As
filed with the Securities and Exchange Commission on November 30, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
BIOMX
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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82-3364020
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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22
Einstein St., Floor 5
Ness Ziona, Israel 7414003
Telephone: (+972) 72-394-2377
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jonathan
Solomon
Chief
Executive Officer
22 Einstein St., Floor 5
Ness Ziona, Israel 7414003
Telephone: (+972) 72-394-2377
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Howard E.
Berkenblit, Esq.
Sullivan
& Worcester LLP
One
Post Office Square
Boston
MA 02109
Tel:
(617) 338-2800
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Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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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 Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered(1)
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Amount
to be
Registered(1)
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Proposed Maximum Offering Price Per Share(2)
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Proposed Maximum Aggregate Offering Price(2)
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Amount of Registration Fee
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Common Stock, $0.0001 par value per share
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375,000
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$
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1.85
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$
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693,750
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$
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64.31
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(1)
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Represents
shares of common stock, par value $0.0001 per share, or the Common Stock, which may be sold
by the selling stockholder named in this registration statement. Pursuant to Rule 416 under
the Securities Act of 1933, as amended, or the Securities Act, this registration statement
also covers an indeterminate number of additional shares of Common Stock as may be issuable
with respect to the shares being registered hereunder as a result of a stock split, stock
dividend, recapitalization or other similar event.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule
457(c) under the Securities Act, based upon the average of the high and low prices of the
Common Stock on November 23, 2021, as reported on the NYSE American Stock Market.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and
it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED NOVEMBER 30, 2021
PROSPECTUS
BIOMX
INC.
375,000
Shares of Common Stock
This
prospectus relates to the resale by the selling stockholder named in this prospectus or its permitted transferees (the “Selling
Stockholder”) of up to 375,000 shares of our common stock, par value $0.0001 per share (“Common Stock”).
The
shares of Common Stock that may be sold by the Selling Stockholder are referred to in this prospectus as the “Offered Securities.”
We will not receive any of the proceeds from the sale by the Selling Stockholder of the Offered Securities. We will bear all costs, expenses
and fees in connection with the registration of the Offered Securities, including with regard to compliance with state securities or
“blue sky” laws. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sale of the
Offered Securities, except as otherwise expressly set forth under “Plan of Distribution” beginning on page 8 of this
prospectus.
This
prospectus describes the general manner in which the Offered Securities may be offered and sold. If necessary, the specific manner in
which the Offered Securities may be offered and sold will be described in one or more supplements to this prospectus. Any prospectus
supplement may add, update or change information contained in this prospectus. You should carefully read this prospectus, and any applicable
prospectus supplement, as well as the documents incorporated by reference herein or therein before you invest in any of our securities.
The
Selling Stockholder may offer, sell or distribute Offered Securities publicly or through private transactions. If the Selling Stockholder
uses underwriters, dealers or agents to sell Offered Securities, we will name them and describe their compensation in a prospectus supplement.
The price to the public of those securities and the net proceeds the Selling Stockholder expects to receive from that sale will also
be set forth in a prospectus supplement.
Our
Common Stock is currently quoted on the NYSE American Stock Market (“NYSE American”) under the symbol “PHGE.”
Our Common Stock is also traded on the Tel Aviv Stock Exchange (“TASE”), under the symbol “PHGE.” On November
29, 2021, the last reported sale price of our Common Stock on NYSE American was $2.01 per share.
We
are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reporting
requirements. Investing in our securities involves a high degree of risk.
See
“Risk Factors” on page 3 for a discussion of information that should be considered in connection with the ownership
of our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of the prospectus is
, 2021.
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus or a supplement to this prospectus, including the information incorporated
herein by reference. Neither we nor the selling security holders have authorized anyone to provide you with different information. This
prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer
or sale is not permitted. You should not assume that the information contained in this prospectus or any supplement to this prospectus,
whether or not incorporated herein by reference, is accurate as of any date other than the date indicated in those documents.
