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BiomX Inc. — Director's Dealing 2024
May 20, 2024
35099_dirs_2024-05-20_39dc741c-1c06-4d9f-ac25-0fe170f41fa0.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: BiomX Inc. (PHGE)
CIK: 0001739174
Period of Report: 2024-05-15
Reporting Person: OrbiMed Israel BioFund GP Limited Partnership (10% Owner)
Reporting Person: OrbiMed Israel GP Ltd. (10% Owner)
Reporting Person: GORDON CARL L (10% Owner)
Reporting Person: Chimovits Erez (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-05-15 | Common Stock | X | 9280408 | $0.244 | Acquired | 13797997 | Indirect |
| 2024-05-15 | Common Stock | S | 24344 | $0.3812 | Disposed | 13773653 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-05-15 | Warrants (Right to Buy) | $0.244 | X | 9280408 | Disposed | 2033-05-04 | Common Stock (9280408) | Indirect |
Footnotes
F1: On May 15, 2024, OrbiMed Israel Partners Limited Partnership ("OIP") exercised pre-funded warrants ("Warrants") to purchase 9,280,408 shares of the Issuer's common stock for $0.244 per share. OIP paid the exercise price on a cashless basis, resulting in the Issuer withholding 24,344 of the Warrant shares to pay the exercise price and issuing to OIP the remaining 9,256,064 shares. The shares of the Issuer's common stock withheld to pay the exercise price of the Warrants are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with a portion of OIP's purchase of certain derivative securities on March 15, 2024. OIP will disgorge to the Issuer the statutory "profits" pursuant to Section 16(b) of the Exchange Act that resulted from such transactions.
F2: These securities are held of record by OIP. OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP and OrbiMed Israel GP Ltd. ("OrbiMed Israel") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power over the securities held by OIP and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Israel exercises investment and voting power through an investment committee comprised of Carl L. Gordon and Erez Chimovits.
F3: Each of OrbiMed Israel, OrbiMed BioFund, Carl L. Gordon, and Erez Chimovits disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.