BiomX Inc. 8-K

What Happened
BiomX Inc. announced that its wholly‑owned subsidiary, BiomX Ltd. (Israel), has been placed into insolvency proceedings and will be deconsolidated from the Company’s consolidated financial statements. The board of BiomX Ltd. approved filing for insolvency on December 11, 2025. BiomX Ltd. commenced insolvency proceedings in the Central District Court in Lod, Israel on January 25, 2026 and the court appointed a trustee. On February 4, 2026 the trustee notified BiomX Ltd.’s CEO and CFO that their officer roles were terminated; the company determined this termination constituted a change of control effective February 4, 2026 and that BiomX Ltd. should be deconsolidated. The company treats this deconsolidation as a disposition of a significant amount of assets (Item 2.01).

Key Details

• Dec 11, 2025: BiomX Ltd.’s board resolved to file for insolvency under Israeli law.
• Jan 25, 2026: Insolvency proceedings commenced in the Central District Court in Lod; a trustee was appointed.
• Feb 4, 2026: Trustee notified termination of BiomX Ltd.’s CEO and CFO; Company determined change of control and deconsolidation effective that date.
• Feb 10, 2026 filing includes unaudited pro forma condensed consolidated financial statements (Exhibit 99.1) showing a pro forma balance sheet as of Sept 30, 2025 and pro forma statements of operations for the nine months ended Sept 30, 2025 and year ended Dec 31, 2024; the pro forma figures are for illustrative purposes and are not predictive of future results.

Why It Matters
Deconsolidation removes BiomX Ltd.’s assets, liabilities and operating results from BiomX Inc.’s consolidated financials and therefore can materially change the company’s reported balance sheet, cash position and future reported results. The company has provided pro forma financials to show the estimated impact as of specified dates, but cautions those are unaudited and not necessarily indicative of future performance. Investors should review the filed pro forma statements (Exhibit 99.1) and monitor future SEC filings for details about asset disposition, potential recoveries, and any additional disclosures on the impact to BiomX Inc.’s operations and financial condition.