For
investors outside of the United States: Neither we nor any of the selling stockholders have done anything that would permit this offering
or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United
States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of
this prospectus.
As
used in this prospectus, the terms “we,” “us,” and “our” mean BiomX Inc. and our wholly-owned subsidiaries,
unless otherwise indicated.
PROSPECTUS
SUMMARY
This
summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain
all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, as
well as any information incorporated herein by reference, including the information under “Risk Factors” and our financial
statements and the related notes, before investing.
This
prospectus describes the general manner in which the selling stockholder identified in this prospectus, or any of its transferees, may
offer from time to time up to 375,000 shares of Common Stock. If necessary, the specific manner in which the shares of Common Stock may
be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the
information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and
any applicable prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement
in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated
by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes
the earlier statement.
Our
Company
BiomX
Inc. is a clinical company developing products using both natural and engineered phage technologies designed to target and destroy harmful
bacteria in chronic diseases, such as cystic fibrosis, atopic dermatitis, inflammatory bowel disease, primary sclerosing cholangitis
and colorectal cancer. Bacteriophage or phage are viruses that target bacteria and are considered inert to mammalian cells. By developing
proprietary combinations of naturally occurring phage and by creating novel phage using synthetic biology, we develop phage-based therapies
intended to address large-market and orphan diseases. We believe that our phage therapeutic product candidates have the ability to treat
conditions and diseases by precisely targeting pathogenic bacteria without disrupting other bacteria or the healthy microbiota.
Corporate
Information
The
mailing address of our principal executive office is 22 Einstein St., Floor 5, Ness Ziona, Israel 7414003 and our telephone number is
(+972) 72-394-2377. Our website address is www.biomx.com. The information found on the website is not part of, and is not incorporated
into, this prospectus.
ABOUT
THIS OFFERING
The
Selling Stockholder identified in this prospectus is offering on a resale basis a total of up to 375,000 shares of Common Stock.
Common
Stock offered by the Selling Stockholder
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Up to 375,000 shares.
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Risk
factors
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Before investing in our securities, you should carefully
read and consider the information set forth in “Risk Factors” on page 3.
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Use
of proceeds
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We will not receive any proceeds from the offering
of the Offered Securities by the Selling Stockholder. See “Use of Proceeds” on page 6.
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Trading
market and symbol
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The Company’s Common Stock trades on the NYSE
American under the symbol “PHGE” and on the TASE, under the symbol “PHGE.”
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RISK
FACTORS
An
investment in our securities carries a significant degree of risk. You should carefully consider before you decide to purchase our securities
the risks, uncertainties and assumptions discussed under the heading “Risk Factors” in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021,
which are incorporated herein by reference, as updated or superseded by the risks and uncertainties described under similar headings
in other documents that are filed after the date thereof and incorporated by reference into this prospectus. Any one of these risks and
uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results
which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease
in the value of our Common Shares. Refer to “Cautionary Statement Regarding Forward-Looking Statements.”
We
may not be successful in preventing the material adverse effects that any of these risks and uncertainties may cause. These potential
risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties
that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse
effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The
statements contained in this prospectus and the documents we incorporate by reference herein or therein that are not historical facts
are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal
securities laws. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology
such as “believes,” “intends,” “plans,” “expects,” “may,” “will,”
“should,” “estimates,” or “anticipates” or the negative thereof or other variations thereon or comparable
terminology, and similar expressions are intended to identify forward-looking statements.
