UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
| (Exact Name of Registrant as Specified in its Charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone
number, including area code: +
| n/a |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , and one Warrant entitling the holder to receive one half share of Common Stock | American | |||
| American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2024, the Company has reported results of APT and the Company on a consolidated basis.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of APT as of and for the years ended December 31, 2023 and 2022, together with the report of Ernst & Young LLP, Independent Auditors with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined statements of operations of the Company as of and for the year ended December 31, 2023 and the three months ended March 31, 2024 are included as Exhibit 99.2 hereto and are incorporated by reference herein.
(d) Exhibits.
| Exhibit | Description | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors | |
| 99.1 | Audited financial statements of Adaptive Phage Therapeutics, Inc. as of and for the years ended December 31, 2023 and 2022 | |
| 99.2 | Unaudited pro forma condensed combined statements of operations of BiomX Inc. as of and for the year ended December 31, 2023 and the three months ended March 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOMX INC. | |||
| May 30, 2024 | By: | /s/ Jonathan Solomon | |
| Name: | Jonathan Solomon | ||
| Title: | Chief Executive Officer | ||
2