0001739174 false IL 0001739174 2023-08-28 2023-08-28 0001739174 PHGEU:UnitsEachConsistingOfOneShareOfCommonStock0.0001ParValueAndOneWarrantEntitlingHolderToReceiveOneHalfShareOfCommonStockMember 2023-08-28 2023-08-28 0001739174 PHGEU:SharesOfCommonStock0.0001ParValueMember 2023-08-28 2023-08-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): August 28, 2023

 

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
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of Common Stock   PHGE.U   NYSE American
Shares of 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On August 28, 2023, BiomX Inc. (the “Company”) held a Special Meeting of Stockholders. At the meeting, stockholders voted in favor of all items of business, as indicated below:

 

Proposal No. 1- Approval of an amendment to the Company's 2019 incentive plan to allow the board to effect one or more option exchanges.

 

The Company’s stockholders voted to approve an amendment to the Company's 2019 Incentive Plan.

  

Voted For     Voted Against     Abstain     Broker Non-Votes  
25,795,338     237,665     3,043     4,886,229  

 

 

Proposal No. 2- Authorization of the Company's board of directors to amend the certificate of incorporation to effect a reverse stock split of the Company’s outstanding Common Stock at any ratio between 1-for-5 and 1-for-10.

 

The Company’s stockholders voted to approve the authorization of the Company’s Board of Directors to effect one reverse stock split of the Company’s outstanding Common Stock.

 

Voted For     Voted Against     Abstain     Broker Non-Votes  
30,686,906     232,624     2,754     N/A  

 

The results reported above are final voting results.

 

 

 

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.
     
August 29, 2023 By: /s/ Jonathan Solomon
    Name: Jonathan Solomon
    Title: Chief Executive Officer

 

 

 

 

 

v3.23.2
Cover
Aug. 28, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 28, 2023
Entity File Number 001-38762
Entity Registrant Name BiomX Inc.
Entity Central Index Key 0001739174
Entity Tax Identification Number 82-3364020
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 22 Einstein St.
Entity Address, Address Line Two Floor 4
Entity Address, City or Town Ness Ziona
Entity Address, Country IL
Entity Address, Postal Zip Code 7414003
City Area Code +972
Local Phone Number 723942377
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period true
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of Common Stock  
Title of 12(b) Security Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of Common Stock
Trading Symbol PHGE.U
Security Exchange Name NYSEAMER
Shares of Common Stock, $0.0001 par value  
Title of 12(b) Security Shares of Common Stock, $0.0001 par value
Trading Symbol PHGE
Security Exchange Name NYSEAMER

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