0001739174 false 0001739174 2022-08-29 2022-08-29 0001739174 PHGE:UnitsEachConsistingOfOneShareOfCommonStock0.0001ParValueAndOneWarrantEntitlingHolderToReceiveOneHalfShareOfCommonStockMember 2022-08-29 2022-08-29 0001739174 PHGE:SharesOfCommonStock0.0001ParValueMember 2022-08-29 2022-08-29 0001739174 PHGE:WarrantsEachExercisableForOnehalfOfShareOfCommonStock0.0001ParValueAtExercisePriceOf11.50PerShareMember 2022-08-29 2022-08-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





Washington, D.C. 20549


Form 8-K



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 29, 2022


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
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code: +972 723942377


(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
Warrants, each exercisable for one-half of a share of common stock, $0.0001 par value, at an exercise price of $11.50 per share   PHGE.WS   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 24, 2022, BiomX Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. At the meeting, stockholders voted in favor of all items of business, as indicated below:


Proposal No. 1—Election of Directors


The Company’s stockholders voted to elect the following persons to the board of directors of the Company as Class II directors to serve until the 2025 Annual Meetings of Stockholders, respectively:


Nominee  Votes For   Votes Withheld   Broker Non-Votes 
Dr. Gbola Amusa   18,327,444    267,619    2,171,636 
Jonas Grossman   18,327,279    267,784    2,171,636 


Proposal No. 2—Approval of an Amendment to the Amended and Restated Certificate of Incorporation of the Company to Increase the Number of Authorized Shares of Common Stock From Sixty Million (60,000,000) Shares, Par Value $0.0001 Per Share, to One Hundred And Twenty Million (120,000,000) Shares of Common Stock, Par Value $0.0001 Per Share


The Company’s stockholders voted to approve an amendment to the amended and restated certificate of incorporation of the Company to increase the number of authorized shares of common stock from sixty million (60,000,000) shares, par value $0.0001 per share, to one hundred and twenty million (120,000,000) shares of common stock, par value $0.0001 per share.


Voted For     Voted Against     Abstain     Broker Non-Votes  
16,212,769     4,535,418     18,512     N/A  


Proposal No. 3—Authorization of Board of Directors to Amend the Amended and Restated Certificate of Incorporation of the Company to Effect a Reverse Stock Split of its Common Stock at Any Ratio Between 1-For-5 and 1-For-10


The Company’s stockholders voted to authorize the Company’s Board of Directors to amend the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the Company’s outstanding Common Stock, par value $0.0001 par value per share, at any ratio between 1-for-5 and 1-for-10 at such time as the Company’s Board shall determine, in its sole discretion, any time before August 24, 2023.


Voted For     Voted Against     Abstain     Broker Non-Votes  
20,551,293     203,079     12,327     N/A  


Proposal No. 4—Ratification of Selection of Independent Registered Public Accounting Firm For Fiscal Year 2022


The Company’s stockholders voted to ratify the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm for the fiscal year ending December 31, 2022.


Voted For     Voted Against     Abstain     Broker Non-Votes  
20,591,221     174,478     1,000     N/A  


The results reported above are final voting results.







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.


August 29, 2022 By: /s/ Jonathan Solomon
    Name: Jonathan Solomon
    Title: Chief Executive Officer