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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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BiomX Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
09090D103 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 09090D103 |
| 1 | Names of Reporting Persons
Cystic Fibrosis Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,094,558.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
BiomX Inc. |
| (b) | Address of issuer's principal executive offices:
22 Einstein St., 5th Floor, Ness Ziona, Israel 7414003 |
| Item 2. | |
| (a) | Name of person filing:
Cystic Fibrosis Foundation |
| (b) | Address or principal business office or, if none, residence:
4550 Montgomery Ave. Suite 1100N
Bethesda, MD 20814 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
09090D103 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
4,094,558 shares.
Consists of (i) 1,787,758 shares of Common Stock held by the Reporting Person, (ii) 1,308,800 shares of Common Stock underlying shares of the Issuer's Series X Non-Voting Convertible Preferred Stock held by the Reporting Person that are convertible within 60 days (the "Series X Preferred Stock Shares"), and (iii) 998,000 shares of Common Stock underlying a warrant to purchase Common Stock held by the Reporting Person that are exercisable within 60 days (the "Warrant Shares"). The number of Warrant Shares is determined under the warrant, which provides that the Reporting Person is prohibited from exercising the warrant for such number of shares of Common Stock that would result in beneficial ownership by the Reporting Person of Common Stock exceeding 19.99% of outstanding Common Stock. |
| (b) | Percent of class:
19.99%
Based on (i) 18,176,602 shares of Common Stock outstanding as of November 12, 2024 (as reported in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2024), plus (ii) the 1,308,800 Series X Preferred Stock Shares, plus (iii) the 998,000 Warrant Shares. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
4,094,558 | |
| (ii) Shared power to vote or to direct the vote:
0 | |
| (iii) Sole power to dispose or to direct the disposition of:
4,094,558 | |
| (iv) Shared power to dispose or to direct the disposition of:
0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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