UPDATE ON UNITS - BiomX Inc. Announces 1-for-10 Reverse Stock Split

Rhea-AI Summary

BiomX Inc. (NYSE American: PHGE) has announced a 1-for-10 reverse stock split of its common stock, effective August 26, 2024. The stock will continue trading under the symbol 'PHGE' with a new CUSIP number. This decision follows stockholder approval on July 9, 2024, and final ratio determination by the Board on August 8, 2024. The split will reduce outstanding shares from approximately 178,958,447 to 17,895,845.

Key points:

• Proportional adjustments will be made to equity awards, warrants, convertible preferred stock, and stock incentive plans
• Outstanding units will also undergo a 1-for-10 reverse split, trading under 'PHGE U'
• No fractional shares will be issued; stockholders entitled to fractional shares will receive an additional fraction to round up
• The split won't alter stockholders' percentage ownership, except for minor fractional share adjustments

Positive

• Reverse stock split may help maintain NYSE American listing requirements
• No change in stockholders' percentage ownership interest, except for minor fractional adjustments
• Automatic rounding up for fractional shares, benefiting stockholders

Negative

• Significant reduction in total outstanding shares, potentially affecting liquidity
• Possible negative market perception of reverse splits as a sign of financial distress

Insights

Financial Analyst

The 1-for-10 reverse stock split by BiomX is a strategic move to maintain NYSE American listing compliance and potentially improve stock liquidity. While it doesn't directly impact the company's market capitalization, it could attract institutional investors who often have minimum share price requirements. However, reverse splits can sometimes be viewed negatively by the market as a sign of financial distress.

The reduction from 178,958,447 to approximately 17,895,845 outstanding shares might increase volatility in the short term. Investors should monitor post-split trading patterns and any changes in institutional ownership. It's important to note that this move doesn't address underlying business fundamentals, which remain the key driver of long-term value.

Legal Expert

The reverse stock split has been properly approved by stockholders and the Board of Directors, demonstrating good corporate governance. The company has taken care to address all securities affected, including equity awards, warrants and convertible preferred stock, which helps mitigate potential legal challenges.

The rounding up of fractional shares is a stockholder-friendly approach that avoids cash payouts for fractional interests. However, investors should be aware that this could slightly dilute existing shareholdings. The clear communication of the CUSIP changes and the transfer agent's role in managing the transition shows transparency and compliance with regulatory requirements.

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

GAITHERSBURG, Md., Aug. 16, 2024 (GLOBE NEWSWIRE) -- 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 BiomX
BiomX 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 Harbor
This 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
+97254-2228901
assafo@biomx.com

FAQ

When will BiomX's (PHGE) 1-for-10 reverse stock split take effect?

BiomX's 1-for-10 reverse stock split will take effect on August 26, 2024, when the market opens.

How will the reverse split affect BiomX's (PHGE) outstanding share count?

The reverse split will reduce BiomX's outstanding shares from approximately 178,958,447 to about 17,895,845, subject to adjustments for fractional shares.

Will BiomX (PHGE) change its stock symbol after the reverse split?

No, BiomX will continue to trade under the existing symbol 'PHGE' on the NYSE American after the reverse split.

How will fractional shares be handled in BiomX's (PHGE) reverse stock split?

Stockholders entitled to fractional shares will automatically receive an additional fraction to round up to the next whole share.