SecProbe.io

United States securities and exchange commission logo
November 21, 2023
Jonathan Solomon
Chief Executive Officer
BiomX Inc.
22 Einstein St., Floor 4
Ness Ziona, Israel 7414003
Re:BiomX Inc.
Schedule TO-I Filed November 9, 2023
File No. 005-90744
Dear Jonathan Solomon:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used here have the same meaning as in your tender offer materials.
Schedule TO-I Filed November 9, 2023
General
1.We note that in the chart setting forth applicable exchange ratios for outstanding eligible
options, the ratios of option shares outstanding to new stock options do not seem to match
the stated exchange ratios. Please provide an explanation of these discrepancies or update
the disclosure accordingly.
2.In your response letter, explain why you do not believe pro forma financial information is
material in the context of this exchange offer, or revise to provide such information in the
amended disclosure document. See Item 1010(b) of Regulation M-A and Item 10 of
Schedule TO.
Procedures for electing to exchange options, page 16
3.On page 16, you state: “Due to certain requirements under U.S. securities laws, an
exception to this rule is that if we have not accepted your properly tendered options by
11:59 p.m., Israel Time, on December 11, 2023 (which is the 20th U.S. business day

 FirstName LastNameJonathan Solomon
 Comapany NameBiomX Inc.
 November 21, 2023 Page 2
 FirstName LastNameJonathan Solomon
BiomX Inc.
November 21, 2023
Page 2
following the commencement of the Offer), you may withdraw your options at any time
thereafter but prior to our acceptance.”  While you may provide more generous
withdrawal rights in this Offer, Rule 13e-4(f)(2) mandates that tendered shares not yet
accepted for payment by the 40th business day after commencement of an issuer tender
offer may be withdrawn by the tendering holder. Please revise or advise.
Conditions of the Offer, page 19
4.We note the following disclosure on page 20:  "The conditions to this Offer are for our
benefit. We may assert them in our discretion regardless of the circumstances giving rise
to them before the expiration date (emphasis added)."  Please revise the highlighted
language to avoid the implication that actions or inaction by the Company can "trigger" an
Offer conditions. All conditions must be objective and outside the control of the Company
to avoid creating an illusory offer.   See Question 101.02 of the Division of Corporation
Finance's "Tender Offer Rules and Schedules" Compliance and Disclosure Interpretations.
5.You have included a condition that will be triggered by “any general suspension of trading
in, or limitation on prices for, our securities on any national securities exchange or in an
over the-counter market in the United States.” Please revise to explain what would be
considered a limitation on prices for securities on any national securities exchange or in
the over-the-counter market, or delete this language.
6.Please see the last paragraph under this section.  If a Condition is “triggered” while the
Offer is pending, in our view, the Company must promptly inform option holders whether
it will assert the condition and terminate the Offer, or waive it and continue. Reserving the
right to waive a condition “at any time and from time to time” is inconsistent with your
obligation in this regard. Please revise your disclosure, consistent with the views
expressed here.
Israeli Tax Section, page 27
7.Disclose when you expect to obtain the requested tax ruling and state how you will inform
option holders.
Miscellaneous, page 29
8.While the Company need not disseminate offer materials in jurisdictions where it may not
legally do so, it must accept tenders from all eligible option holders who tender into the
offer. See Rule 13e-4(f)(8)(i). Please revise the language here accordingly.
Financial Statements, page 29
9.We note that the Company filed the most recent 10-Q on November 14, 2023, after it filed
this TO-I.  Please disclose the book value per share of common stock as of the date of the
most recent balance sheet presented. See Item 1010(a)(4) of Regulation M-A and Item 10
of Schedule TO.

 FirstName LastNameJonathan Solomon
 Comapany NameBiomX Inc.
 November 21, 2023 Page 3
 FirstName LastName
Jonathan Solomon
BiomX Inc.
November 21, 2023
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at 202-551-3263, Laura McKenzie at 202-
551-4568, or Eddie Kim at 202-679-6943.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions