BiomX Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

BiomX Inc. just filed an 8-K detailing a new material agreement and equity sales. Watch this space.

AI Summary

BiomX Inc. filed an 8-K on December 29, 2025, reporting on events that occurred on December 26, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. BiomX Inc. is incorporated in Delaware and its principal executive offices are located in Ness Ziona, Israel.

Why It Matters

This 8-K filing signals significant corporate activity for BiomX Inc., including a new material agreement and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and material definitive agreements, which can introduce financial and operational risks.

Key Players & Entities

• BiomX Inc. (company) — Registrant
• December 26, 2025 (date) — Earliest event reported
• December 29, 2025 (date) — Date of report
• Chardan Healthcare Acquisition Corp. (company) — Former company name
• 22 Einstein St., Floor 4, Ness Ziona, Israel (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value PHGE NYSE American Indi
• $3.3 m — ck"), with an aggregate stated value of $3.3 million, and warrants to purchase shares
• $3.0 m — regate gross proceeds to the Company of $3.0 million, before deducting placement agent
• $1,000 — erred Stock will have a stated value of $1,000 and will be convertible into shares of
• $2 — will have an initial exercise price of $2.00, and will expire five years from the
• $2.00 — mpany. The initial conversion price is $2.00 per share of Common Stock, subject to c
• $25,000 — ss proceeds received by the Company and $25,000 for non-accountable expenses. Additiona
• $2.50 — he Securities Purchase Agreement, i.e., $2.50 per share, and (ii) the Placement Agent

Filing Documents

• ea0271117-8k_biomx.htm (8-K) — 51KB
• ea027111701ex3-1_biomx.htm (EX-3.1) — 253KB
• ea027111701ex4-1_biomx.htm (EX-4.1) — 96KB
• ea027111701ex4-2_biomx.htm (EX-4.2) — 93KB
• ea027111701ex10-1_biomx.htm (EX-10.1) — 246KB
• ea027111701ex10-2_biomx.htm (EX-10.2) — 132KB
• 0001213900-25-126161.txt ( ) — 1247KB
• phge-20251226.xsd (EX-101.SCH) — 3KB
• phge-20251226_lab.xml (EX-101.LAB) — 33KB
• phge-20251226_pre.xml (EX-101.PRE) — 22KB
• ea0271117-8k_biomx_htm.xml (XML) — 3KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. Private Placement and Securities Purchase Agreement On December 26, 2025, BiomX Inc., Inc., a Delaware corporation (the "Company" or "BiomX"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with an investor (the "Investor"), pursuant to which the Company agreed to issue and sell, in a private placement transaction, an aggregate of 3,300 shares of the Company's newly created Series Y Convertible Preferred Stock, par value $0.0001 per share (the "Series Y Preferred Stock"), with an aggregate stated value of $3.3 million, and warrants to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for expected aggregate gross proceeds to the Company of $3.0 million, before deducting placement agent fees and other offering expenses. Each share of Series Y Preferred Stock will have a stated value of $1,000 and will be convertible into shares of Common Stock at a conversion price and on the terms and conditions set forth in the Certificate of Designations of Series Y Convertible Preferred Stock (the "Certificate of Designations"). The Series Y Preferred Stock will have the rights, preferences and privileges set forth in the Certificate of Designations, which will be filed with the Secretary of State of the State of Delaware in connection with the transactions contemplated by the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also agreed to issue to the Investor warrants to purchase up to an aggregate number of shares of Common Stock equal to 200% of the number of shares of Common Stock issuable upon conversion of the Series Y Preferred Stock (the "Warrants"), i.e., 3,300,000 shares of Common Stock. The Warrants will be exercisable immediately upon issuance, subject to certain limitations set forth below, will have an initial exercise price of $2.00, and will expire five years from the date of issuanc

02 Unregistered Sales of Equity Securities

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 Securities Purchase Agreement 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.

Forward Looking Statements

Forward Looking Statements 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 closing of the transactions contemplated by the Securities Purchase Agreement and timing thereof, the filing and effectiveness of the Registration Statement pursuant to the Registration Rights Agreement and the timing thereof, and the intention to file a proxy statement with the SEC. Forward-looking "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. 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 to the private placement, delays in the filing or effectiveness of the Registration Statement, the failure to obtain stockholder approval, changes in applicable laws or regulations, and the possibility that BiomX may be adversely affected by other economic, business, and/or competitive factors. Therefore, investors should not rely on any of these forward-looking statements and should review t

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit Description 3.1 Form of Certificate of Designations of Series Y Preferred Stock 4.1 Form of Warrant 4.2 Form of Placement Agent Warrant 10.1 Securities Purchase Agreement, dated as of December 26, 2025, by and between BiomX Inc. and the Investor 10.2 Registration Rights Agreement, dated as of December 26, 2025, by and among the Company and the Investor 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents) 5 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. December 29, 2025 By: /s/ Jonathan Solomon Name: Jonathan Solomon Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR