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*
Wolfson Marina

(Last) (First) (Middle)
C/O BIOMX INC.,
22 EINSTEIN ST., FLOOR 4

(Street)
NESS ZIONA, L3 7414003

(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
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
Common Stock Options - Right to Buy $6.21 12/11/2023 D(1) 36,000 (2) 03/25/2030 Common Stock 36,000 (1) 0 D
Common Stock Options - Right to Buy $0.2749 12/11/2023 A(1) 9,474 (2) 03/25/2030 Common Stock 9,474 (1) 9,474 D
Common Stock Options - Right to Buy $7.02 12/11/2023 D(3) 33,250 (4) 03/30/2031 Common Stock 33,250 (3) 0 D
Common Stock Options - Right to Buy $0.2749 12/11/2023 A(3) 8,750 (4) 03/30/2031 Common Stock 8,750 (3) 8,750 D
Common Stock Options - Right to Buy $1.41 12/11/2023 D(5) 50,000 (6) 03/29/2032 Common Stock 50,000 (5) 0 D
Common Stock Options - Right to Buy $0.2749 12/11/2023 A(5) 35,715 (6) 03/29/2032 Common Stock 35,715 (5) 35,715 D
Explanation of Responses:
1. On December 11, 2023, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 36,000 shares of the Issuer's common stock granted to the Reporting Person on March 25, 2020. In exchange, the Reporting Person received a replacement option, for 9,474 shares, having an exercise price of $0.2749 per share.
2. The cancelled option provided for vesting over four years, with 25% of the shares subject to the option vested on March 25, 2021, and the remainder vested in 12 equal quarterly installments over three years. The replacement option vests according to the same vesting schedule applicable to the cancelled option; provided, however, that the replacement option may not be exercised prior to December 11, 2024.
3. On December 11, 2023, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 33,250 shares of the Issuer's common stock granted to the Reporting Person on March 30, 2021. In exchange, the Reporting Person received a replacement option, for 8,750 shares, having an exercise price of $0.2749 per share.
4. The cancelled option provided for vesting over four years, with 25% of the shares subject to the option vested on March 30, 2022, and the remainder vested in 12 equal quarterly installments over three years. The replacement option vests according to the same vesting schedule applicable to the cancelled option; provided, however, that the replacement option may not be exercised prior to December 11, 2024.
5. On December 11, 2023, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 50,000 shares of the Issuer's common stock granted to the Reporting Person on March 29, 2022. In exchange, the Reporting Person received a replacement option, for 35,715 shares, having an exercise price of $0.2749 per share.
6. The cancelled option provided for vesting over four years, with 25% of the shares subject to the option vested on March 29, 2023, and the remainder vested in 12 equal quarterly installments over three years. The replacement option vests according to the same vesting schedule applicable to the cancelled option; provided, however, that the replacement option may not be exercised prior to December 11, 2024.
/s/ Marina Wolfson 12/13/2023
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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