SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
OrbiMed Israel BioFund GP Limited Partnership

(Last) (First) (Middle)
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)
HERZLIYA PITUACH L3 46686

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BiomX Inc. [ PHGE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/15/2024 X 9,280,408 A $0.244 13,797,997 I See footnotes(2)(3)
Common Stock 05/15/2024 S(1) 24,344 D $0.3812 13,773,653 I See footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (Right to Buy) $0.244 05/15/2024 X 9,280,408 05/04/2023 05/04/2033 Common Stock 9,280,408 $0 0 I See footnotes(2)(3)
1. Name and Address of Reporting Person*
OrbiMed Israel BioFund GP Limited Partnership

(Last) (First) (Middle)
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)
HERZLIYA PITUACH L3 46686

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Israel GP Ltd.

(Last) (First) (Middle)
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)
HERZLIYA PITUACH L3 46686

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GORDON CARL L

(Last) (First) (Middle)
C/O ORBIMED ISRAEL GP LTD.
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)
HERZLIYA PITUACH L3 46686

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chimovits Erez

(Last) (First) (Middle)
C/O ORBIMED ISRAEL GP LTD.
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.

(Street)
HERZLIYA PITUACH L3 46686

(City) (State) (Zip)
Explanation of Responses:
1. On May 15, 2024, OrbiMed Israel Partners Limited Partnership ("OIP") exercised pre-funded warrants ("Warrants") to purchase 9,280,408 shares of the Issuer's common stock for $0.244 per share. OIP paid the exercise price on a cashless basis, resulting in the Issuer withholding 24,344 of the Warrant shares to pay the exercise price and issuing to OIP the remaining 9,256,064 shares. The shares of the Issuer's common stock withheld to pay the exercise price of the Warrants are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with a portion of OIP's purchase of certain derivative securities on March 15, 2024. OIP will disgorge to the Issuer the statutory "profits" pursuant to Section 16(b) of the Exchange Act that resulted from such transactions.
2. These securities are held of record by OIP. OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP and OrbiMed Israel GP Ltd. ("OrbiMed Israel") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power over the securities held by OIP and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Israel exercises investment and voting power through an investment committee comprised of Carl L. Gordon and Erez Chimovits.
3. Each of OrbiMed Israel, OrbiMed BioFund, Carl L. Gordon, and Erez Chimovits disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Carl L. Gordon 05/20/2024
/s/ Erez Chimovits 05/20/2024
/s/ Carl L. Gordon, Director, OrbiMed Israel GP Ltd. 05/20/2024
/s/ Carl L. Gordon, Director, OrbiMed Israel BioFund GP Limited Partnership 05/20/2024
** Signature of Reporting Person Date

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