Item 1A. Risk Factors
Item 1A. Risk Factors
In
addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item
1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and in Part II, “Item 1A.
Risk Factors” in our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2024, which could materially affect our
business, financial condition or future results.
There
have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31,
2023, filed with the SEC on April 4, 2024, and in our Quarterly report on Form 10-Q for the quarter ended June 30, 2024, filed with the
SEC on August 14, 2024, except as noted below.
Risks Related to Our Operations in Israel
Our research and development
and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and
military instability in Israel, including the recent war with Hamas, Hezbollah and other terrorist organizations in the Middle East.
Our executive offices and
research and development facilities are located in Israel. In addition, the majority of our key employees and all of our officers are
residents of Israel. Accordingly, political, geopolitical, economic and military conditions in Israel may directly affect our business.
Since the establishment of the State of Israel in 1948, several armed conflicts have taken place between Israel and its neighboring Arab
countries, the Hamas (an Islamist terrorist militia and political group that controls the Gaza strip), the Hezbollah (an Islamist terrorist
militia and political group based in Lebanon) and other terrorist organizations active in the region. These conflicts have involved missile
strikes, drone strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively
affected business conditions in Israel. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and
its trading partners could negatively affect business conditions in Israel in general and our business in particular, and adversely affect
our product development, operations and results of operations.
In October 2023, Hamas terrorists
infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas
also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza
Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians
and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist
organizations commenced in parallel to their continued rocket and terror attacks. In addition, since the commencement of these events,
there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern
border (with the Houthi movement in Yemen, as described below). In April 2024 and September 2024, Israel experienced direct attacks from
Iran, involving hundreds of drones and missiles launched towards various parts of the country, mostly targeting military bases. The Israeli
defense systems, aided by international allies, successfully intercepted most of these attacks, minimizing physical damage and casualties.
Such incidents contribute to regional instability and could potentially escalate into broader conflicts with Iran and its proxies in the
Middle East, affecting Israel’s political and trade relations, especially with neighboring countries and global allies. The situation
remains fluid, and the potential for further escalation exists.
In
connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations,
several hundred thousand Israeli military reservists were drafted to perform immediate military service, including 6 employees, none of
whom are management or key employees, who were called up for reserve service, of which 4 have since returned to work full time and their
pre-war military reserve duty. So long as the war continues,
our personnel may be called up for reserve service, whether for extended periods or periodically for short-term periods. Military service
call ups that result in absences of personnel for extended periods of time may materially and adversely affect our business, prospects,
financial condition and results of operations.
Since the war broke out on
October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business
operations. As such, our product and business development activities remain on track. However, the intensity and duration of Israel’s
current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations
and on Israel’s economy in general. If the war extends for a long period of time or expands to other fronts, such as Lebanon, Syria
and the West Bank, our operations may be adversely affected.
Any armed conflicts, terrorist
activities or political instability in the region could adversely affect business conditions, could harm our results of operations and
the market price of our Common Stock, and could make it more difficult for us to raise capital.
Our commercial insurance does
not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although the Israeli
government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we
cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages
incurred. Any losses or damages incurred by us could have a material adverse effect on our business.
Finally, political conditions
within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the
Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. To
date, these initiatives have been substantially put on hold. Actual or perceived political instability in Israel or any negative changes
in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial
condition, results of operations and growth prospects.
11
Item 6. Exhibits
No.
Description of Exhibit
3.1*
Composite Copy of Amended and Restated Certificate of Incorporation of the Company, as amended to date (clean version).
3.2*
Composite Copy of Amended and Restated Certificate of Incorporation of the Company, as amended to date. (marked version)
3.3
Amended and Restated Bylaws of the Company, as amended on April 11, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on April 11, 2024)
10.1*
Form of Restricted Stock Unit Agreement under the Company’s 2019 Omnibus Long-Term Incentive Plan
31.1*
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a)
31.2*
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a)
32**
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed
herewith.
** Furnished
herewith.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
BIOMX INC.
Date: November 14, 2024
By:
/s/ Jonathan Solomon
Name:
Jonathan Solomon
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2024
By:
/s/ Marina Wolfson
Name:
Marina Wolfson
Title:
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
13
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.