SEC Form SC 13G 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. )*
BiomX Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09090D103
(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)
March 15, 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:
| ¨ | Rule 13d-1(b) |
| x | 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 disclosures provided in a prior cover page. |
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).
| CUSIP No. 09090D103 | 13G | Page 2 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSON
AMR Action Fund, L.P. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
3,054,870 (1) | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
3,054,870 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,054,870 (1) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
(1) The number of shares of Common Stock beneficially owned by the Reporting Person does not include (i) an aggregate of 42,337,000 shares of Common Stock underlying 42,337 shares of Series X Preferred Stock, which will become convertible into Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of certain conditions, or (ii) an aggregate of 15,145,647 shares of Common Stock underlying warrants that will become exercisable for Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of certain conditions.
| CUSIP No. 09090D103 | 13G | Page 3 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSON
AMR Action Fund GP, LLC |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,054,870(2) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
(2) Consists of shares of common stock held by AMR Action Fund, L.P. See Footnote 1.
| CUSIP No. 09090D103 | 13G | Page 4 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSON
AMR Action Fund, SCSp |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,054,870(3) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
PN |
(3) The number of shares of Common Stock beneficially owned by the Reporting Person does not include (i) an aggregate of 42,337,000 shares of Common Stock underlying 42,337 shares of Series X Preferred Stock, which will become convertible into Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of certain conditions, or (ii) an aggregate of 15,145,647 shares of Common Stock underlying warrants that will become exercisable for Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of certain conditions.
| CUSIP No. 09090D103 | 13G | Page 5 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSON
AMR Action Fund, S.a r.l. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,054,870 (4) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
(4) Consists of shares of common stock held by AMR Action Fund, SCSp. See Footnote 1.
Item 1.
| (a) |
Name of Issuer BiomX Inc. (the “Issuer”) |
| (b) |
Address
of Issuer’s Principal Executive Offices Ness Ziona 7414003, Israel |
Item 2.
| (a) | Name of Person Filing: |
This Statement of Beneficial Ownership on Schedule 13G, filed on March 25, 2024 (the “Statement”) is being filed by each of:
| (i) | AMR Action Fund, L.P.; |
| (ii) | AMR Action Fund GP, LLC; |
| (iii) | AMR Action Fund, SCSp; and |
| (iv) | AMR Action Fund, S.a.r.l. |
(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.
| (b) |
Address of Principal Business Office or, if None, Residence:
The principal business office of each of the Reporting Persons are:
AMR Action Fund, L.P., c/o AMR Action Fund GP, LLC, 225 Franklin Street, Suite 1750, Boston, MA 02110 AMR Action Fund GP, LLC, 225 Franklin Street, Suite 1750, Boston, MA 02110 AMR Action Fund, SCSp, c/o AMR Action Fund GP, S.a.r.l., 16 Rue Eugene Ruppert, L-2543 Luxembourg, Grand Duchy of Luxembourg AMR Action Fund GP, S.a.r.l., 16 Rue Eugene Ruppert, L-2543 Luxembourg, Grand Duchy of Luxembourg |
| (c) |
Citizenship:
|
| (d) |
Title of Class of Securities
Common Stock, par value $0.0001 per share (the “Shares”) |
| (e) |
CUSIP Number
09090D103 |
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). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
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.
(a) (b) Number and percentage of Issuer Shares beneficially owned by each Reporting Person:
| Reporting Person | Number of Shares | Percentage of Class | ||||||
| AMR Action Fund, L.P. | 3,054,870 | 5.5 | % | |||||
| AMR Action Fund GP, LLC | 3,054,870 | 5.5 | % | |||||
| AMR Action Fund, SCSp | 3,054,870 | 5.5 | % | |||||
| AMR Action Fund GP, S.a.r.l. | 3,054,870 | 5.5 | % | |||||
With respect to each of the Reporting Persons:
| (a) | Number of shares as to which the Reporting Person has: | |
| (i) |
Sole power to vote or to direct the vote: AMR Action Fund, L.P.: 0 AMR Action Fund GP, LLC: 0 AMR Action Fund, SCSp: 0 AMR Action Fund GP, S.a.r.l.: 0 | |
| (ii) |
Shared power to vote or to direct the vote: AMR Action Fund, L.P.: 3,054,870 AMR Action Fund GP, LLC: 3,054,870 AMR Action Fund, SCSp: 3,054,870 AMR Action Fund GP, S.a.r.l.: 3,054,870 | |
| (iii) |
Sole power to dispose or to direct the disposition of: AMR Action Fund, L.P.: 0 AMR Action Fund GP, LLC: 0 AMR Action Fund, SCSp: 0 AMR Action Fund GP, S.a.r.l.: 0 | |
| (iv) |
Shared power to dispose or to direct the disposition of: AMR Action Fund, L.P.: 3,054,870 AMR Action Fund GP, LLC: 3,054,870 AMR Action Fund, SCSp: 3,054,870 AMR Action Fund GP, S.a.r.l.: 3,054,870 |
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 2,267,963 shares of the Issuer’s 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 786,907 shares of the Issuer’s 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. disclaim 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 (i) 46,055,109 shares of Common Stock outstanding as of March 4, 2024, based on representations made by the Company in that certain Agreement and Plan of Merger, dated March 6, 2024 (the “Merger Agreement”), by and among the Issuer, BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, and Adaptive Phage Therapeutics, Inc., a Delaware corporation, plus (ii) 9,164,967 additional shares of Common Stock issued pursuant to the Merger Agreement based on the Company’s Current Report on Form 8-K, filed on March 6, 2024.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
AMR ACTION FUND, L.P.
By: AMR Action Fund GP, LLC, its General Partner
| /s/ Henry Skinner | ||
| Name: | Henry Skinner | |
| Title: | Chief Executive Officer | |
AMR ACTION FUND GP, LLC
| /s/ Henry Skinner | ||
| Name: | Henry Skinner | |
| Title: | Chief Executive Officer | |
AMR ACTION FUND, SCSp
By: AMR Action Fund GP, S.a.r.l., its General Partner
| /s/ Henry Skinner | ||
| Name: | Henry Skinner | |
| Title: | Class A Manager | |
AMR ACTION FUND GP, S.a.r.l.
| /s/ Henry Skinner | ||
| Name: | Henry Skinner | |
| Title: | Class A Manager | |
EXHIBIT INDEX
| Exhibit | ||
| 99.1 | Joint Filing Agreement |