technology and multi-asset trading company since 2024, providing strategic oversight,
corporate governance guidance and financial guidance. From 2017 to 2025, he served as Chief Executive Officer, partner and senior manager
of Newcom Finance, a financial services firm focused on pension fund management and portfolio construction, where he oversaw firm-wide
operations and strategic growth initiatives and was responsible for the construction and management of pension portfolios including provident
and study funds. From 2021 to 2023, he served as Chief Executive Officer of Granit Investment Company, an investment management firm where
he led firm operations, employee management and organizational strategy and implemented investment policies for multi-asset portfolios.
Throughout his career, since 2014, Mr. Rokach has served as an independent strategic consultant, advising corporations and hedge funds
specializing in diversified portfolios. The Company believes Mr. Rokach’s background provides experience in executive leadership,
public company governance and investment strategy essential to the role of Chief Financial Officer.
There is no arrangement or understanding between
Mr. Rokach and any other person pursuant to which Mr. Rokach was selected as Chief Financial Officer. There are no family relationships
between Mr. Rokach and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d)
of Regulation S-K, and there are no transactions involving Mr. Rokach that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 8.01. Other Events.
On February 25, 2026, the Company convened its
Special Meeting of Stockholders (the “Special Meeting”). Because a quorum was not present, the Company adjourned, without
conducting any business, the Special Meeting to permit additional time for stockholders to vote on the proposals set forth in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on February 13, 2026.
As announced in the Special Meeting, the Company
intends to reconvene the Special Meeting on March 11, 2026, 8:00 a.m. Eastern Time, virtually at www.virtualshareholdermeeting.com/PHGE2026SM.
The record date for determination of stockholders entitled to vote at the Special Meeting remains February 3, 2026. No changes have been
made to the proposals to be voted on at the Special Meeting.
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. |
| |
|
|
| March 2, 2026 |
By: |
/s/ Jonathan Solomon |
| |
|
Name: |
Jonathan Solomon |
| |
|
Title: |
Chief Executive Officer |
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