Amendment: SEC Form SC 13D/A filed by BiomX Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

The information required on 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).

Item 1.  Security and Issuer

This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel GP Ltd. and OrbiMed Israel BioFund GP Limited Partnership (the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2019 as amended by Amendment No. 1 (“Amendment No. 1”) filed with the SEC on March 17, 2023, Amendment No. 2 filed with the SEC on May 8, 2023, Amendment No. 3 (“Amendment No. 3”) filed with the SEC on March 8, 2024 and Amendment No. 4 (“Amendment No. 4”) filed with the SEC on March 19, 2024. This Amendment No. 5 relates to the common stock, par value $0.0001 per share (“Shares”), of BiomX Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices located at 22 Einstein St., Floor 4, Ness Ziona, Israel 7414003. The Shares are listed on the NYSE American under the ticker symbol “PHGE”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On July 15, 2024, 4,104 of the Issuer’s shares of Series X Preferred Stock automatically converted to Shares. This Amendment No. 5 is being filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) decreased by more than 1% based upon the outstanding Shares as reported by the Issuer.

Item 2. Identity and Background

(a) This Amendment No. 5 is being filed by OrbiMed Israel GP Ltd., an Israeli company (“OrbiMed Israel”), OrbiMed Israel BioFund GP Limited Partnership, an Israeli limited partnership (“OrbiMed BioFund”), Carl L. Gordon, an individual (“Gordon”), and Erez Chimovits, an individual (“Chimovits”) (collectively, the “Reporting Persons”).

(b) — (c), (f) OrbiMed BioFund, a limited partnership organized under the laws of Israel, is the general partner of OrbiMed Israel Partners Limited Partnership (“OIP”). OrbiMed BioFund has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686.

OrbiMed Israel, a corporation organized under the laws of Israel, is the general partner of OrbiMed BioFund. OrbiMed Israel has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686.

Chimovits, a citizen of the State of Israel, has his principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686, and Gordon, a citizen of the Unites States, has his principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

The directors and executive officers of OrbiMed Israel and OrbiMed BioFund are set forth on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person:

(i)          name;

(ii)         business address;

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)        citizenship.

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

On or about March 15, 2024, OrbiMed Israel and OrbiMed BioFund caused OIP to purchase 4,327 shares of Series X Preferred Stock and 2,163,500 Warrants in the Private Placement.

The Issuer is obligated under the Purchase Agreement to hold a special meeting of stockholders within 150 days of the consummation of the Private Placement to approve the conversion of all issued and outstanding Series X Preferred Stock and the exercise of all Private Placement Warrants in accordance with the listing rules of the NYSE American (the “Private Placement Proposal”).

Following stockholder approval of the Private Placement Proposal, each share of Series X Preferred Stock will automatically convert into 1,000 Shares, subject to certain limitations, including that a holder of Series X Preferred Stock is prohibited from converting shares of Series X Preferred Stock into Shares if, as a result of such conversion, such holder, together with any person whose beneficial ownership would be aggregated with such holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would beneficially own more than 9.99% of the total number of Shares issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). The Private Placement Warrants may be exercised at any time following stockholder approval of the Private Placement Proposal, subject to the Beneficial Ownership Limitation, have an exercise price of $0.2311 and expire on the 24-month anniversary of the date on which they are first exercisable.

The source of funds for such purchases was the working capital of OIP.

Item 4.  Purpose of Transaction

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as set forth in this Statement, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer

 (a) — (b) The following disclosure is based upon (i) 69,806,440 Shares outstanding as of July 15, 2024, (ii) 109,152,000 Shares issued upon the automatic conversion of Series X Preferred Stock on July 15, 2024 and (iii) 9,164,967 Shares issued to the stockholders of Adaptive Phage Therapeutics, Inc. (“APT”) in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, by and among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC, and APT, as set forth in the Issuer’s Current Report on Form 8-K filed with the SEC on March 6, 2024.

As of the date of this filing, OIP holds 17,877,653 Shares constituting approximately 9.99% of the issued and outstanding Shares, 223 shares of Series X Preferred Stock, and 2,538,500 Warrants (without giving effect to the remaining shares of Series X Preferred Stock and Warrants, which each contain a Beneficial Ownership Limitation of 9.99%). OrbiMed BioFund is the general partner of OIP pursuant to the terms of the limited partnership agreement of OIP, and OrbiMed Israel is the general partner of OrbiMed BioFund pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. OrbiMed Israel exercises this investment power through an investment committee comprised of Gordon and Chimovits. As a result, OrbiMed Israel, OrbiMed BioFund, Gordon, and Chimovits share the power to direct the vote and disposition of the Shares, Series X Preferred Stock, and Warrants held by OIP, and OrbiMed Israel, OrbiMed BioFund, Gordon, and Chimovits may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares, Series X Preferred Stock, and Warrants held by OIP.

In addition, OrbiMed Israel and OrbiMed BioFund, pursuant to their authority under the limited partnership agreement of OIP, caused OIP to enter into the agreements referred to in Item 6 below.

(c) Except as reported in Item 3 above, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.

(d) Not applicable.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed BioFund is the general partner of OIP pursuant to the terms of the limited partnership agreement of OIP. OrbiMed Israel is the general partner of OrbiMed BioFund pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. Pursuant to these agreements and relationships, OrbiMed BioFund has discretionary investment management authority with respect to the assets of OIP and such discretionary investment management authority is exercised through OrbiMed Israel by action of the investment committee. Such authority includes the power to vote and otherwise dispose of securities held by OIP. The number of outstanding Shares of the Issuer attributable to OIP is 17,877,653. The number of outstanding shares of Series X Preferred Stock of the Issuer attributable to OIP is 223. The number of outstanding Warrants of the Issuer attributable to OIP is 2,538,500. OrbiMed BioFund, as the general partner of OIP, may be considered to hold indirectly 17,877,653 Shares, 223 shares of Series X Preferred Stock, and 2,538,500 Warrants, , and OrbiMed Israel, as the general partner of OrbiMed BioFund, may be considered to hold indirectly 17,877,653 Shares, 223 shares of Series X Preferred Stock, and 2,538,500 Warrants.

Additionally, OIP and certain other stockholders of the Issuer are party to certain other agreements with the Issuer, summaries of which are set forth at Item 6 of Amendment No. 1 and Amendment No. 3.

Item 7.  Material to Be Filed as Exhibits

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.

SCHEDULE I

The names and present principal occupations of each of the executive officers and directors of OrbiMed Israel GP Ltd. are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686.

SCHEDULE II

The business and operations of OrbiMed Israel BioFund GP Limited Partnership are managed by the executive officers and directors of its general partner, OrbiMed Israel GP Ltd., set forth on Schedule I attached hereto.

EXHIBIT INDEX