BiomX Inc. Files 8-K: Director Changes & Corporate Updates

TL;DR

BiomX 8-K: Board shakeup, bylaws changed, shareholder votes coming. Watch this space.

AI Summary

BiomX Inc. filed an 8-K on July 9, 2024, reporting on several key events including the departure of directors, election of new directors, and changes in officer compensation. The company also announced amendments to its articles of incorporation and bylaws, and submitted matters to a vote of security holders. Additionally, the filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes and potential strategic shifts within BiomX Inc., which could impact its future operations and stock performance.

Risk Assessment

Risk Level: medium — Changes in directors, bylaws, and officer compensation can signal internal shifts or strategic realignments that may carry inherent business risks.

Key Players & Entities

• BiomX Inc. (company) — Filer of the 8-K report
• Chardan Healthcare Acquisition Corp. (company) — Former name of BiomX Inc.
• 20240709 (date) — Date of the filing and earliest event reported

FAQ

Key Financial Figures

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

Filing Documents

• ea0209083-8k_biomx.htm (8-K) — 63KB
• ea0209083ex3-1_biomx.htm (EX-3.1) — 4KB
• ea0209083ex10-1_biomx.htm (EX-10.1) — 177KB
• 0001213900-24-060128.txt ( ) — 503KB
• phge-20240709.xsd (EX-101.SCH) — 4KB
• phge-20240709_def.xml (EX-101.DEF) — 26KB
• phge-20240709_lab.xml (EX-101.LAB) — 36KB
• phge-20240709_pre.xml (EX-101.PRE) — 25KB
• ea0209083-8k_biomx_htm.xml (XML) — 6KB

02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. 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 of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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. 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.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. 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. Voted For Voted Against Abstain Broker Non-Votes 39,377,633 139,170 5,587 4,226,227 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. Voted For Voted Against Abstain Broker Non-Votes 39,344,993 167,998 9,399 4,226,227 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. Voted For Voted Against Abstain Broker Non-Votes 43,058,542 669,414 20,661 0 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: Nominee Votes For

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of BiomX Inc. 10.1 Amended and Restated Chardan Healthcare Acquisition Corp. Long-Term Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents). 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. July 9, 2024 By: /s/ Jonathan Solomon Name: Jonathan Solomon Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR