BiomX Inc

Current report

Risks Related to Our Operations in Israel

Current report

Our research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the recent war with Hamas, Hezbollah and other terrorist organizations in the Middle East.

Current report

Our executive offices and research and development facilities are located in Israel. In addition, the majority of our key employees and all of our officers are residents of Israel. Accordingly, political, geopolitical, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, several armed conflicts have taken place between Israel and its neighboring Arab countries, the Hamas (an Islamist terrorist militia and political group that controls the Gaza strip), the Hezbollah (an Islamist terrorist militia and political group based in Lebanon) and other terrorist organizations active in the region. These conflicts have involved missile strikes, drone strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could negatively affect business conditions in Israel in general and our business in particular, and adversely affect our product development, operations and results of operations.

Current report

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen, as described below). In April 2024 and September 2024, Israel experienced direct attacks from Iran, involving hundreds of drones and missiles launched towards various parts of the country, mostly targeting military bases. The Israeli defense systems, aided by international allies, successfully intercepted most of these attacks, minimizing physical damage and casualties. Such incidents contribute to regional instability and could potentially escalate into broader conflicts with Iran and its proxies in the Middle East, affecting Israel’s political and trade relations, especially with neighboring countries and global allies. The situation remains fluid, and the potential for further escalation exists.

Current report

In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service, including 6 employees, none of whom are management or key employees, who were called up for reserve service, of which 4 have since returned to work full time and their pre-war military reserve duty. So long as the war continues, our personnel may be called up for reserve service, whether for extended periods or periodically for short-term periods. Military service call ups that result in absences of personnel for extended periods of time may materially and adversely affect our business, prospects, financial condition and results of operations.

Current report

Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and the market price of our Common Stock, and could make it more difficult for us to raise capital.

Current report

Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a material adverse effect on our business.

Previous report

Risks Related to Owning Our Securities

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.