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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): December 31, 2025

 

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)   (I.R.S. Employer
Identification No.)

 

22 Einstein St., Floor 4
Ness Ziona, Israel
  7414003
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +972 723942377

 

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
Common Stock, $0.0001 par value   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 1.02 Termination of a Material Definitive Agreement.

 

Adaptive Phage Therapeutics, LLC (“APT”), a wholly owned subsidiary of the Company, was party to a lease agreement with ARE-708 Quince Orchard, LLC (the “Landlord”) relating to premises located in Gaithersburg, Maryland (the “Lease” or “Lease Agreement”).

 

On December 31, 2025, APT entered into a Seventh Amendment to Lease Agreement (the “Seventh Amendment”) with the Landlord in settlement of such claims. Pursuant to the Seventh Amendment, among other things, (i) the Lease was terminated effective December 31, 2025, (ii) APT agreed to make a one-time payment to the Landlord in the amount of $800,000, (iii) the Landlord confirmed its draw on an existing letter of credit in the amount of $153,557.68, and (iv) upon satisfaction of the conditions set forth in the Seventh Amendment, the Landlord agreed to release APT and the Company from any further obligations and liabilities under the Lease, subject to certain limited surviving obligations.

  

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Item 9.01. Financial Statements and Exhibits.

  

(d) Exhibits

 

Exhibit   Description
10.1   Amendment No. 7, dated as of December 31, 2025, to the Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc
104   Cover Page Interactive Data File (embedded within the Inline XBRL documents)

 

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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.
     
January 7, 2026 By: /s/ Jonathan Solomon
    Name: Jonathan Solomon
    Title: Chief Executive Officer

 

 

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