BiomX Inc. Reports Director, Officer, and Bylaw Changes

TL;DR

BiomX leadership shakeup and bylaw changes filed. Watch for new strategy.

AI Summary

BiomX Inc. filed an 8-K on April 15, 2024, reporting events that occurred on April 11, 2024. The filing indicates changes related to the departure and election of directors, appointment of officers, and compensatory arrangements. It also covers amendments to articles of incorporation or bylaws and changes in the fiscal year, along with financial statements and exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with potential bylaw amendments, can indicate internal restructuring or strategic pivots that carry inherent business risks.

Key Players & Entities

• BiomX Inc. (company) — Registrant
• Chardan Healthcare Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — onsisting of one share of Common Stock, $0.0001 par value, and one Warrant entitling th

Filing Documents

• ea0203936-8k_biomxinc.htm (8-K) — 36KB
• ea020393601ex3-1_biomxinc.htm (EX-3.1) — 72KB
• ea020393601ex3-2_biomxinc.htm (EX-3.2) — 73KB
• 0001213900-24-033032.txt ( ) — 439KB
• phge-20240411.xsd (EX-101.SCH) — 4KB
• phge-20240411_def.xml (EX-101.DEF) — 26KB
• phge-20240411_lab.xml (EX-101.LAB) — 36KB
• phge-20240411_pre.xml (EX-101.PRE) — 25KB
• ea0203936-8k_biomxinc_htm.xml (XML) — 6KB

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. On April 11, 2024, the Board of Directors (the "Board") of BiomX Inc. (the "Company"), pursuant to a recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board to eight members and appointed Susan Blum to serve as a Class II Director of the Company, with a term expiring at the Company's annual meeting of stockholders in 2025, in order to fill the resulting vacancy on the Board. Ms. Blum was also appointed to serve as a member and chair of the audit committee of the Board, and she was designated as an " audit committee financial expert". Ms. Blum, age 52, is the Chief Financial Officer of Melinta Therapeutics, LLC. ("Melinta"). She previously served as Melinta's Vice President of Finance & Chief Accounting Officer from 2018 to 2021 and as its Controller from 2016 to 2018. Melinta filed for Chapter 11 bankruptcy in December 2019 and successfully emerged from bankruptcy under a plan of reorganization in April 2020 as a private company. Prior to joining Melinta, Ms. Blum served as Corporate Controller at Textura Corporation from 2013 to 2016. Ms. Blum also served as Director of External Reporting and Technical Accounting at Orbitz Worldwide, Inc. (NYSE: OWW) from 2011 to 2013. Ms. Blum began her career in public accounting at Ernst & Young, where she spent nearly seven years, and then spent seven years at Facet Biotech Corporation and PDL BioPharma, Inc. (Nasdaq: PDLI) before joining Orbitz. Ms. Blum holds a B.S. in Business Commerce from Santa Clara University and is a Certified Public Accountant. There is no arrangement or understanding between Ms. Blum and any other person pursuant to which Ms. Blum was selected as a Director. There are no transactions, relationships or agreements between Ms. Blum and the Company that would require disclosure pursuant to

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 11, 2024, the Board approved amendments to the Company's Amended and Restated Bylaws (as so amended, the "Amended Bylaws"), effective as of such date, to eliminate the requirements that the Board and its committees be comprised of an odd number of directors. The Amended Bylaws amend Sections 1, 2 and 14 of Article II of the Amended and Restated Bylaws to delete such requirements. The foregoing summary description of the Amended Bylaws is not intended to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended Bylaws indicating changes made to the Company's bylaws as they existed immediately prior to the adoption of the Amended Bylaws is attached as Exhibit 3.2.

01. Financial

Item 9.01. Financial (d) Exhibits. 3.1 Amended and Restated Bylaws of the Company, as amended on April 11, 2024 3.2 Amended and Restated Bylaws of the Company, as amended on April 11, 2024 (marked copy) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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. April 15, 2024 By: /s/ Avraham Gabay Name: Avraham Gabay Title: Interim Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR