On August 28, 2026, BiomX Inc. (the "Company") announced that it will effect a one-for-ten (1-for-10) reverse stock split of its common stock, par value $0.0001 per share (the "Common Stock") (the "Reverse Stock Split").
The Reverse Stock Split was approved by the Company's stockholders at a special meeting held on August 25, 2026, at which the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits at an aggregate ratio of not less than 1-for-5 and not more than 1-for-20, and providing that upon effectiveness of any such reverse stock split the number of authorized shares of Common Stock would be reduced from 750,000,000 to 150,000,000. On August 28, 2026, the Company's Board of Directors, acting by unanimous written consent, fixed the ratio of the Reverse Stock Split at one-for-ten and fixed the effective time of the action.
The Company expects to file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware giving effect to the Reverse Stock Split (together with the reduction in authorized shares), to become effective at 12:01 a.m., Eastern Time, on September 9, 2026. The Common Stock is expected to begin trading on the NYSE American on a split-adjusted basis when the market opens on September 9, 2026. Following the Reverse Stock Split, the Common Stock will be assigned CUSIP number 09090D 608.
At the effective time, each ten (10) shares of Common Stock issued and outstanding immediately prior thereto will automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any change in the par value per share, reducing the number of outstanding shares of Common Stock from approximately 26.7 million to approximately 2.7 million. No fractional shares will be issued in connection with the Reverse Stock Split; any stockholder who would otherwise be entitled to receive a fractional share will instead be entitled to receive an additional fraction of a share of Common Stock sufficient to round such holder's interest up to the next whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's percentage ownership interest in the Company's equity, except for minor changes resulting from the treatment of fractional shares. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding warrants, convertible instruments and equity awards. Continental Stock Transfer & Trust Company, the Company's transfer agent, is acting as exchange agent for the Reverse Stock Split.
The Company will report the filing and effectiveness of the Certificate of Amendment under Item 5.03 of Form 8-K following the effective time.
The information in this Item 8.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
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