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Wednesday, 03/06/2024 8:03:02 AM

Wednesday, March 06, 2024 8:03:02 AM

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BiomX Announces Entry into Merger Agreement with Adaptive Phage Therapeutics and Concurrent $50 Million Financing
Acquisition will create phage therapy company with an advanced pipeline with two Phase 2 assets, BX004 for the treatment of chronic pulmonary infections in cystic fibrosis (“CF”) patients and BX211 for the treatment of diabetic foot osteomyelitis (“DFO”)

Concurrently with entering into the definitive merger agreement, BiomX entered into a definitive agreement for a private placement financing of $50 million that will be used to advance two lead product candidates through Phase 2 clinical readouts in 2025

Conference call today at 9:00 a.m. EST

CAMBRIDGE, Mass. and NESS ZIONA, Israel, March 06, 2024 (GLOBE NEWSWIRE) -- BiomX Inc. (NYSE American: PHGE) (together with its subsidiaries and/or associates, “BiomX”), a clinical-stage company advancing novel natural and engineered phage therapies that target specific pathogenic bacteria, today announced that it has entered into a definitive merger agreement with Adaptive Phage Therapeutics, Inc. (“APT”), a U.S.-based privately-held, clinical-stage biotechnology company pioneering the development of phage-based therapies to combat bacterial infections (the “Acquisition”). Immediately after the effective time of the Acquisition, and before giving effect to the concurrent private placement the former stockholders of BiomX will own approximately 55% and the former stockholders of APT will own approximately 45% of the consolidated entity of BiomX and APT. The Acquisition is expected to close within the next 30 days, subject to the satisfaction of the closing conditions described in the definitive merger agreement. Concurrently with entering into the definitive merger agreement, BiomX entered into a definitive purchase agreement for the sale of shares of newly created non-voting convertible preferred stock (“Series X Preferred Stock”) and warrants to purchase shares of BiomX common stock in a private placement to certain institutional accredited investors led by affiliates of Deerfield Management Company and the AMR Action Fund, and additional investors including the Cystic Fibrosis Foundation, OrbiMed and Nantahala Capital. The private placement is expected to result in gross proceeds to BiomX of $50 million before deducting placement agent and other offering expenses. The proceeds from the private placement are expected to provide funding through the results from a planned Phase 2b trial that will evaluate BiomX’s lead product candidate, BX004, for the treatment of chronic pulmonary infections caused by Pseudomonas aeruginosa (P. aeruginosa) in CF patients expected in the third quarter of 2025 and Phase 2 results from APT’s clinical-stage product candidate, now named BX211, for the treatment of Staphylococcus aureus (S. aureus) infections in DFO patients expected in the first quarter of 2025. The private placement is expected to close substantially concurrently with, and subject to the closing of, the Acquisition.

“BiomX’s acquisition of APT will create a leading phage company with diverse technologies and an advanced clinical pipeline,” said Jonathan Leff, Partner and Chairman of the Deerfield Institute at Deerfield Management. “With important data readouts for two programs expected in 2025, the funding from this transaction is designed to provide multiple opportunities to create stockholder value by reaching critical inflection points in each program’s clinical development.”

“Today’s announcement sends a clear vote of confidence from leading biotechnology investors who led this transaction that phage technology holds significant potential to treat serious infections with significant unmet need and limited treatment options,” said Jonathan Solomon, Chief Executive Officer of BiomX. “In the case of CF, BX004 has the potential to improve lung function in patients with chronic and potentially deadly pulmonary infections.”

“APT’s phage therapy for DFO holds the potential to prevent amputations associated with intractable infections that have penetrated into the bone in patients with diabetic foot ulcers,” said Greg Merril, Founder and Board Director of APT. “With the combined intellectual and financial resources coming from this acquisition, we now have a clear line of sight towards applying this ground-breaking technology to reach multiple data readouts in CF and DFO over the next 12-24 months.”

Management and Organization
BiomX will continue to be led by its current management team, with the addition of Michael Billard from APT as General Manager, U.S. Following the transaction, the BiomX board of directors will be comprised of Dr. Russell Greig, Chair of the Board of Directors, and the following members of the board of directors - Dr. Jesse Goodman, Jonathan Leff, Dr. Alan Moses, Greg Merril, Eddie Williams and Jonathan Solomon, BiomX’s Chief Executive Officer.

About the Acquisition and the Private Placement

The Acquisition is structured as a stock-for-stock transaction whereby all outstanding equity interests of APT will be exchanged in a merger for 9,164,967 shares of BiomX common stock, 40,471 shares of Series X Preferred Stock convertible into 40,471,000 shares of BiomX common stock and warrants (“Merger Warrants”) exercisable for 2,166,497 shares of BiomX common stock. Following the consummation of the Acquisition, a successor-in-interest of APT will become a wholly-owned subsidiary of BiomX. The Merger Warrants will be exercisable at any time after the date of the receipt of stockholder approval at an exercise price of $5.00 per share and will expire on January 28, 2027. The definitive merger agreement is subject to various closing conditions, including, among other conditions, receiving cash of not less than $50 million from the private placement.

Concurrently with the entry into the definitive merger agreement with APT, BiomX entered into a definitive purchase agreement for a private placement investment with existing and new investors to raise $50 million, in which the investors have agreed to purchase (i) an aggregate of 216,417 shares of Series X Preferred Stock and (ii) warrants (“Private Placement Warrants”) to purchase up to an aggregate of 108,208,500 shares of BiomX common stock, at a combined purchase price of $231.10 per share of Series X Preferred Stock and an accompanying Private Placement Warrant to purchase 500 shares of common stock. The Private Placement Warrants w
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