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Section 1: 8-K (CURRENT REPORT)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 3, 2020

 

  BiomX Inc.  
  (Exact Name of Registrant as Specified in its Charter)  

 

Delaware   0001-38762   82-3364020
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

7 Pinhas Sapir St., Floor 2
Ness Ziona, Israel
  7414002
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +972 723942377

 

  n/a  
  (Former name or former address, if changed since last report)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of Common Stock   PHGE.U   NYSE American
Shares of Common Stock, $0.0001 par value, included as part of the Units   PHGE   NYSE American
Warrants included as part of the Units   PHGE.WS   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 

  

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On February 3, 2020, BiomX Inc. (the “Company”) issued a press release announcing that the Company’s securities will be listed for trading on the Tel Aviv Stock Exchange effective February 6, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
     
99.1   Press Release dated February 3, 2020

 

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.
     
February 3, 2020 By: /s/ Jonathan Solomon
    Name:   Jonathan Solomon
    Title: Chief Executive Officer

 

 

2

 

 

 

 

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Section 2: EX-99.1 (PRESS RELEASE DATED FEBRUARY 3, 2020)

Exhibit 99.1

 

 

BiomX Announces Dual Listing on the Tel-Aviv Stock Exchange

 

-     Tel Aviv Stock Exchange trading effective February 6th, 2020

 

-     BiomX common shares will continue to trade on the NYSE under the symbol PHGE

 

Ness Ziona, Israel – February 3rd , 2020BiomX Inc. (NYSE: PHGE), a clinical-stage biotechnology company developing both natural and engineered phage therapies, today announced that the Tel Aviv Stock Exchange (TASE) has approved the listing of its common shares, with trading effective February 6th, 2020.

 

The Company’s common shares will continue to trade on the NYSE American Stock Market, and the Company will continue to comply with the reporting and disclosure requirements of the U.S. Securities and Exchanges Commission, without any additional regulatory requirements.

 

“We are excited to begin trading on the Tel Aviv Stock Exchange in Israel, the country in which we were founded and are headquartered,” said BiomX CEO Jonathan Solomon. “We are proud to provide another route for Israeli investors to participate in our growth as a leading developer of targeted phage products. We particularly look forward to disclosing Phase 1 data for our lead acne program by the end of the first quarter of 2020 and Phase 1 data for our inflammatory bowel disease program in the second half of 2020.”

 

Ittai Ben Zeev, CEO of TASE,  congratulated BiomX for joining the Tel Aviv Stock Exchange as a dual listed company. He added, “We believe that it is important that any Israeli company traded abroad, also has access to the Israeli capital markets. Dual listing in Tel Aviv has many advantages for the Company and for the investors, including access to additional potential investors, and to additional trading days and hours, as well as entry into the leading indices on TASE, which would contribute to increased tradability of, and liquidity in, the shares."

 

About Phage Therapy

 

Bacteriophage, or phage, are viruses that target bacteria and are considered inert to mammalian cells. Phage are designed to target and kill specific bacterial species or strains without disrupting other bacteria or the healthy microbiota. All of BiomX’s phage-based product candidates derive from its proprietary platform, which is first used to discover and validate the association of specific bacterial strains with human diseases or conditions, and is then used to develop rationally-designed phage combinations (“cocktails”) of naturally occurring or synthetic phage to target pathogenic bacteria. The phage cocktails contain multiple phage with complementary functions optimized through in vitro and in vivo testing.  

 

 

 

 

 

About BiomX

 

BiomX is a clinical-stage biotechnology company developing both natural and engineered phage cocktails designed to target and destroy bacteria that affect the appearance of skin, as well as harmful bacteria in chronic diseases, such as inflammatory bowel disease (IBD), primary sclerosing cholangitis (PSC), and colorectal cancer (CRC). BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets.

www.biomx.com

 

Safe Harbor Language

 

This press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” 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 BiomX 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 our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. You should review additional disclosures we make in our filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov.

 

Company Contact

 

BiomX
Assaf Oron
Chief Business Officer
+972 (54) 222-8901
[email protected]

 

Investor Contact

 

Stern IR, Inc.
Kerry Conlin
+1 (212) 362-1200
[email protected] 

 

 

 

 

 

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