BiomX Inc. Files 8-K on Security Holder Rights

TL;DR

BiomX filed an 8-K, expect changes to security holder rights and corporate docs.

AI Summary

BiomX Inc. filed an 8-K on August 16, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation. The filing also includes financial statements and exhibits. BiomX Inc. was formerly known as Chardan Healthcare Acquisition Corp. until April 30, 2018.

Why It Matters

This filing indicates potential changes affecting BiomX Inc.'s security holders and corporate structure, requiring investor attention.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Players & Entities

• BiomX Inc. (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported
• Chardan Healthcare Acquisition Corp. (company) — Former company name
• April 30, 2018 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — onsisting of one share of Common Stock, $0.0001 par value, and one warrant PHGE.U N

Filing Documents

• ea0211486-8k_biomx.htm (8-K) — 35KB
• ea021148601ex3-1_biomx.htm (EX-3.1) — 6KB
• 0001213900-24-070272.txt ( ) — 260KB
• phge-20240816.xsd (EX-101.SCH) — 4KB
• phge-20240816_def.xml (EX-101.DEF) — 26KB
• phge-20240816_lab.xml (EX-101.LAB) — 36KB
• phge-20240816_pre.xml (EX-101.PRE) — 25KB
• ea0211486-8k_biomx_htm.xml (XML) — 6KB

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this "Form 8-K") is incorporated herein by reference.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws. As previously reported in a Current Report on Form 8-K filed by BiomX Inc. (the "Company") on July 9, 2024, at the annual meeting of the Company's stockholders held on July 9, 2024, the holders of a majority of the Company's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), voted to approve an amendment to the Company's certificate of incorporation, as amended ("Certificate of Incorporation") , to effect a reverse stock split of the Common Stock at a ratio in the range of one-for-five (1:5) to one-for-ten (1:10), to be determined in the sole discretion of the Board of Directors of the Company (the "Board") . On August 8, 2024, the Board approved a one-for-ten (1:10) reverse stock split (the "Reverse Stock Split") of the Common Stock and outstanding units, each consisting of one share of Common Stock and one warrant exercisable for half a share of Common Stock (the "Units"), and authorized the filing of a certificate of amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment") to effect the Reverse Stock Split. The Company plans to file the Certificate of Amendment to effect the Reverse Stock Split as of 12:01 a.m. Eastern Time on August 26, 2024 (the "Effective Time"). The Common Stock and Units are expected to begin trading on the NYSE American on a split-adjusted basis at the start of trading on August 26, 2024. As a result of the Reverse Stock Split, every ten (10) shares of Common Stock issued and outstanding as of the Effective Time will be converted into one (1) share of Common Stock (the "New Common Stock"). The New Common Stock will have a new CUSIP number of 09090D 301. The Reverse Stock Split does not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth pursuant to the Certificate of Inc

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 3.1 Form of Certificate of Amendment to Certificate of Incorporation of BiomX Inc. 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. August 16, 2024 By: /s/ Marina Wolfson Name: Marina Wolfson Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR