お知らせ • Jun 01
BiomX Receives Notice of Non-Compliance with NYSE American Continued Listing Standards
On May 23, 2024, BiomX Inc. (the ‘Company’ or ‘BiomX’) received a notification (the ‘Notice’) from the NYSE American LLC (‘NYSE American’) that the Company is no longer in compliance with NYSE American’s continued listing standards. Specifically, the letter states that the Company is not in compliance with the continued listing standards set in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the ‘Company Guide’). Section 1003(a)(i) requires a listed company to have stockholders’ equity of $2 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. Section 1003(a)(iii) requires a listed company to have stockholders’ equity of $6 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Company reported a total stockholders’ capital deficiency of $9,544,000 as of March 31, 2024, and losses from continuing operations and/or net losses in its five most recent fiscal years ended December 31, 2023. The Notice further provides that the Company must submit a plan of compliance (the ‘Plan’) by June 22, 2024, addressing how it intends to regain compliance with the continued listing standards by November 23, 2025. The Plan is required to include specific milestones, quarterly financial projections and details related to any strategic initiatives the Company plans to complete. The Company has begun to prepare its Plan for submission to the NYSE American by the June 22, 2024 deadline. If the NYSE American accepts the Company’s Plan, the Company will be able to continue its listing during the Plan period and will be subject to continued periodic review by the NYSE American staff. If the Plan is not submitted, or not accepted, or is accepted but the Company is not in compliance with the continued listing standards by November 23, 2025, or if the Company does not make progress consistent with the Plan during the Plan period, the Company will be subject to delisting procedures as set in the NYSE American Company Guide. As previously reported, on March 15, 2024, the Company consummated an acquisition of Adaptive Phage Therapeutics Inc. and a private investment in public equity resulting in aggregate gross proceeds of approximately $50 million. Due to certain accounting standards, these proceeds were not registered as equity of the Company and therefore were not taken into consideration for the purposes of the Company’s compliance with the listing standards of the Company Guide. At a stockholders meeting that is expected to take place in July 2024, the Company’s stockholders will be asked to approve the conversion of the Company’s Series X Non-Voting Convertible Preferred Stock into Common Stock. If approved, at least $32.4 million will be reclassified to stockholders equity, and the Company expects that would resolve the issue of the stockholders equity deficiency. The Company is committed to achieving compliance with the NYSE American’s requirements. However, there can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe. The Notice has no immediate impact on the listing of the Company’s shares of common stock, par value $0.0001 per share (the ‘Common Stock’), which will continue to be listed and traded on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol ‘PHGE’, but will have an added designation of ‘.BC’ to indicate the status of the Common Stock as ‘below compliance’. The notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission. If the Common Stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s Common Stock; (ii) reducing the number of investors willing to hold or acquire the Common Stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.