US Market News
3月前
BiomX CEO Issues Letter to StockholdersMarch 19, 2026 9:15 AM
PR Newswire (US)
CEO Letter to Stockholders highlights the Company's strategic and financial reset designed to strengthen BiomX in the near term and unlock future growth opportunitiesDOVER, Del., March 19, 2026 /PRNewswire/ -- BiomX Inc. (NYSE American: PHGE), today released the following letter from its Chief Executive Officer to stockholders.Dear Stockholders,Over the past several weeks, BiomX has taken decisive steps to reshape its leadership, priorities, and financial structure. Leadership has evolved, strategic priorities have been sharpened, and we are taking concrete steps intended to improve the Company's financial and operational structure. These changes have not been easy, but they are necessary to put BiomX on a stronger and more disciplined path forward.Our goal is clear: to stabilize the Company's financial footing, simplify our capital structure, and position BiomX to pursue strategic opportunities with greater focus and discipline.One such change relates to the warrants issued in connection with the recent investment completed in December 2025. These warrants were originally structured with a five-year term. Following consideration, the Board, in agreement with the warrant holders, determined to amend the warrant structure so that the warrants will have a one-year exercise period with an adjusted exercise price of $1.00 per share.The details of this amendment are described in the Form 8-K filed on March 19, 2026. In practical terms, this change significantly shortens the timeline associated with these warrants. Long-dated warrants can create an overhang that may complicate how public investors evaluate the Company. By shortening the period to one year, BiomX is working towards the resolution of this overhang. The shorter duration also reduces the theoretical value of these warrants, as commonly measured by option pricing models.We believe this step aligns the interests of the Company and our investors while supporting a more efficient financial structure, strengthening BiomX's financial profile.Looking ahead, we are focused on simplifying our capital structure and strengthening our financial foundation to support future growth. These actions are intended to enhance our flexibility to access capital as we pursue the right opportunities. As part of this process, we are actively evaluating opportunities to reposition the Company toward sectors benefiting from strong global demand for advanced technologies, including defense-related applications.Along with reducing non-essential costs and having a more rigorous spending discipline, we believe this better positions BiomX to execute on its long-term strategy. These actions include, for example, finalizing expenses related to the closure of our Maryland facility and other measures aimed at reducing the Company's overhead.In parallel, we have increased our engagement with the capital markets and are actively engaging with investment banks and institutional investors, In addition, we are evaluating strategies, broader opportunities, and potential targets to reposition the Company. BiomX is also consulting with Wall Street and business advisors to support such growth.Our new leadership team brings experience across financial markets, corporate strategy, and public-Company management, including managing large public companies in the energy and defense sectors. We are focused on operating BiomX with strong financial discipline and responsible capital allocation.We believe the steps we are taking support a more flexible and disciplined path forward while positioning BiomX to create long-term value for stakeholders.I would like to thank our employees for their continued dedication and our stockholders for their patience and support during this period of transition. We remain committed to doing the work necessary to move BiomX forward on a stronger and more sustainable path.Sincerely,Michael Oster
CEO
BiomX Inc.Forward-Looking StatementsThis 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, such as statements regarding the expected benefits of the Company's new leadership and future growth strategy. 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. These risks and uncertainties include, but are not limited to, changes in applicable laws or regulations; the possibility that BiomX may be adversely affected by other economic, business, and/or competitive factors; competition; uncertainties as to the sufficiency of BiomX's cash resources to fund its planned activities for the periods anticipated and BiomX's ability to manage unplanned cash requirements; and general economic and market conditions. 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 February 19, 2026, 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 Contact:Yair Ohayon,
Yairo@biomx.com
View original content:https://www.prnewswire.com/news-releases/biomx-ceo-issues-letter-to-stockholders-302718782.htmlSOURCE BiomX
Original: BiomX CEO Issues Letter to Stockholders
subslover
2年前
BiomX Announces Entry into Merger Agreement with Adaptive Phage Therapeutics and Concurrent $50 Million Financing
Acquisition will create phage therapy company with an advanced pipeline with two Phase 2 assets, BX004 for the treatment of chronic pulmonary infections in cystic fibrosis (“CF”) patients and BX211 for the treatment of diabetic foot osteomyelitis (“DFO”)
Concurrently with entering into the definitive merger agreement, BiomX entered into a definitive agreement for a private placement financing of $50 million that will be used to advance two lead product candidates through Phase 2 clinical readouts in 2025
Conference call today at 9:00 a.m. EST