We
remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors
and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry
results, to be materially different from any future results, performance, levels of activity, achievements or industry results, expressed
or implied by such forward-looking statements. Such forward-looking statements include, among other statements, statements regarding
the following:
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the ability to generate
revenues, and raise sufficient financing to meet working capital requirements;
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the unpredictable timing
and cost associated with our approach to developing product candidates using phage technology;
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the continued impact of
COVID-19 on general economic conditions, our operations, the continuity of our business, including our preclinical and clinical trials
and our ability to raise additional capital;
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obtaining U.S. Food and
Drug Administration, or FDA, acceptance of any non-U.S. clinical trials of product candidates;
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the ability to pursue and
effectively develop new product opportunities and acquisitions and to obtain value from such product opportunities and acquisitions;
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penalties and market withdrawal
associated with any unanticipated problems with product candidates and failure to comply with labeling and other restrictions;
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expenses associated with
compliance with ongoing regulatory obligations and successful continuing regulatory review in various global markets;
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market acceptance of our
product candidates and ability to identify or discover additional product candidates;
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our ability to obtain high
titers for specific phage cocktails necessary for preclinical and clinical testing;
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the availability of specialty
raw materials;
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the ability of our product
candidates to demonstrate requisite safety and tolerability for cosmetics, safety and efficacy for drug products, or safety, purity
and potency for biologics without causing adverse effects;
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the success of expected
future advanced clinical trials of our product candidates;
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our ability to obtain required
regulatory approvals, especially with governments undergoing changes in administration and priorities;
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our ability to enroll patients
in clinical trials and achieve anticipated development milestones when expected;
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delays in developing manufacturing
processes for our product candidates;
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competition from similar
technologies, products that are more effective, safer or more affordable than our product candidates or products that obtain marketing
approval before our product candidates;
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the impact of unfavorable
pricing regulations, third-party reimbursement practices or health care reform initiatives on our ability to sell product candidates
or therapies profitably;
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protection of our intellectual
property rights and compliance with the terms and conditions of current and future licenses with third parties;
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infringement on the intellectual
property rights of third parties and claims for remuneration or royalties for assigned service invention rights;
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our ability to acquire,
in-license or use proprietary rights held by third parties necessary to our product candidates or future development candidates;
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ethical, legal and social
concerns about synthetic biology and genetic engineering that may adversely affect market acceptance of our product candidates;
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reliance on third-party
collaborators;
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our ability to manage the
growth of the business;
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our ability to attract
and retain key employees or to enforce the terms of noncompetition agreements with employees;
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the failure to comply with
applicable laws and regulations other than drug manufacturing compliance;
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potential security breaches,
including cybersecurity incidents;
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receipt of the second and / or third tranches under
our term loan facility with Hercules Capital, Inc.;
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political, economic and
military instability in the State of Israel; and
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other factors described
in the documents incorporated by reference in this prospectus.
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The
factors discussed herein, including those risks described under the heading “Risk Factors” herein and in the documents we
incorporate by reference could cause actual results and developments to be materially different from those expressed in or implied by
such statements. In addition, historic results of scientific research, clinical and preclinical trials do not guarantee that the
conclusions of future research or trials would not suggest different conclusions. Also, historic results referred to this prospectus
and the documents we incorporate by reference may be interpreted differently in light of additional research, clinical and preclinical
trials results. Except as required by law we undertake no obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.
USE
OF PROCEEDS
All
of the shares of Common Stock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder
for its account. We will not receive any of the proceeds from these sales.
SELLING
STOCKHOLDER
Up
to 375,000 shares of Common Stock may be offered for resale, from time to time, by the Selling Stockholder identified in the table below,
under this prospectus.
To
our knowledge, within the past three years, the Selling Stockholder has not held a position as an officer or a director of ours, nor
had any material relationship of any kind with us or any of our affiliates. Without derogating from the above, we recently announced
that we entered into an agreement granting Maruho Co. Ltd., the parent corporation of the Selling Stockholder, a right of first offer
to license our atopic dermatitis product candidate, BX005, in Japan.
A
Selling Stockholder who is an affiliate of broker-dealers and any participating broker-dealers is deemed to be an “underwriter”
within the meaning of the Securities Act, and any commissions or discounts given to any such Selling Stockholder or broker-dealer may
be regarded as underwriting commissions or discounts under the Securities Act. To our knowledge, the Selling Stockholder is not an affiliate
of a broker-dealer and there are no participating broker-dealers.
The
term “Selling Stockholder” also includes any transferees, pledgees, donees, or other successors in interest to the Selling
Stockholder named in the table below.
