8-K
BiomX Inc. (PHGE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 29, 2021 (April 23, 2021)
BIOMX INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 0001-38762 | 82-3364020 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 22 Einstein St., 5^th^ Floor | ||
| --- | --- | |
| Ness Ziona, Israel | 7414003 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(+972) 72 394 2377
(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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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 |
|---|---|---|
| Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of Common Stock | PHGE.U | NYSE American |
| Shares of Common Stock, $0.0001 par value, included as part of the Unit | PHGE | NYSE American |
| Warrants included as part of the Units | PHGE.WS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 4.01. Changes in Registrant’s CertifyingAccountant.
(a) Dismissal of Previous Independent RegisteredPublic Accounting Firm
On April 23, 2021, the Audit Committee, or the Audit Committee, of the Board of Directors of BiomX Inc., or the Company, dismissed Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, or the Former Auditor, as the Company’s independent registered public accounting firm, effective immediately.
The audit reports of the Former Auditor on the Company’s financial statements for the fiscal years ended December 31, 2020 and 2019 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through April 23, 2021, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The Company provided the Former Auditor with a copy of the disclosure it is making in this Current Report on Form 8-K and requested that the Former Auditor furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of the letter provided by the Former Auditor, dated April [28], is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent RegisteredPublic Accounting Firm
On April 23, 2021, the Audit Committee approved the engagement of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, or the New Auditor, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, effective immediately upon the dismissal of the Former Auditor. During the fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through April 23, 2021, neither the Company, nor anyone on its behalf, consulted the New Auditor regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by the New Auditor that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 16.1 | Letter from Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, addressed to the Securities and Exchange Commission, dated April 29, 2021. |
1
SIGNATURES
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. | |
|---|---|
| By: | /s/ Jonathan Solomon |
| Name: | Jonathan Solomon |
| Title: | Chief Executive Officer |
Date: April 29, 2021
2
Exhibit 16.1
April 29, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statement under Item 4.01 of the current report on Form 8-K to be filed with the Securities and Exchange Commission on April 29, 2021 regarding the change of auditors. We agree with the statements concerning our firm contained therein.
We have no basis to agree or disagree with statements pertaining to the successor accountants.
Yours truly,
/s/ Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
April 29, 2021