BiomX Inc

DEF 14A 1 ea0207921-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Proxy Statement dated June 17, 2024

and first mailed to stockholders on or about June 17, 2024

Dear Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of BiomX Inc. at 8:00 a.m., Eastern Time, on July 9, 2024. This year’s Annual Meeting will be held entirely online to allow for greater participation. Stockholders may participate in this year’s annual meeting by visiting the following hosting URL: https://www.virtualshareholdermeeting.com/PHGE2024.

Your vote is very important! Whether or not you plan to attend the Annual Meeting, we urge you to read the enclosed proxy statement and vote as soon as possible via the Internet, by telephone or, if you receive a paper proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form.

A record of our business activities for the 2023 fiscal year is contained in our 2023 Annual Report to Stockholders. Thank you for your confidence and continued support.

Sincerely,

/s/ Jonathan Solomon

Jonathan Solomon Chief Executive Officer

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS OF BIOMX

Ness Ziona 7414003, Israel

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held July 9, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders, or “Annual Meeting,” of BiomX Inc., or “we,” “our,” “us,” “BiomX” or the “Company,” will be held online on July 9, 2024 at 8:00 a.m. Eastern Time. You, or your proxy may attend the meeting virtually via the Internet athttps://www.virtualshareholdermeeting.com/PHGE2024, where you, or your proxy, will be able to vote electronically and examine the Company’s stockholder list during the Annual Meeting. You will need the 16-digit control number included with these materials to attend the Annual Meeting and to vote and otherwise participate in the Annual Meeting. The purpose of the Annual Meeting is the following:

1. To approve the conversion of 256,887 shares of our 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 our common stock, par value $0.0001 per share (“Common Stock”), in accordance with Section 713 of the NYSE American LLC Listed Company Guide (“Proposal No. 1”);

2. To approve the amendment and restatement of the Company’s 2019 Omnibus Long-Term Incentive Plan (“Proposal No. 2”);

3. To approve an amendment to our amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of the Common Stock from one hundred and twenty million (120,000,000) shares of Common Stock to seven hundred fifty million (750,000,000) shares of Common Stock (“Proposal No. 3”);

4. To elect two Class I directors to serve until the 2027 annual meeting of stockholders, and in each case, until their successors are duly elected and qualified (“Proposal No. 4”);

5. To approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and the narrative discussion related thereto (“Proposal No. 5”);

6. To conduct a nonbinding advisory vote on the frequency (every one, two or three years) of future advisory votes on the compensation of the Company’s named executive officers (“Proposal No. 6”);

7. To authorize the Company’s Board of Directors to amend the amended and restated certificate of incorporation, as amended, of the Company to effect one reverse stock split of the Company’s outstanding Common Stock at any ratio between 1-for-5 and 1-for-10 at such time as our Board of Directors shall determine, in its sole discretion, any time before July 9, 2025 (“Proposal No. 7”);

8. To ratify the appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 (“Proposal No. 8”);

9. To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposals No. 1 through 8 (“Proposal No. 9”); and

10. To transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Only BiomX Inc. stockholders of record at the close of business on May 28, 2024 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Your vote is important. Whether or not you are able to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on July 9, 2024: The proxy statement and proxy card are also available at www.proxyvote.com.

By order of the Board of Directors,

/s/ Jonathan Solomon

Jonathan Solomon

Chief Executive Officer

Ness Ziona, Israel

June 17, 2024