The
following table sets forth the number of shares of Common Stock (i) known to us to be beneficially owned by the Selling Stockholder as
of November 9, 2021, (ii) being offered hereby by the Selling Stockholder and (iii) beneficially owned by the Selling Stockholder after
giving effect to the sale by the Selling Stockholder of all of its Offered Securities. The following table also sets forth the percentage
of Common Stock beneficially owned by the Selling Stockholder before giving effect to the sale by the Selling Stockholder of all Offered
Securities, based on 28,581,229 shares of Common Stock outstanding as of November 10, 2021. For purposes of the table below, we have
assumed, upon termination of this offering, none of the Offered Securities will be beneficially owned by the Selling Stockholder, and
we have further assumed that the Selling Stockholder will not acquire beneficial ownership of any additional securities during the offering.
The
Selling Stockholder is not making any representation that any shares of Common Stock covered by this prospectus will be offered for sale.
Because the Selling Stockholder may dispose of all, none or some portion of its securities, no estimate can be given as to the number
of securities that will be beneficially owned by the Selling Stockholder upon termination of this offering. In addition, the Selling
Stockholder may have sold, transferred or otherwise disposed of its securities in transactions exempt from the registration requirements
of the Securities Act after the date on which the information in the table is presented.
We
may amend or supplement this prospectus from time to time in the future to update or change this Selling Stockholder list and the securities
that may be resold.
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Number of
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Percentage of
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Shares of Common
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Shares of
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Outstanding
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Number of
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Stock Beneficially
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Common Stock
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Shares
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Shares of
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Owned After
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Beneficially
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Beneficially
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Common Stock
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Completion of the
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Owned Before
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Owned Before
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Offered
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Offering
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Name
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this Offering
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this Offering
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Hereby
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Number
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Percentage
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Maruho Deutschland GmbH (1)
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375,000
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1.3
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%
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375,000
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0
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0
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%
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(1)
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Maruho
Deutschland GmbH is a German corporation managed through a majority vote by Junichi Hamada, Takaharu Kato and Yoshihumi Hattori.
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PLAN
OF DISTRIBUTION
We
are registering the resale of Offered Securities, offered by this prospectus on behalf of the Selling Stockholder. The Selling Stockholder,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling Common Stock received after the date
of this prospectus from the Selling Stockholder as a gift, pledge, limited liability company or partnership distribution or other transfer,
may, from time to time, sell, transfer or otherwise dispose of any or all of its securities on any stock exchange, market or trading
facility on which such securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at
negotiated prices.
The
Selling Stockholder may use any one or more of the following methods when disposing of its securities or interests therein:
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in market transactions, including transactions on a
national securities exchange or quotations service or over-the-counter market;
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in privately negotiated transactions;
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through the writing or settlement of options or other
hedging transactions, whether through an options exchange or otherwise;
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in a block trade in which a broker-dealer will attempt
to sell a block of securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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through the settlement of short sales (including short
sales “against the box”), in each case subject to compliance with the Securities Act and other applicable securities
laws;
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through one or more underwriters in a public offering
on a firm commitment or best-efforts basis;
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an exchange distribution in accordance with the rules
of the applicable exchange, if any;
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ordinary brokerage transactions and transactions in
which the broker-dealer solicits purchasers;
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purchases by a broker-dealer as principal and resale
by the broker-dealer for its account;
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broker-dealers may agree with the Selling Stockholder
to sell a specified number of such securities at a stipulated price per security;
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directly to one or more purchasers;
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in other ways not involving market makers or established
trading markets;
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by pledge to secure debts and other obligations;
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in any combination of the above or by any other legally
available means.
