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                             June 11, 2024

       Jonathan Solomon
       Chief Executive Officer
       BiomX Inc.
       22 Einstein St., 4th Floor
       Ness Ziona, Israel 7414003

                                                        Re: BiomX Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed May 28, 2024
                                                            File No. 001-38762

       Dear Jonathan Solomon:

                                                        We have reviewed your
filing and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Proposal No. 1: Conversion Proposal, page 10

   1.                                                   We note that you have
addressed the consequences of not approving the conversion
                                                        proposal on page 12.
Please revise your disclosure to also address the consequences to
                                                        stockholders if the
conversion proposal is approved, including the resulting ownership of
                                                        the company. In this
regard, please identify the private placement investors who will
                                                        collectively hold 67.5%
of the company's shares post-conversion.
       The Merger
       Background of the Acquisition, page 55

   2.                                                   We note that the dated
entries in this section disclose that meetings were held from
                                                        October 2023 to March
2024 to discuss the potential transaction terms, timing, material
                                                        issues, and the Merger
Agreement, among other things; however, no details are disclosed
                                                        regarding these terms
or negotiations. Please revise the entries to disclose the intitial
                                                        transaction terms,
details of revised terms presented to each party, and the negotiations
                                                        and discussions
concerning the merger consideration and equity split. Also revise your
 Jonathan Solomon
BiomX Inc.
June 11, 2024
Page 2
      disclosure to present the discussions and negotiations concerning the
terms of the
      convertible preferred shares, including the settlement feature that would
require cash
      payment to preferred holders if the pre-merger company stockholders do
not approve the
      Conversion Proposal.
3.    Please revise this section to explain the negotiations and discussions
regarding the
      structure of the merger. Without limitation, explain whether the parties
discussed a
      traditional structure that would have allowed company stockholders to
approve or
      disapprove of the merger or the merger consideration prior to the closing
of the
      transaction. If a traditional structure was discussed, your disclosure
should also address
      why a traditional structure was not chosen and why the resulting
structure, which did not
      provide for stockholder approval prior to closing, was used.
BiomX's Reasons for the Acquisition, page 57

4.    Please tell us whether the board considered the transaction structure,
which did not
      provide stockholders with the opportunity to approve or disapprove of the
merger
      consideration prior to closing, in deciding whether to approve the
acquisition.
Opinion of BiomX's Financial Advisor, page 59

5.    We note that BiomX retained H.C. Wainwright & Co., LLC on March 2, 2024,
to render a
      fairness opinion to the BiomX board. Please describe the method of
selection of
      Wainwright in this capacity.
General

6.    Please ensure that all graphics included in the proxy statement are
legible. In this regard,
      we note the tables on pages 62-69.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Tyler Howes at 202-551-3370 or Laura Crotty at
202-551-7614 with
any questions.



                                                             Sincerely,
FirstName LastNameJonathan Solomon
                                                             Division of
Corporation Finance
Comapany NameBiomX Inc.
                                                             Office of Life
Sciences
June 11, 2024 Page 2
cc:       Alla Digilova, Esq.
FirstName LastName