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HAYNES AND BOONE, LLP

30 Rockefeller Plaza, 26th Floor

New York, NY 10112

June 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Tyler Howes

    Laura Crotty

    Re:
    BiomX Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed May 28, 2024

    File No. 001-38762

Ladies and Gentlemen:

This letter is submitted on
behalf of BiomX Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) contained in the letter dated June 11, 2024 regarding the Company’s Preliminary
Proxy Statement on Schedule 14A submitted to the Commission on May 28, 2024 (the “Preliminary Proxy Statement”). For ease
of reference, the comments in the Staff’s letter are reproduced below in bolded form. Terms that are not otherwise defined have
the meanings ascribed to them in the Preliminary Proxy Statement. Page numbers referenced in the Company’s responses refer to page
numbers in Amendment No. 1 to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Amendment”).

Preliminary Proxy Statement on Schedule 14A
filed May 28, 2024

Proposal No. 1: Conversion
Proposal, page 10

    1.

    We note that you have addressed the consequences
    of not approving the conversion proposal on page 12. Please revise your disclosure to also address the consequences to stockholders if
    the conversion proposal is approved, including the resulting ownership of the company. In this regard, please identify the private placement
    investors who will collectively hold 67.5% of the company’s shares post-conversion.

    Response:

    In response to the Staff’s comment, the
    Company respectfully advises the Staff that it has revised the disclosure on page 13 of the Amendment to add a subheading entitled “Consequences
    of Approving the Proposal,” in which the Company notes the immediate dilution that would result to all BiomX stockholders except
    the private placement investors if the Conversion Proposal and Proposal No. 3 are approved and details the private placement investors’
    beneficial ownership of BiomX’s common stock (i) immediately prior to the Acquisition and the Private Placement and (ii) following
    full conversion of the Series X Preferred Stock and full exercise of the warrants held by the private placement investors. The Company
    has also added a list of all private placement investors as Annex L to the Amendment and has added a cross-reference to Annex
    L in the aforementioned disclosure. The Company respectfully advises the Staff that the private placement investors’ collective
    67.5% ownership of the Company’s shares post-conversion was a preliminary calculation used solely as an assumption by the financial
    advisor for purposes of preparing its fairness opinion.

The Merger

Background of the Acquisition, page 55

    2.

    We note that the dated entries in this section
    disclose that meetings were held from October 2023 to March 2024 to discuss the potential transaction terms, timing, material issues,
    and the Merger Agreement, among other things; however, no details are disclosed regarding these terms or negotiations. Please revise the
    entries to disclose the initial transaction terms, details of revised terms presented to each party, and the negotiations and discussions
    concerning the merger consideration and equity split. Also revise your disclosure to present the discussions and negotiations concerning
    the terms of the convertible preferred shares, including the settlement feature that would require cash payment to preferred holders if
    the pre-merger company stockholders do not approve the Conversion Proposal.

    Response:

    In response to the Staff’s comment, the
    Company respectfully advises the Staff that it has revised the disclosure on pages 56-59 of the Amendment to disclose the initial
    transaction terms, details of revised terms presented to each party, and the negotiations and discussions concerning the merger consideration
    and equity split and to present the discussions and negotiations concerning the terms of the convertible preferred shares, including the
    settlement feature that would require cash payment to preferred holders if the pre-merger company stockholders do not approve the Conversion
    Proposal.

    3.

    Please revise this section to explain the negotiations
    and discussions regarding the structure of the merger. Without limitation, explain whether the parties discussed a traditional structure
    that would have allowed company stockholders to approve or disapprove of the merger or the merger consideration prior to the closing of
    the transaction. If a traditional structure was discussed, your disclosure should also address why a traditional structure was not chosen
    and why the resulting structure, which did not provide for stockholder approval prior to closing, was used.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that the parties discussed a traditional structure that would have allowed Company stockholders
to approve or disapprove of the Acquisition or the merger consideration prior to the closing of the Acquisition but that this structure
was not chosen due to the parties’ immediate need for cash and the shorter timeline the resulting sign-and-close structure would
allow to consummate the Acquisition and the concurrent Private Placement. The Company has revised the disclosure on pages 56-57 of
the Amendment to disclose this fact and to further explain the negotiations and discussions regarding the structure of the Acquisition.

BiomX’s Reasons for the Acquisition,
    page 57

    4.

    Please tell us whether the board considered
    the transaction structure, which did not provide stockholders with the opportunity to approve or disapprove of the merger consideration
    prior to closing, in deciding whether to approve the acquisition.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that the BiomX Board considered the transaction structure and deemed that the sign-and-close
structure was advisable and in the best interests of BiomX and its stockholders due to BiomX’s immediate need for cash and the
shorter timeline the sign-and-close structure would allow to consummate the Acquisition and the concurrent Private Placement. The Company
has revised the disclosure on page 59 of the Amendment to disclose this fact.

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Opinion of BiomX’s Financial Advisor,
    page 59

    5.

    We note that BiomX retained H.C. Wainwright
    & Co., LLC on March 2, 2024, to render a fairness opinion to the BiomX board. Please describe the method of selection of Wainwright
    in this capacity.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on page 61 of the Amendment to describe the method of
the Company’s selection of Wainwright to render a fairness opinion to the BiomX Board.

General

    6.

    Please ensure that all graphics included in
    the proxy statement are legible. In this regard, we note the tables on pages 62-69.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that it has replaced the graphics on pages 64-71 of the Amendment with higher-resolution
graphics to increase legibility.

* * *

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Should the Staff have any questions, please contact
the undersigned at (212) 659-7300.

    Very truly yours,

    /s/ Alla Digilova

    Alla Digilova, Esq.

    cc:
    Jonathan Solomon, Chief Executive Officer, BiomX Inc.

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