BiomX Inc. Files 8-K for Equity Sale

Ticker: PHGE · Form: 8-K · Filed: Mar 6, 2024 · CIK: 1739174

Biomx Inc. 8-K Filing Summary
FieldDetail
CompanyBiomx Inc. (PHGE)
Form Type8-K
Filed DateMar 6, 2024
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$0.0001, $5.00, $231.10, $50,000,000 b, $0.2311
Sentimentneutral

Sentiment: neutral

Topics: equity-sale, financing, 8-k

TL;DR

BiomX Inc. just filed an 8-K for an equity sale - watch for dilution!

AI Summary

BiomX Inc. announced on March 6, 2024, that it entered into a material definitive agreement related to the unregistered sale of equity securities. The company, formerly known as Chardan Healthcare Acquisition Corp., is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates BiomX Inc. is engaging in equity financing, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Filings related to equity sales can signal potential dilution or changes in financial strategy, requiring careful monitoring.

Key Players & Entities

  • BiomX Inc. (company) — Registrant
  • Chardan Healthcare Acquisition Corp. (company) — Former Company Name
  • March 6, 2024 (date) — Date of Report
  • Delaware (jurisdiction) — State of Incorporation

FAQ

What is the nature of the material definitive agreement BiomX Inc. entered into?

The filing indicates the agreement is related to the unregistered sale of equity securities.

When was this Form 8-K filed?

The Form 8-K was filed on March 6, 2024.

What was BiomX Inc.'s former company name?

BiomX Inc.'s former company name was Chardan Healthcare Acquisition Corp.

In which state is BiomX Inc. incorporated?

BiomX Inc. is incorporated in Delaware.

What is BiomX Inc.'s Standard Industrial Classification code?

BiomX Inc.'s Standard Industrial Classification code is 2836, for Biological Products (No Diagnostic Substances).

Filing Stats: 4,292 words · 17 min read · ~14 pages · Grade level 16.4 · Accepted 2024-03-06 07:45:21

Key Financial Figures

  • $0.0001 — onsisting of one share of Common Stock, $0.0001 par value , and one Warrant entitling t
  • $5.00 — of Common Stock at an exercise price of $5.00 per share of Common Stock, which can be
  • $231.10 — ties"), at a combined purchase price of $231.10 per share of Series X Preferred Stock a
  • $50,000,000 b — roceeds to the Company of approximately $50,000,000 before deducting placement agent fees and
  • $0.2311 — below), will have an exercise price of $0.2311 and expire on the 24-month anniversary

Filing Documents

01 Entry into a

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On March 6, 2024, BiomX Inc., Inc., a Delaware corporation (the "Company" or "BiomX"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("First Merger Sub"), BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Second Merger Sub"), and Adaptive Phage Therapeutics, Inc., a Delaware corporation ("APT"). Pursuant to the Merger Agreement, First Merger Sub will merge with and into APT, with APT being the surviving corporation and becoming a wholly owned subsidiary of the Company (the "First Merger"). Immediately following the First Merger, APT will merge with and into Second Merger Sub, pursuant to which Second Merger Sub will be the surviving entity (together with the First Merger, the "Acquisition"). The Acquisition is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The consummation of the Acquisition (the "Acquisition Closing") is expected to occur on the first business day following the satisfaction or waiver of certain customary closing conditions, including but not limited to the substantially simultaneous consummation of the Private Placement (as defined below) and authorization by NYSE American of the shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), to be issued in the Acquisition, but in any event no earlier than March 12, 2024. Under the terms of the Merger Agreement, upon the Acquisition Closing, the Company will issue to the stockholders of APT an aggregate of 9,164,967 shares of Common Stock, an aggregate of 40,471 shares of the Company's newly-designated Series X Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series X Preferred Stock"), each share of which will be convertible into 1

02

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities issuable pursuant to the Acquisition or the Private Placement in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 4

01

Item 7.01. Regulation FD Disclosure. On March 6, 2024, the Company made available a presentation to be used with investors to discuss the Merger Agreement and the Purchase Agreement and the transactions contemplated thereunder. A copy of the presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K. Forward Looking This Current Report on Form 8-K contains express or implied "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements with respect to: the expected Acquisition Closing, the expected consummation of the Private Placement, obtaining stockholder approval of the Merger Proposals and the Private Placement Proposal, and the filing of the Registration Statement pursuant to the Registration Rights Agreement and the timing thereof. Forward-looking statements can be identified by words such as: "continue," "intend," "target," "believe," "expect," "will," "may," "might," "anticipate," "estimate," "would," "positioned," "future," "could," "should," "plan," "potential," "predict," "project," and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. For example, when BiomX discusses the anticipated date of the Acquisition Closing, BiomX is making forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company's management's current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of BiomX's control. Actual results and outcomes may differ materially from those indicated in the forward-looking

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 2.1 Agreement and Plan of Merger, dated March 6, 2024, by and among BiomX Inc., BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. (1) 3.1 Form of Certificate of Designation of Series X Preferred Stock 4.1 Form of Merger Warrant 4.2 Form of Private Placement Warrant 4.3 Form of Placement Agent Warrant 10.1 Securities Purchase Agreement, dated as of March 6, 2024, by and among BiomX Inc. and each purchaser identified on Annex A thereto 10.2 Form of Registration Rights Agreement, dated as of March 6, 2024, by and among the Company and certain purchasers 99.1 Form of Support Agreement 99.2 Form of Lock-Up Agreement 99.3 Investor Presentation, dated March 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents) (1) Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain portions of this exhibit (indicated by "[***]") have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. 6 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 6, 2024 By: /s/ Jonathan Solomon Name: Jonathan Solomon Title: Chief Executive Officer 7

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