UPDATE ON UNITS - BiomX Inc. Announces 1-for-10 Reverse Stock Split
17 August 2024 - 12:55AM
In a release issued under the same headline yesterday by BiomX
(NYSE American: PHGE), the third and fourth paragraphs have been
updated to include information regarding adjustment of outstanding
units following the reverse stock split. The updated release
follows.
BiomX Inc. (NYSE American: PHGE) (“BiomX” or the
“Company”), a clinical-stage company advancing novel natural and
engineered phage therapies that target specific pathogenic
bacteria, today announced that it intends to effect a one-for-ten
reverse split (the "Reverse Stock Split") of the Company’s common
stock (the "Common Stock"). The Common Stock will continue to trade
on the NYSE American under the existing symbol “PHGE” and will
begin trading on a split-adjusted basis when the market opens on
August 26, 2024. The new CUSIP number for the Common Stock
following the Reverse Stock Split will be 09090D 301.
The Reverse Stock Split was previously approved by the Company’s
stockholders at a special meeting held on July 9, 2024, with the
final ratio determined by the Company’s Board of Directors on
August 8, 2024. The Company plans to file a Certificate of
Amendment to the Company’s Certificate of Incorporation with the
Secretary of State of the State of Delaware to effect the Reverse
Stock Split.
The 1-for-10 Reverse Stock Split will automatically combine and
convert ten current shares of the Common Stock into one issued and
outstanding new share of Common Stock. Proportional adjustments
also will be made to shares underlying outstanding equity awards,
warrants and convertible preferred stock, and to the number of
shares issued and issuable under the Company’s stock incentive
plans and certain existing agreements. The Company’s outstanding
units (the “Units”) will also undergo a one-for-ten reverse split.
The Units will continue to trade on the NYSE American under the
existing symbol “PHGE U” and will begin trading on a split-adjusted
basis when the market opens on August 26, 2024. The new CUSIP
number for the Units following the Reverse Stock Split will be
09090D 400. Each unit will continue to represent one share and one
warrant exercisable for half a share. The Reverse Stock Split
will not change the par value of the Common Stock nor the
authorized number of shares of Common Stock, preferred stock or any
series of preferred stock.
The Reverse Stock Split will affect all stockholders uniformly
and will not alter any stockholder’s percentage ownership interest
in the Company’s equity, except for minor changes to the treatment
of fractional shares as described below. After the effectiveness of
the Reverse Stock Split, the number of outstanding shares of Common
Stock will be reduced from approximately 178,958,447 to
approximately 17,895,845, subject to adjustment to give effect to
the treatment of any fractional shares that stockholders would have
received in the Reverse Stock Split. No fractional shares of Common
Stock or Units will be issued in connection with the Reverse Stock
Split. Stockholders of the Company who otherwise would be entitled
to receive fractional shares or Units, because they hold a number
of shares or Units, as applicable, not evenly divisible by the
Reverse Stock Split ratio will be automatically entitled to receive
an additional fraction of a share of the Common Stock or Unit, as
applicable, to round up to the next whole share. Continental Stock
Transfer & Trust Company, the Company transfer agent, will send
instructions to stockholders of record who hold stock certificates
regarding the exchange of certificates for Common Stock.
Stockholders who hold their shares of Common Stock in book-entry
form or in brokerage accounts or “street name” are not required to
take any action to effect the exchange of their shares of Common
Stock following the Reverse Stock Split. Continental Stock Transfer
& Trust Company may be reached for questions at (800)
509-5586.
About BiomXBiomX is a clinical-stage company
leading the development of natural and engineered phage cocktails
and personalized phage treatments designed to target and destroy
harmful bacteria for the treatment of chronic diseases with
substantial unmet needs. BiomX discovers and validates proprietary
bacterial targets and applies its BOLT (“BacteriOphage Lead to
Treatment”) platform to customize phage compositions against these
targets. For more information, please visit www.biomx.com, the
content of which does not form a part of this press release.
Safe HarborThis press release contains express
or implied “forward-looking statements” within the meaning of the
“safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by
words such as: “target,” “believe,” “expect,” “will,” “may,”
“anticipate,” “estimate,” “would,” “positioned,” “future,” and
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. For
example, when BiomX discusses the effective date for the Reverse
Stock Split and the date that trading of the New Common Stock will
begin on a split-adjusted basis, it is using forward-looking
statements. Forward-looking statements are neither historical facts
nor assurances of future performance. Instead, they are based only
on BiomX management’s current beliefs, expectations and
assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of BiomX’s control. Therefore, investors should
not rely on any of these forward-looking statements and should
review the risks and uncertainties described under the caption
“Risk Factors” in BiomX’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”) on April 4, 2024,
and additional disclosures BiomX makes in its other filings with
the SEC, which are available on the SEC’s website at www.sec.gov.
Forward-looking statements are made as of the date of this press
release, and except as provided by law BiomX expressly disclaims
any obligation or undertaking to update forward-looking
statements.
BiomX, Inc.Assaf Oron+97254-2228901assafo@biomx.com
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