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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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BiomX Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
09090D301 (CUSIP Number) |
04/21/2025 (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. | 09090D301 |
| 1 | Names of Reporting Persons
Rodney Hodges | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,403.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 644,745 warrants and 255,635 pre-funded warrants held by Telmina Limited, exercisable within 60 days of April 21, 2025.
The percentage above is based on the 24,966,053 shares of Common Stock of the Issuer that were outstanding as of April 11, 2025, based on information contained in the Form S-1 filed by the Issuer on April 11, 2025.
SCHEDULE 13G
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| CUSIP No. | 09090D301 |
| 1 | Names of Reporting Persons
POD Sarl | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,403.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 644,745 warrants and 255,635 pre-funded warrants held by Telmina Limited, exercisable within 60 days of April 21, 2025.
The percentage above is based on the 24,966,053 shares of Common Stock of the Issuer that were outstanding as of April 11, 2025, based on information contained in the Form S-1 filed by the Issuer on April 11, 2025.
SCHEDULE 13G
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| CUSIP No. | 09090D301 |
| 1 | Names of Reporting Persons
Geneva Holding Company (GHC) SA | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,403.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 644,745 warrants and 255,635 pre-funded warrants held by Telmina Limited, exercisable within 60 days of April 21, 2025.
The percentage above is based on the 24,966,053 shares of Common Stock of the Issuer that were outstanding as of April 11, 2025, based on information contained in the Form S-1 filed by the Issuer on April 11, 2025.
SCHEDULE 13G
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| CUSIP No. | 09090D301 |
| 1 | Names of Reporting Persons
Geneva Trust Company (GTC) SA | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,403.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 644,745 warrants and 255,635 pre-funded warrants held by Telmina Limited, exercisable within 60 days of April 21, 2025.
The percentage above is based on the 24,966,053 shares of Common Stock of the Issuer that were outstanding as of April 11, 2025, based on information contained in the Form S-1 filed by the Issuer on April 11, 2025.
SCHEDULE 13G
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| CUSIP No. | 09090D301 |
| 1 | Names of Reporting Persons
Centaurus Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,833,062.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 644,745 warrants and 255,635 pre-funded warrants held by Telmina Limited, exercisable within 60 days of April 21, 2025.
The percentage above is based on the 24,966,053 shares of Common Stock of the Issuer that were outstanding as of April 11, 2025, based on information contained in the Form S-1 filed by the Issuer on April 11, 2025.
SCHEDULE 13G
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| CUSIP No. | 09090D301 |
| 1 | Names of Reporting Persons
Telmina Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,833,062.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 644,745 warrants and 255,635 pre-funded warrants held by Telmina Limited, exercisable within 60 days of April 21, 2025.
The percentage above is based on the 24,966,053 shares of Common Stock of the Issuer that were outstanding as of April 11, 2025, based on information contained in the Form S-1 filed by the Issuer on April 11, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BiomX Inc. | |
| (b) | Address of issuer's principal executive offices:
22 Einstein Street, Floor 4 Ness Ziona 7414003, Israel | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement of Beneficial Ownership on Schedule 13G, filed on October 28, 2024 (the "Statement") is being filed by each of:
(i) Telmina Limited;
(ii) Centaurus Investments Limited;
(iii) Geneva Holding Company (GHC) SA;
(iv) Geneva Trust Company (GTC) SA;
(v) POD Sarl (all of which, above, are the "Reporting Entities"); and
(vi) Rodney Hodges (the "Reporting Individual"),
(each a "Reporting Person" and, collectively, the "Reporting Persons"). This Schedule 13G is being filed pursuant to a Joint Filing Agreement (the "Joint Filing Agreement"), a copy of which is filed herewith as Exhibit 99.1.
Telmina Limited ("Telmina") is an investment holding company that purchased the Shares (as defined below) of the Issuer that are the subject of this Statement of Beneficial Ownership on Schedule 13G. The entire share capital of Centaurus Investments Limited, the parent holding company of Telmina, is held by Geneva Trust Company (GTC) SA (as trustee of the VT Two Trust). Geneva Trust Company (GTC) SA, a subsidiary of Geneva Holding Company (GHC) SA, as trustee of VT Two Trust, has the authority to dispose of and exercise control over the disposal of the assets of the VT Two Trust. POD Sarl, of which Mr. Rodney Hodges holds 100% of the share capital, wholly owns Geneva Holding Company (GHC) SA.
The Reporting Individual does not make day-to-day voting or investment decisions with respect to the Shares held by the Reporting Entities and therefore disclaims beneficial ownership of them except to the extent of his pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons are:
Rodney Hodges, Rue de l'Athenee 34, 1206 Geneve, Switzerland
POD Sarl, Rue de l'Athenee 34, 1206 Geneve, Switzerland
Geneva Holding Company (GHC) SA, Rue de l'Athenee 34, 1206 Geneve, Switzerland
Geneva Trust Company (GTC) SA, Rue de l'Athenee 34, 1206 Geneve, Switzerland
Centaurus Investments Limited, Rue de l'Athenee 34, 1206 Geneve, Switzerland
Telmina Limited, Rue de l'Athenee 34, 1206 Geneve, Switzerland | |
| (c) | Citizenship:
POD Sarl, Geneva Holding Company (GHC) SA, and Geneva Trust Company (GTC) SA are organized under the laws of Switzerland and Centaurus Investments Limited and Telmina Limited are organized under the laws of the British Virgin Islands. The Reporting Individual is a citizen of the United Kingdom. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
09090D301 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(a) (b) Number and percentage of Issuer Shares beneficially owned by each Reporting Person:
Reporting Person Number of Shares
Rodney Hodges 1,970,403
POD Sarl 1,970,403
Geneva Holding Company (GHC) SA 1,970,403
Geneva Trust Company (GTC) SA 1,970,403
Centaurus Investments Limited 1,833,062
Telmina Limited 1,833,062
With respect to each of the Reporting Persons: | |
| (b) | Percent of class:
Reporting Person Percentage of Class
Rodney Hodges 7.6%
POD Sarl 7.6%
Geneva Holding Company (GHC) SA 7.6%
Geneva Trust Company (GTC) SA 7.6%
Centaurus Investments Limited 7.1%
Telmina Limited 7.1% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Rodney Hodges: 0
POD Sarl: 0
Geneva Holding Company (GHC) SA: 0
Geneva Trust Company (GTC) SA: 0
Centaurus Investments Limited: 0
Telmina Limited: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Rodney Hodges: 1,970,403
POD Sarl: 1,970,403
Geneva Holding Company (GHC) SA: 1,970,403
Geneva Trust Company (GTC) SA: 1,970,403
Centaurus Investments Limited: 1,833,062
Telmina Limited: 1,833,062 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Rodney Hodges: 0
POD Sarl: 0
Geneva Holding Company (GHC) SA: 0
Geneva Trust Company (GTC) SA: 0
Centaurus Investments Limited: 0
Telmina Limited: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Rodney Hodges: 1,970,403
POD Sarl: 1,970,403
Geneva Holding Company (GHC) SA: 1,970,403
Geneva Trust Company (GTC) SA: 1,970,403
Centaurus Investments Limited: 1,833,062
Telmina Limited: 1,833,062
Based on the Form 10-Q filed by the Issuer on August 14, 2024, there were 178,958,447 shares of Common Stock of the Issuer that were outstanding as of August 12, 2024, every ten of which were converted into one share of Common Stock pursuant to a reverse stock split that was effected on August 26, 2024, as detailed in the Form 8-K filed by the Issuer on August 16, 2024 | ||
| 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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