BiomX to acquire Adaptive Phage Therapeutics; raises $50M in PIPE

BiomX Inc.

BiomX to issue 9.16M common shares, 40,471 Series X Preferred (convertible into 1,000 common each), and 2.17M warrants at $5.00 to APT stockholders.
Concurrent $50M private placement via 216,417 Series X Preferred shares and 108.2M warrants at $231.10 per unit; RBC and Laidlaw acted as placement agents.
Merger expects to close on first business day after conditions met, no earlier than March 12, 2024; lock-up agreements with directors, officers, and major stockholders.
Support agreements secured covering majority of voting stockholders to vote in favor of conversion and other proposals at special meeting.
Registration rights agreement requires filing resale registration statement within 45 days of PIPE closing.

item 1.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BiomX Inc. entered into Agreement and Plan of Merger with Adaptive Phage Therapeutics, Inc. (effective 2024-03-06).

Action: entry
Agreement: merger
Counterparty: Adaptive Phage Therapeutics, Inc.
Effective: 2024-03-06

Exact text from the filing

On March 6, 2024, BiomX Inc., Inc., a Delaware corporation (the “Company” or “BiomX”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Adaptive Phage Therapeutics, Inc., a Delaware corporation (“APT”).

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BiomX Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-020282

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