BiomX Inc

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition or future results.

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 4, 2024, except as noted below.

Risks Related to Owning Our Securities

We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in delisting of our shares of Common Stock, which could harm us in several manners.

Our shares of Common Stock are listed on the NYSE American. In order to maintain this listing, we must meet certain standards, including, among other things, maintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer under other circumstances that are more discretionary based.

On May 23, 2024, we received a deficiency letter, or the NYSE Notice, from the NYSE American indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide, or the Company Guide, because we did not meet the minimum required stockholders’ equity standards.

We are now subject to the procedures and requirements set forth in Section 1009 of the Company Guide. As required by the NYSE Notice, on June 21, 2024, we submitted a plan, or the Plan, to NYSE American advising of actions we have taken or will take to regain compliance with the continued listing standards by November 23, 2025. On July 23, 2024, NYSE American accepted the Plan, and accordingly, we have a cure period until November 23, 2025 to comply with the Plan and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan. The NYSE Notice and implementation of the Plan have no immediate effect on the listing or trading of our shares of Common Stock on NYSE American. There can be no assurance that we will ultimately regain compliance with all applicable NYSE American listing standards.

If we are unable to regain compliance with all applicable NYSE American listing standards, our shares of Common Stock would be subject to delisting. If the NYSE American delists our shares of Common Stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our shares of Common Stock, reduced liquidity and market price of our shares of Common Stock, decreased analyst coverage of our shares of Common Stock, and an inability for us to obtain any additional financing to fund our operations that we may need.

If our shares of Common Stock are delisted, they may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a penny stock to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules impose additional sales practice requirements and burdens on broker-dealers (subject to certain exceptions) and could discourage broker-dealers from effecting transactions in our stock, further limiting the liquidity of our shares, and an investor may find it more difficult to acquire or dispose of the shares of Common Stock on the secondary market. These factors could have a material adverse effect on the trading price, liquidity, value and marketability of our shares of Common Stock.