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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No.  1)*

BiomX Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09090D301

(CUSIP Number)

AMR Action Fund, L.P.
c/o AMR Action Fund GP, LLC

225 Franklin Street, Suite 1750
Boston, MA 02110
Tel 862-325-3580

With a copy to:

Derek Stoldt

Arnold & Porter Kaye Scholer LLP

250 West 55th Street

New York, NY 10019

Tel 212-836-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 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:

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 (the “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) The number of shares of Common Stock beneficially owned by the Reporting Person does not include an aggregate of (i) 3,662,300 shares of Common Stock underlying 36,623 shares of Series X Preferred Stock convertible into Common Stock (subject to a beneficial ownership limitation) and (ii) 1,514,566 shares of Common Stock underlying warrants exercisable for Common Stock (subject to a beneficial ownership limitation).

(2) Consists of shares of Common Stock held by AMR Action Fund, L.P. See Footnote 1.

(3) The number of shares of Common Stock beneficially owned by the Reporting Person does not include an aggregate of (i) 3,662,300 shares of Common Stock underlying 36,623 shares of Series X Preferred Stock convertible into Common Stock (subject to a beneficial ownership limitation) and (ii) 1,514,566 shares of Common Stock underlying warrants exercisable for Common Stock (subject to a beneficial ownership limitation).

(4) Consists of shares of Common Stock held by AMR Action Fund, SCSp. See Footnote 3.

Item 1.

Item 2.

This Amendment is being filed by each of:

(each a “Reporting Person” and, collectively, the “Reporting Persons”).

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:

If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________

Not applicable.

Item 4. Ownership.

Item 4 is hereby amended in its entirety as follows:

(a) (b) Number and percentage of Issuer Shares beneficially owned by each Reporting Person:

With respect to each of the Reporting Persons:

The information as of the date of the event which requires filing of this statement required by Items 4(a) - (c) is set forth in Rows 7 - 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. AMR Action Fund, L.P. is the record owner of 650,997 shares of Common Stock. AMR Action Fund GP, LLC is the general partner of AMR Action Fund, L.P. and may be deemed to have voting and dispositive control over the shares of Common Stock held by AMR Action Fund, L.P. AMR Action Fund, SCSp is the record owner of 225,891 shares of Common Stock. AMR Action Fund GP, S.a.r.l. is the general partner of AMR Action Fund, SCSp and may be deemed to have voting and dispositive control over the shares of Common Stock held by AMR Action Fund, SCSp. Each of AMR Action Fund GP, LLC and AMR Action Fund GP, S.a.r.l. disclaims beneficial ownership of the shares of Common Stock.

Throughout this report, the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons reflects 17,895,845 shares of Common Stock as of August 12, 2024, based on the Issuer’s Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on August 14, 2024, and the Issuer’s 1-for-10 reverse stock split effective as of August 26, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 16, 2024.

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: x

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.

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.

Each of the Reporting Persons hereby certifies as follows:

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.

Dated: November 13, 2024

AMR ACTION FUND, L.P.

By: AMR Action Fund GP, LLC, its General Partner

AMR ACTION FUND GP, LLC

AMR ACTION FUND, SCSp

By: AMR Action Fund GP, S.a.r.l., its General Partner

AMR ACTION FUND GP, S.a.r.l.

EXHIBIT INDEX