BiomX Inc. announced that it has entered into a Securities Purchase Agreement with the certain investors to issue 216,417 shares of Series X Non-Voting Convertible Preferred Stock at an issue price of $231.10 for the gross proceeds of $50,013,968.7 and warrants exercisable for an aggregate of 108,208,500 shares of Common Stock on March 6, 2024. The transaction contemplated by the Purchase Agreement (the ?Private Placement?) are expected to be consummated substantially concurrently with the Acquisition Closing and are subject to certain customary closing conditions, including but not limited to the occurrence of the Acquisition Closing. The Private Placement Warrants may be exercised at any time following stockholder approval of the Private Placement Proposal (as defined below), will have an exercise price of $0.2311 and expire on the 24-month anniversary of the date on which they are first exercisable.

The exercise price of the Private Placement Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Private Placement Securities were offered and sold in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D promulgated thereunder. The Company is obligated under the Purchase Agreement to hold a special meeting of stockholders within 150 days of the consummation of the Private Placement to approve the conversion of all issued and outstanding Series X Preferred Stock and the exercise of all Private Placement Warrants in accordance with the listing rules of NYSE American.

The Series X Convertible shares are converted into common shares with the approval of shareholders.