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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
BiomX Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Deerfield Management Company 345 Park Avenue South, 12th Floor, New York, NY, 10010 212-551-1600 Jonathan D. Weiner, Esq. Katten Muchin Rosenman LLP, 50 Rockefeller Plaza New York, NY, 10020 212-940-8800 Mark D. Wood, Esq. Katten Muchin Rosenman LLP, 50 Rockefeller Plaza New York, NY, 10020 212-940-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Deerfield Private Design Fund V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
266,424.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.37 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The number of shares of Common Stock beneficially owned by the Reporting Person consists of (i) 177,789 shares of Common Stock and (ii) an aggregate of 88,635 shares of Common Stock underlying warrants that are currently exercisable (subject to the Beneficial Ownership Limitation (as defined below)). The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Beneficial Ownership Limitation"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon the exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Deerfield Mgmt V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
266,424.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.37 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants held by, Deerfield Private Design Fund V, L.P. See Comment to Type of Reporting Person for Deerfield Private Design Fund V, L.P.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Deerfield Healthcare Innovations Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
266,424.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.37 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The number of shares of Common Stock beneficially owned by the Reporting Person consists of (i) 177,789 shares of Common Stock and (ii) an aggregate of 88,635 shares of Common Stock underlying warrants that are currently exercisable (subject to the Beneficial Ownership Limitation (as defined below)). The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Beneficial Ownership Limitation"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon the exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Beneficial Ownership Limitation.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Deerfield Mgmt HIF II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
266,424.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.37 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants held by, Deerfield Healthcare Innovations Fund II, L.P. See Comment for Type of Reporting Person 3 for Deerfield Healthcare Innovations Fund II, L.P.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Deerfield Management Company, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
533,370.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.70 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of (i) shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants held by, Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P (see Comment for Type of Reporting Person for each of Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P.); and (ii) 522 shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management Company, L.P.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
James E. Flynn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
533,370.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.70 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comprised of (i) shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants held by, Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. (see Comment for Type of Reporting Person for each of Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P.); and (ii) 522 shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management Company, L.P.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
BiomX Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
850 NEW BURTON ROAD, SUITE 201, DOVER,
DELAWARE
, 19904. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment") to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Private Design Fund V, L.P. ("Deerfield Private Design V"), (ii) Deerfield Mgmt V, L.P. ("Deerfield Mgmt V") (iii) Deerfield Healthcare Innovations Fund II, L.P. ("Deerfield HIF II"), (iv) Deerfield Mgmt HIF II, L.P. ("Deerfield Mgmt HIF II"), (v) Deerfield Management Company, L.P. ("Deerfield Management"), and (vi) James E. Flynn, a natural person ("Flynn," and collectively with Deerfield Management, Deerfield Private Design V, Deerfield Mgmt V, Deerfield HIF II, Deerfield Mgmt HIF II, the "Reporting Person"), with respect to the Common Stock of BiomX Inc., as previously amended by Amendment Nos. 1, 2, 3, 4, 5 and 6 thereto (such Schedule 13D, as so amended, the "Schedule 13D"). Deerfield Private Design V and Deerfield HIF II are referred to herein, collectively, as the "Funds" and each as a "Fund." Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(1) Deerfield Mgmt V, L.P.
Number of shares: 266,424 (comprised of shares of Common Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Private Design Fund V, L.P.)
Percentage of Shares: 2.37%*
(2) Deerfield Private Design Fund V, L.P.
Number of shares: 266,424 (comprised of shares of Common Stock and shares of Common Stock underlying warrants,)
Percentage of Shares: 2.37%*
(3) Deerfield Mgmt HIF II, L.P., L.P.
Number of shares: 266,424 (comprised of shares of Common Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Healthcare Innovations Fund II, L.P.)
Percentage of Shares: 2.37%*
(4) Deerfield Healthcare Innovations Fund II, L.P.
Number of shares: 266,424 (comprised of shares of Common Stock and shares of Common Stock underlying warrants)
Percentage of Shares: 2.37%*
(5) Deerfield Management
Number of shares: 533,370 (comprised of (i) shares of Common Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. and (ii) shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management)
Percentage of Shares: 4.70%*
(6) Flynn
Number of shares: 533,370 (comprised of (i) shares of Common Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. and (ii) shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management)
Percentage of Shares: 4.70%*
*Throughout this report, the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons reflects 11,160,153 shares of Common Stock outstanding as of June 2, 2026, as set forth in the Company's Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the "SEC") on June 8, 2026. The number of shares of Common Stock beneficially owned by the Reporting Persons includes eighteen shares of Common Stock issued pursuant to the Funds' election to convert shares of Series X Preferred Stock into Common Stock on May 28, 2026 (in addition to the shares of Common Stock issued upon such conversion, as reported in Amendment No. 6 to the Schedule 13D), which eighteen shares were not reflected in Amendment No. 6 to the Schedule 13D due to a clerical error. | |
| (b) | (1) Deerfield Mgmt V, L.P.
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 266,424
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 266,424
(2) Deerfield Private Design Fund V, L.P.
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 266,424
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 266,424
(3) Deerfield Mgmt HIF II, L.P.
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 266,424
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 266,424
(4) Deerfield Healthcare Innovations Fund II, L.P.
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 266,424
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 266,424
(5) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 533,370
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 533,370
(6) Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 533,370
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 533,370
Flynn is the sole manager of the general partner of each of Deerfield Mgmt V and Deerfield Mgmt HIF II and Deerfield Management. Deerfield Mgmt V is the general partner of Deerfield Private Design Fund V, L.P.; Deerfield Mgmt HIF II is the general partner of Deerfield Healthcare Innovations Fund II, L.P.; and Deerfield Management is the investment manager of each Fund. Each Fund purchases, holds and sells securities and other investment products. Schedule A hereto sets forth information regarding persons referred in Instruction C to Schedule 13D. | |
| (c) | Transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D are set forth on Exhibit 99.11 to this Amendment or disclosed in Item 3 to this Amendment. All transactions reflected in Exhibit 99.10 to this Amendment were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person's business. | |
| (e) | As of June 16, 2026, the Reporting Persons ceased to beneficially own more than five percent of the Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
Exhibit Index
Exhibit 99.11 Transactions in Securities | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.11
| Reporting Person | Date | Number of Shares Sold | Price per Share ($)* |
Price Range ($)** |
| Deerfield Private Design Fund V, L.P. | 6/12/2026 | 65,507 | $0.5772 | $0.55-$0.65 |
| Deerfield Healthcare Innovations Fund II, L.P. | 6/12/2026 | 65,507 | $0.5772 | $0.55-$0.65 |
| Deerfield Private Design Fund V, L.P. | 6/15/2026 | 50,000 | $0.5550 | $0.54-$0.575 |
| Deerfield Healthcare Innovations Fund II, L.P. | 6/15/2026 | 50,000 | $0.5550 | $0.54-$0.575 |
| Deerfield Private Design Fund V, L.P. | 6/16/2026 | 39,432 | $0.5538 | $0.55-$0.5675 |
| Deerfield Healthcare Innovations Fund II, L.P. | 6/16/2026 | 39,432 | $0.5538 | $0.55-$0.5675 |
* Price per share reported is a weighted average price. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the “Price Range” column of this Exhibit 99.11.
** The shares were sold in multiple transactions at prices within the price range indicated.