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The
Selling Stockholder may, from time to time, pledge or grant a security interest in some or all of the securities owned by them and,
if they default in the performance of its secured obligations, the pledgees or secured parties may offer and sell their securities,
from time to time, under this prospectus, or under an amendment or supplement to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the descriptions of the Selling Stockholder to include the pledgee, transferee
or other successors in interest as a Selling Stockholder under this prospectus. The Selling Stockholder also may transfer its
securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
In
connection with the sale of our securities or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of our securities in the course of hedging the positions they
assume. The Selling Stockholder may also sell its securities short and deliver these securities to close out its short positions, or
loan or pledge such securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into
option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealers or other financial institutions of securities offered by this prospectus, which securities
such broker-dealers or other financial institutions may resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).The aggregate proceeds to the Selling Stockholder from the sale of the securities offered by it will be the purchase price
of the security less discounts or commissions, if any. The Selling Stockholder reserves the right to accept and, together with its agents
from time to time, to reject, in whole or in part, any proposed purchase of their securities to be made directly or through agents. We
will not receive any of the proceeds from the resale of securities being offered by the Selling Stockholder named herein.
The
Selling Stockholder also may resell all or a portion of its securities in open market transactions in reliance upon Rule 144 under the
Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The
Selling Stockholder and any broker-dealers that act in connection with the sale of securities might be deemed to be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the
resale of the securities sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the
Securities Act.
To
the extent required, the securities to be sold, the names of the Selling Stockholder, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.
LEGAL
MATTERS
Sullivan
& Worcester LLP, Boston, Massachusetts, passed upon the validity of the securities offered hereby.
EXPERTS
The
financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December
31, 2020 have been audited by Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public
accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated
in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
are “incorporating by reference” certain documents we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this
prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will
automatically update and supersede information contained in this prospectus, including information in previously filed documents or reports
that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the
old information.
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Our Annual
Report on Form 10-K for the
year ended December 31, 2020 filed with the SEC on March 31, 2021;
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●
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Our Quarterly Reports on Form
10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, as filed with the SEC on May 24, 2021, August
16, 2021 and November
15, 2021, respectively;
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●
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Our Current Reports on Form
8-K filed with the SEC on February
2, 2021, March 2, 2021,
April 29, 2021, June 21, 2021, July 26, 2021
(Items 1.01 and 9.01 only) and October
18, 2021;
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●
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The information identified
as incorporated by reference under Items 10, 11, 12, 13 and 14 of Part III of our Annual Report on Form 10-K for the
year ended December 31, 2020,
from our definitive Proxy Statement and definitive proxy statement for our 2021 annual meeting of stockholders filed with the SEC
on April 30, 2021; and
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●
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The descriptions of our common
stock, warrants and units contained in the Registration Statement on Form
8-A filed on December 13, 2018, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including
any amendment or report filed or to be filed for the purpose of updating such descriptions.
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All
documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the filing of
the registration statement of which this prospectus forms a part and prior to its effectiveness and (2) until all of the securities
to which this prospectus relates has been sold or the offering is otherwise terminated, except in each case for information contained
in any such filing where we indicate that such information is being furnished and is not to be considered “filed” under the
Exchange Act, will be deemed to be incorporated by reference in this prospectus and any accompanying prospectus supplement and to be
a part hereof from the date of filing of such documents.
We
will provide a copy of the documents we incorporate by reference, at no cost, to any person who receives this prospectus. To request
a copy of any or all of these documents, you should write or telephone us at 22 Einstein St., Floor 5, Ness Ziona, 7414003, Israel, Attention:
Ms. Marina Wolfson, or +972 723942377, respectively.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also
available on our website at www.biomx.com. Our website is not a part of this prospectus and is not incorporated by reference in
this prospectus. These reference to websites are inactive textual references only, and are not hyperlinks.
This
prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration
statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement
for further information on us and our consolidated subsidiary and the securities we are offering. Statements in this prospectus concerning
any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive
and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You can obtain
a copy of the registration statement from the SEC’s website.
375,000
Shares
Common
Stock
PROSPECTUS
Dated
, 2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
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Other Expenses of Issuance and Distribution.
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The following table sets forth the various expenses
to be incurred in connection with the registration of the securities being registered hereby, all of which will be (or have been) borne
by us. All amounts shown are estimates except the SEC registration fee.
