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): June 8, 2023 (June 2, 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
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 2, 2023, the New York Stock Exchange (the “NYSE”) notified BiomX Inc. (the “Company”) that the NYSE determined to commence proceedings to delist the Company’s warrants, each exercisable for one-half of a share of common stock, at an exercise price of $11.50 per share (the “Warrants”; ticker symbol PHGE.WS) from the NYSE American stock exchange (“NYSE American”). In addition, the NYSE resolved to suspend trading in the Warrants with an immediate effect.

The delisting of the Company’s Warrants has no impact with respect to trading of the Company’s common stock or units. Trading in the Company’s common stock (ticker symbol PHGE) and units (ticker symbol PHGE.U), will continue on the NYSE American.

The NYSE justified its determination to commence proceedings to delist the Warrants because they are no longer suitable for listing pursuant to Section 1001 of the NYSE American Company due to the low trading price of the Warrants.

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.

June 8, 2023	By:	/s/ Jonathan Solomon
		Name:	Jonathan Solomon
		Title:	Chief Executive Officer