Post-effective Amendment to an S-8 Filing (s-8 Pos)
10 Januar 2020 - 10:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 10, 2020
Registration No. 333-235777
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-235777
UNDER
THE SECURITIES ACT OF 1933
BIOMX INC.
(Exact Name of Registrant as Specified in
its Charter)
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Delaware
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2836
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82-3364020
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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7 Pinhas Sapir St., Floor 2
Ness Ziona, Israel 7414002
(972) 72-394-2377
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
BIOMX LTD. 2015 EMPLOYEE STOCK OPTION PLAN
CHARDAN HEALTHCARE ACQUISITION CORP. 2019
OMNIBUS LONG-TERM INCENTIVE PLAN
(Full title of the plans)
Jonathan Solomon
Chief Executive Officer
7 Pinhas Sapir St., Floor 2
Ness Ziona, Israel 7414002
(972) 72-394-2377
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Phyllis G. Korff
Anna T. Pinedo
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY 10020-1001
Telephone: (212) 506-2500
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 (File No. 333-235777) (the “Registration Statement”) is filed in order to remove from Item 3. Incorporation
of Documents by Reference the Registrant’s Annual Report on Form 10-K (File No. 001-38762) filed on August 21, 2019, included
erroneously, and to add the Registrant’s Current Report on Form 8-K (File No. 001-38762) filed on December 31, 2019.
Part II, Item 3 of the Registration Statement is hereby amended
and restated in its entirety. All other portions of the Registration Statement, as previously filed, remain unchanged. No additional
securities are to be registered, and registration fees were paid upon filing of the original Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities
and Exchange Commission (the “Commission”) by BiomX Inc. (the “Registrant,” “we” or “our”)
pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby
incorporated by reference in this Registration Statement:
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(a)
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The Registrant’s prospectus filed with the Commission on December 13, 2019 pursuant to Rule 424(b) of the Securities Act, included in the registration statement on Form S-1 (File No. 333-235507), as amended;
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(b)
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The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-38762) filed with the Commission on December 13, 2018, and in the Registrant’s registration statement on Form S-1 (File No. 333-235507) filed with the Commission on December 13, 2019, both pursuant to Section 12(b) of the Securities Act, including any amendment or report filed for the purpose of updating such description;
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(c)
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The Registrant’s Quarterly Report on Form 10-Q (File No. 001-38762) filed on October 16, 2019;
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(d)
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The Registrant’s Current Reports on Form 8-K (File No. 001-38762) filed on July 17, 2019, September 9, 2019, October 11, 2019, October 15, 2019, October 16, 2019, October 21, 2019, October 23, 2019, November 1, 2019 (as amended on November 4 and 13, 2019) and December 31, 2019.
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All documents that the Registrant subsequently
files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed
to have been furnished and not filed shall not be incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
Ness Ziona, Israel, on this 10th day of January, 2020.
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BIOMX INC.
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By
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/s/ Jonathan Solomon
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Jonathan Solomon
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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*
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Chairman of the Board of Directors
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January 10, 2020
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Dr. Russell Greig
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/s/ Jonathan Solomon
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Chief Executive Officer (Principal Executive Officer) and Director
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January 10, 2020
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Jonathan Solomon
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*
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Interim Chief Financial Officer (Principal Financial Officer)
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January 10, 2020
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Uri Ben-Or
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Director
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January 10, 2020
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Dr. Gbola Amusa
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Director
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January 10, 2020
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Yaron Breski
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Director
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January 10, 2020
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Erez Chimovits
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Director
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January 10, 2020
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Jonas Grossman
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Director
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January 10, 2020
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Lynne Sullivan
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Director
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January 10, 2020
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Dr. Robbie Woodman
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*By: /s/ Jonathan Solomon
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Attorney-in-Fact
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Jonathan Solomon
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities
Act, the undersigned duly authorized representative in the United States of BiomX Inc. has signed this Registration Statement in
the City of Killingworth, in the State of Connecticut, on this 10th day of January, 2020.
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BIOMX INC.
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By
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/s/ Dr. Sailaja Puttagunta
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Dr. Sailaja Puttagunta
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Chief Medical Officer
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