SEC registration fee
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$
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64.31
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Legal fees and expenses
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$
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25,000
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Accounting fees and expenses
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$
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33,000
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Miscellaneous
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$
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1935.69
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Total expenses
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$
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60,000
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Item 15.
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Indemnification of Directors and Officers.
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Our certificate of incorporation provides that
all our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted by Section
145 of the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation
Law concerning indemnification of officers, directors, employees and agents is set forth below.
“Section 145. Indemnification of officers,
directors, employees and agents; insurance.
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(a)
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A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
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(b)
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A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually
and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
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(c)
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To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
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(d)
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Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
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(e)
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Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
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(f)
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The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
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(g)
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A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
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(h)
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For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
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(i)
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For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
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(j)
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The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
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(k)
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The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”
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Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of
expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
In accordance with Section 102(b)(7) of the DGCL,
our certificate of incorporation provides that no director shall be personally liable to it or any of its stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not
permitted under the DGCL unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal
benefit from their actions as directors. The effect of this provision of our certificate of incorporation is to eliminate our rights and
those of our stockholders (through stockholders’ derivative suits on its behalf) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except,
as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder
to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If the DGCL is amended to authorize corporate action
further eliminating or limiting the liability of directors, then, in accordance with our certificate of incorporation, the liability of
our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any
repeal or amendment of provisions of the registrant’s certificate of incorporation limiting or eliminating the liability of directors,
whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise
required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the
liability of directors on a retroactive basis.
Our certificate of incorporation also provides
that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors,
as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or
agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any
threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability
and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in
settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing,
a person eligible for indemnification pursuant to our certificate of incorporation will be indemnified by us in connection with a proceeding
initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to
indemnification.
The right to indemnification conferred by our certificate
of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating
in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of
expenses incurred by our officer or director (solely in the capacity as our officer or director) will be made only upon delivery to us
of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such
person is not entitled to be indemnified for such expenses under our certificate of incorporation or otherwise.
The rights to indemnification and advancement of
expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation may have or hereafter
acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
Any repeal or amendment of provisions of our certificate
of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions
inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in
law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect
any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any
act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our certificate of incorporation
will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other
that those specifically covered by our certificate of incorporation.
Our bylaws include the provisions relating to advancement
of expenses and indemnification rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws provide
for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us
within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect ourselves
and/or any of our director, officer, employee or agent or another entity, trust or other enterprise against any expense, liability or
loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions of our bylaws
affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of
any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment
or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely
affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or
adoption of such inconsistent provision.
In addition, we are party to indemnification agreements
with each of our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted
by the DGCL against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified. We maintain standard policies of insurance that provide coverage (1) to our directors
and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification
payments that we may make to such directors and officers.
The following exhibits are filed as part of this
registration statement:
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(a)
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include
any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) to include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
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(b)
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That, for the purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof
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(c)
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Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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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-3 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 30th day of November, 2021.
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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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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints each of Jonathan Solomon and Marina Wolfson, and each of them acting singly,
as his or her true and lawful attorney-in-fact and agent, each with full power of substitution, for the undersigned in any and all capacities,
to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement
and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to
file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Dr. Russell Greig
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Chairman of the Board of Directors
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November 30, 2021
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Dr. Russell Greig
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/s/ Jonathan Solomon
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Chief Executive Officer
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November 30, 2021
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Jonathan Solomon
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(Principal Executive Officer) and Director
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/s/ Marina Wolfson
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Senior Vice President for Finance and Operations
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November 30, 2021
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Marina Wolfson
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(Principal Financial Officer and
Principal Accounting Officer)
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Director
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Dr. Gbola Amusa
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/s/ Jonas Grossman
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Director
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November 30, 2021
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Jonas Grossman
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/s/ Dr. Alan Moses
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Director
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November 30, 2021
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Dr. Alan Moses
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/s/ Paul Sekhri
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Director
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November 30, 2021
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Paul Sekhri
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Director
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Lynne Sullivan
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