PHGE.U BiomX Inc

Item 8.01 Other Events.

On March 31, 2020, BiomX Inc. (the “Company”) issued a press release announcing that it will hold its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) on June 3, 2020 at 9:00 a.m. Eastern Time. In light of public health concerns regarding the COVID-19 pandemic, the Annual Meeting will be held solely by remote communication, in a virtual-only format.

Stockholders of record of the Company’s common stock at the close of business on April 17, 2020 are entitled to notice of, and to vote during, the 2020 Annual Meeting. The Company expects the notice of the 2020 Annual Meeting, definitive proxy statement and Notice of Internet Availability of Proxy Materials (collectively, the “proxy materials”) will be mailed to stockholders on or about April 21, 2020.

Because the 2020 Annual Meeting is the Company’s first annual meeting of stockholders, the Company has established a deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2020 Annual Meeting. In order to be considered for inclusion, such proposals must be received in writing by the Company before the close of business on [April 17, 2020] and must also comply with the applicable requirements of Rule 14a-8 of the Exchange Act. The [April 17, 2020] deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)(1) of the Exchange Act.

Additionally, in accordance with the advanced notice provisions of the Company’s Bylaws, the Company has set deadlines for a stockholder to properly bring nominations of directors or any other business before the 2020 Annual Meeting. The Bylaws provide that if less than 90 calendar days’ notice of the meeting is given to stockholders, director nominations must be mailed or delivered to the Company not later than the close of business on the seventh calendar day following the date notice of the meeting is mailed, or 5:00 p.m. Eastern Time on April 28, 2020. The Bylaws also provide that in the event that less than 45 calendar days’ prior public disclosure of the date of the annual meeting is made to stockholders, notice of other business to be brought before the meeting must be received not later than the close of business on the tenth business day following the date of the public disclosure, or 5:00 p.m. Eastern Time on April 21, 2020.

Any stockholder proposal for inclusion in the Company’s proxy materials, notice of proposed business to be brought before the 2020 Annual Meeting, or director nomination should be sent to the Company at 7 Pinhas Sapir St., Floor 2, Ness Ziona, Israel 7414002, Attention: Corporate Secretary.