CAMBRIDGE, Mass. and NESS ZIONA, Israel, March 06, 2024 (GLOBE NEWSWIRE) -- BiomX Inc. (NYSE American: PHGE) (together with its subsidiaries and/or associates, “BiomX”), a clinical-stage company advancing novel natural and engineered phage therapies that target specific pathogenic bacteria, today announced that it has entered into a definitive merger agreement with Adaptive Phage Therapeutics, Inc. (“APT”), a U.S.-based privately-held, clinical-stage biotechnology company pioneering the development of phage-based therapies to combat bacterial infections (the “Acquisition”). Immediately after the effective time of the Acquisition, and before giving effect to the concurrent private placement the former stockholders of BiomX will own approximately 55% and the former stockholders of APT will own approximately 45% of the consolidated entity of BiomX and APT. The Acquisition is expected to close within the next 30 days, subject to the satisfaction of the closing conditions described in the definitive merger agreement. Concurrently with entering into the definitive merger agreement, BiomX entered into a definitive purchase agreement for the sale of shares of newly created non-voting convertible preferred stock (“Series X Preferred Stock”) and warrants to purchase shares of BiomX common stock in a private placement to certain institutional accredited investors led by affiliates of Deerfield Management Company and the AMR Action Fund, and additional investors including the Cystic Fibrosis Foundation, OrbiMed and Nantahala Capital. The private placement is expected to result in gross proceeds to BiomX of $50 million before deducting placement agent and other offering expenses. The proceeds from the private placement are expected to provide funding through the results from a planned Phase 2b trial that will evaluate BiomX’s lead product candidate, BX004, for the treatment of chronic pulmonary infections caused by Pseudomonas aeruginosa (P. aeruginosa) in CF patients expected in the third quarter of 2025 and Phase 2 results from APT’s clinical-stage product candidate, now named BX211, for the treatment of Staphylococcus aureus (S. aureus) infections in DFO patients expected in the first quarter of 2025. The private placement is expected to close substantially concurrently with, and subject to the closing of, the Acquisition.
“BiomX’s acquisition of APT will create a leading phage company with diverse technologies and an advanced clinical pipeline,” said Jonathan Leff, Partner and Chairman of the Deerfield Institute at Deerfield Management. “With important data readouts for two programs expected in 2025, the funding from this transaction is designed to provide multiple opportunities to create stockholder value by reaching critical inflection points in each program’s clinical development.”
“Today’s announcement sends a clear vote of confidence from leading biotechnology investors who led this transaction that phage technology holds significant potential to treat serious infections with significant unmet need and limited treatment options,” said Jonathan Solomon, Chief Executive Officer of BiomX. “In the case of CF, BX004 has the potential to improve lung function in patients with chronic and potentially deadly pulmonary infections.”
“APT’s phage therapy for DFO holds the potential to prevent amputations associated with intractable infections that have penetrated into the bone in patients with diabetic foot ulcers,” said Greg Merril, Founder and Board Director of APT. “With the combined intellectual and financial resources coming from this acquisition, we now have a clear line of sight towards applying this ground-breaking technology to reach multiple data readouts in CF and DFO over the next 12-24 months.”
Management and Organization
BiomX will continue to be led by its current management team, with the addition of Michael Billard from APT as General Manager, U.S. Following the transaction, the BiomX board of directors will be comprised of Dr. Russell Greig, Chair of the Board of Directors, and the following members of the board of directors - Dr. Jesse Goodman, Jonathan Leff, Dr. Alan Moses, Greg Merril, Eddie Williams and Jonathan Solomon, BiomX’s Chief Executive Officer.
About the Acquisition and the Private Placement
The Acquisition is structured as a stock-for-stock transaction whereby all outstanding equity interests of APT will be exchanged in a merger for 9,164,967 shares of BiomX common stock, 40,471 shares of Series X Preferred Stock convertible into 40,471,000 shares of BiomX common stock and warrants (“Merger Warrants”) exercisable for 2,166,497 shares of BiomX common stock. Following the consummation of the Acquisition, a successor-in-interest of APT will become a wholly-owned subsidiary of BiomX. The Merger Warrants will be exercisable at any time after the date of the receipt of stockholder approval at an exercise price of $5.00 per share and will expire on January 28, 2027. The definitive merger agreement is subject to various closing conditions, including, among other conditions, receiving cash of not less than $50 million from the private placement.
Concurrently with the entry into the definitive merger agreement with APT, BiomX entered into a definitive purchase agreement for a private placement investment with existing and new investors to raise $50 million, in which the investors have agreed to purchase (i) an aggregate of 216,417 shares of Series X Preferred Stock and (ii) warrants (“Private Placement Warrants”) to purchase up to an aggregate of 108,208,500 shares of BiomX common stock, at a combined purchase price of $231.10 per share of Series X Preferred Stock and an accompanying Private Placement Warrant to purchase 500 shares of common stock. The Private Placement Warrants w
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