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): July 9, 2024

Registrant’s telephone number, including area code: +972723942377

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As described below under Item 5.07 of this Current Report on Form 8-K, on July 9, 2024, at the annual meeting of stockholders (the “Annual Meeting”) of BiomX Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s 2019 Omnibus Long-Term Incentive Plan (“A&R 2019 LTIP”). As a result, the A&R 2019 LTIP became effective on July 9, 2024.

A description of the A&R 2019 LTIP was included under the heading “Proposal No. 2: Approval of the Amendment and Restatement of the Company’s 2019 Omnibus Long-Term Incentive Plan” in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 17, 2024 (the “Proxy Statement”). Such description is qualified in its entirety by reference to the full text of the A&R 2019 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) from 120,000,000 shares to 750,000,000 shares. The increase in the number of authorized shares of Common Stock was effected pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BiomX Inc. (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on July 9, 2024 and was effective as of such date.

The above description is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

A total of 52,913,585 shares of the Company’s Common Stock were present in person or represented by proxy at the Annual Meeting. At the Annual Meeting, stockholders voted in favor of the following items of business:

Proposal No. 1-Conversion Proposal

The Company’s stockholders voted to approve the conversion of 256,887 shares of the Company’s Series X Non-Voting Convertible Preferred Stock, par value $0.0001 per share, and the exercise of certain warrants issued in connection with the acquisition of Adaptive Phage Therapeutics, Inc., a Delaware corporation, that closed on March 15, 2024 and a concurrent private placement offering that closed on March 15, 2024 into shares of Common Stock in accordance with Section 713 of the NYSE American LLC Listed Company Guide.

Proposal No. 2-Incentive Plan Proposal

The Company’s stockholders voted to approve the amendment and restatement of the Company’s 2019 Omnibus Long-Term Incentive Plan.

Proposal No. 3-Charter Amendment Proposal

The Company’s stockholders voted to approve an amendment to the Company’s amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of the Common Stock from 120,000,000 shares of Common Stock to 750,000,000 shares of Common Stock.

Proposal No. 4-Director Election Proposal

The Company’s stockholders voted to elect the following persons to the board of directors of the Company as Class I directors to serve until the 2027 Annual Meeting of Stockholders, and until their successors have been duly elected and qualified or until their earlier death, resignation or removal:

Proposal No. 5-Say-On-Pay Proposal

The Company’s stockholders voted to approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and the narrative discussion related thereto.

Proposal No. 6-Say-On-Frequency Proposal

The Company’s stockholders conducted a nonbinding advisory vote on the frequency (every one, two or three years) of future advisory votes on the compensation of the Company’s named executive officers.

Based on these results and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder advisory votes regarding the compensation to be paid by the Company to its named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on executive compensation, which is expected to occur at the Company’s 2030 Annual Meeting of Stockholders, unless otherwise determined by the Company’s Board of Directors.

Proposal No. 7-Reverse Stock Split Proposal

The Company’s stockholders voted to authorize the Company’s Board of Directors to amend the amended and restated certificate of incorporation, as amended, of the Company to effect one reverse stock split of the Company’s outstanding Common Stock at any ratio between 1-for-5 and 1-for-10 at such time as our Board of Directors shall determine, in its sole discretion, any time before July 9, 2025.

Proposal No. 8-Auditor Ratification Proposal

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, 2024.

Proposal No. 9-Adjournment Proposal

The Company’s stockholders voted to approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposals 1 through 8.

No adjournment of the Annual Meeting was necessary.

The results reported above are final voting results.

(d) Exhibits

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.