UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BiomX Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
09090D103
(CUSIP Number)
February 27, 2023
(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)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| 1. |
NAMES OF REPORTING PERSONS
Cystic Fibrosis Foundation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,750,988 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
2,750,988 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,750,988 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Consists of (i) 1,844,315 shares of common stock held by the Reporting Person, and (ii) warrants to purchase 906,673 shares of common stock which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. |
| (2) | The percentage ownership was calculated based on a denominator which is the sum of (i) 29,982,282 shares of the Issuer’s common stock outstanding as of September 30, 2022 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the Securities and Exchange Commission on November 9, 2022), (ii) 3,199,491 shares of the Issuer’s common stock sold by the Issuer in the Securities Purchase Agreement dated as of February 22, 2022 by and among the Issuer, the Reporting Person, and the other parties thereto (the “Securities Purchase Agreement”), and (iii) warrants to purchase 906,673 shares of common stock which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. |
| Item 1. |
Issuer |
|||
| (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. |
Filing Person |
|||
| (a) – (c) |
Name of Persons Filing; Address; Citizenship: | |||
| This statement is filed on behalf of: Cystic Fibrosis Foundation
The address of the principal business office of the reporting person is: 4550 Montgomery Ave. Suite 1100N Bethesda, MD 20814 Citizenship: United States | ||||
| (d) |
Title of Class of Securities: | |||
| Common stock, $0.0001 par value per share | ||||
| (e) |
CUSIP Number: | |||
| 09090D103 | ||||
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
|
|
(a) |
☐ |
Broker or dealer registered under Section 15 of the Act; | |||
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) |
☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) |
☐ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
| (h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||||
| (j) |
☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
| (k) |
☐ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. |
Ownership. | |||
| (a) Amount beneficially owned: 2,750,988 shares*
(b) Percent of class: 8.1%**
(c) Number of shares as to which such person has: | ||||
| (i) Sole power to vote or direct the vote: 2,750,988
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,750,988
(iv) Shared power to dispose or to direct the disposition of: 0
| ||
| * Consists of (i) 1,844,315 shares of common stock held by the Reporting Person and (ii) warrants to purchase 906,673 shares of common stock which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. ** The percentage ownership was calculated based on a denominator which is the sum of (i) 29,982,282 shares of the Issuer’s common stock outstanding as of September 30, 2022 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the Securities and Exchange Commission on November 9, 2022), (ii) 3,199,491 shares of the Issuer’s common stock sold by the Issuer in the Securities Purchase Agreement and (iii) warrants to purchase 906,673 shares of common stock which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
| ||
| Item 5. | Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person.
Not applicable. | |
| 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.
| |
| Item 8. | Identification and Classification of Members of the Group.
Not applicable.
| |
| Item 9. | Notice of Dissolution of Group.
Not applicable.
| |
| Item 10. | Certification.
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.
Date: March 8, 2023
| CYSTIC FIBROSIS FOUNDATION | ||
| By: | /s/ Irena Barisic | |
| Name: | Irena Barisic | |
| Title: | Chief Operating and Financial Officer | |