BiomX Inc.

8-K · ea0294507-8k_biomx.htm iXBRL

0001739174

 2026-06-10
 2026-06-10

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 10, 2026

  

 BIOMX INC.

 (Exact name of registrant as specified in its
charter)

  

 Delaware
  
 001-38762
  
 82-3364020

 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

  

 850 New Burton Road , Suite 201

 Dover , Delaware 19904

 (Address of principal executive offices, including
zip code)

  

 ( 972 ) 52-437-4900

 (Registrant’s telephone number, including
area code)

  

 Not Applicable

 (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

 Common Stock, $0.0001 par value per share
  
 PHGE
  
 NYSE 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. ☐

  

  

  

  

 Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.

  

 On June 10, 2026, BiomX Inc. (the
“Company”) received a written notice from NYSE Regulation stating that it had accepted the Company’s plan to regain
compliance with the continued listing standards of the NYSE American LLC ("NYSE American").

  

 The Company submitted a compliance
plan to NYSE American on April 24, 2026. NYSE Regulation accepted the plan and granted the Company a plan period through September 25,
2027 to regain compliance with the applicable continued listing standards.

  

 As previously disclosed, on March
25, 2026, the Company received written notice from NYSE Regulation that the Company was not in compliance with the continued listing standards
set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American LLC Company Guide (the “Company Guide”),
which require a listed company to maintain specified levels of stockholders’ equity. The notice was based on the Company’s
reported stockholders’ deficit of $(1,302,000) as of December 31, 2025 and its losses from continuing operations and/or net losses
in its five most recent fiscal years then ended. The Company was also not eligible for any exemption from the stockholders’ equity
requirements under Section 1003(a) of the Company Guide.

  

 During the plan period, the Company’s
common stock will continue to be listed and traded on NYSE American, subject to the Company’s compliance with the initiatives and
conditions set forth in the compliance plan and continued periodic review by NYSE Regulation. Until the Company regains compliance, a
“.BC” (below compliance) indicator will be disseminated with the Company’s ticker symbol, and the Company will be included
on the NYSE American’s list of noncompliant issuers published on the Exchange’s website. If the Company does not regain compliance
with the applicable continued listing standards by the end of the plan period, or does not make progress consistent with the compliance
plan during the plan period, NYSE Regulation may initiate delisting proceedings.

  

 The Company is committed to taking
the actions set forth in the plan and intends to use all reasonable efforts to regain compliance with the applicable continued listing
standards within the plan period. [The Company can provide no assurances that it will be able to make progress with respect to its Plan
that the NYSE Regulation will determine to be satisfactory, that it will regain compliance with Section 1003(a)(i), (ii) or (iii) of the
Company Guide during the Plan Period, or that developments and events occurring subsequent to the Company’s formulation of the Plan
or its acceptance by NYSE Regulation will not adversely affect the Company’s ability to make sufficient progress and/or regain compliance
with the aforementioned sections of the Company Guide during the Plan Period or result in the Company’s failure to be in compliance
with other NYSE American continued listing standards.

  

 Item 7.01. Regulation FD Disclosure.

  

 On June 12, 2026, the Company issued a press release
announcing that NYSE Regulation had accepted the plan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.

  

 The information furnished under this Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

  

 Item 9.01. Financial Statements and Exhibits.

  

 (d) Exhibits.

  

 Exhibit No.
  
 Description

 99.1
  
 Press Release of BiomX Inc., dated June 12, 2026

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 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.
  

  
  

 Date: June 12, 2026
  

  
  

 By:
 /s/ Michael Oster
  

 Name: 
 Michael Oster
  

 Title:
 Chief Executive Officer
  

  
  

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