BiomX Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 | ||
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.
1
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) |
2
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 | ||
3