BiomX Inc. Files 8-K on Asset Deals and Equity Sales

TL;DR

BiomX filed an 8-K detailing asset deals, equity sales, and exec changes. Watch for impacts.

AI Summary

BiomX Inc. filed an 8-K on March 18, 2024, reporting on several key events including the completion of an acquisition or disposition of assets, unregistered sales of equity securities, and material modifications to security holder rights. The filing also details changes in directors or officers and compensatory arrangements. BiomX Inc. was formerly known as Chardan Healthcare Acquisition Corp. and changed its name on April 30, 2018.

Why It Matters

This 8-K filing provides crucial updates on BiomX Inc.'s corporate actions, including asset transactions and equity issuances, which can significantly impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and material modifications to security holder rights, which can introduce financial and legal risks.

Key Players & Entities

• BiomX Inc. (company) — Filer
• Chardan Healthcare Acquisition Corp. (company) — Former company name
• 20240318 (date) — Filing date
• 20240314 (date) — Period of report

FAQ

Key Financial Figures

• $0.0001 — onsisting of one share of Common Stock, $0.0001 par value, and one Warrant entitling th
• $5.00 — Common Stock"), at an exercise price of $5.00 per share of Common Stock, to a landlor

Filing Documents

• ea0201977-8k_biomx.htm (8-K) — 51KB
• ea020197701ex4-1_biomx.htm (EX-4.1) — 94KB
• 0001213900-24-023201.txt ( ) — 390KB
• phge-20240314_def.xml (EX-101.DEF) — 26KB
• phge-20240314_lab.xml (EX-101.LAB) — 36KB
• phge-20240314_pre.xml (EX-101.PRE) — 25KB
• phge-20240314.xsd (EX-101.SCH) — 4KB
• ea0201977-8k_biomx_htm.xml (XML) — 6KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On March 15, 2024, BiomX Inc., a Delaware corporation (the "Company" or "BiomX"), completed its previously announced acquisition (the "Acquisition") of Adaptive Phage Therapeutics, Inc., a Delaware corporation ("APT"), pursuant to that certain 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, BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and APT. The information contained in Item 1.01 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 6, 2024 (the "March 6, 2024 Current Report) is incorporated by reference into this Item 2.01.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Upon the consummation of the Acquisition (the "Closing"), the Company issued warrants (the "Warrants") to purchase an aggregate of 250,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at an exercise price of $5.00 per share of Common Stock, to a landlord of APT (the "Landlord") in connection with the amendment of a lease agreement by and between APT and the Landlord. The Warrants are identical to the warrants issued to the former stockholders of APT in connection with the Acquisition (the "Merger Warrants"). The description of the Merger Warrants contained in Item 1.01 of the March 6, 2024 Current Report is incorporated by reference into this

02

Item 3.02. The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Warrants were offered and sold in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D promulgated thereunder.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors In accordance with the Merger Agreement, on March 15, 2024, immediately prior to the Closing, Lynne Sullivan, Jason Marks, and Michael Dambach resigned from the board of directors of the Company (the "Board") and any respective committee of the Board of which they were members. These resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices. 1 Appointment of Directors In accordance with the Merger Agreement, on March 15, 2024, effective upon the Closing, Dr. Jesse Goodman, Jonathan Leff and Gregory Merril were appointed to the Board as directors. Dr. Goodman and Mr. Merril were appointed as Class II directors, with terms expiring at the Company's 2025 annual meeting of stockholders, and Mr. Leff was appointed as a Class III director, with a term expiring at the Company's 2026 annual meeting of stockholders. Dr. Goodman, M.D., M.P.H., age 72, has been the director of the Center on Medical Product Access, Safety and Stewardship, and professor of medicine and attending physician in infectious diseases, at Georgetown University since March 2014. Dr. Goodman also is an infectious disease physician at the Washington DC Veterans Affairs and Walter Reed Medical Centers. Dr. Goodman serves on the board of directors of GlaxoSmithKline plc, a multinational pharmaceutical company, which he joined in 2016, and chaired that board's science committee until early 2023, and he has served on the board of directors of Intellia Therapeutics, Inc., a publicly traded biotechnology company, since October 2018. Prior to the closing of the Acqui

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 14, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware in connection with the Closing and the consummation of the previously announced private placement of shares of its Series X preferred stock, par value $0.0001 per share, and warrants to purchase shares of Common Stock (the "Private Placement"). The description of the Certificate of Designation contained in Item 1.01 of the March 6, 2024 Current Report is incorporated by reference into this Item 5.03. The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, the form of which is filed as Exhibit 4.1 to the March 6, 2024 Current Report and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On March 15, 2024, the Company consummated the Private Placement substantially concurrently with the Closing.

01. Financial

Item 9.01. Financial (a) Financial Statements of Businesses or Funds Acquired The Company will file the financial statements required by this item in connection with the Acquisition by amendment to this Current Report on Form 8-K to be filed no later than 71 calendar days after the date on which this Current Report on Form 8-K is due. (b) Pro Forma Financial Information The Company will file the pro forma financial information required by this item in connection with the Acquisition by amendment to this Current Report on Form 8-K to be filed no later than 71 calendar days after the date on which this Current Report on Form 8-K is due. (d) Exhibits Exhibit Description 4.1 Form of Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents) 3 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 18, 2024 By: /s/ Jonathan Solomon Name: Jonathan Solomon Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR