BiomX Inc. — Director's Dealing 2024

Mar 20, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BiomX Inc. (PHGE)
CIK: 0001739174
Period of Report: 2024-03-15

Reporting Person: Flynn James E (Director, 10% Owner, Director by Deputization)
Reporting Person: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Mgmt V, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Mgmt HIF, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Private Design Fund V, L.P. (10% Owner, Director by Deputization)
Reporting Person: Deerfield Healthcare Innovations Fund II, L.P. (Director, 10% Owner, Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-15	Common Stock	A	3055049	—	Acquired	3055049	Indirect
2024-03-15	Common Stock	A	3055049	—	Acquired	3055049	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-15	Series X Non-Voting Convertible Preferred Stock	$	A	13490	Acquired		Common Stock (13490000)	Indirect
2024-03-15	Series X Non-Voting Convertible Preferred Stock	$	A	13490	Acquired		Common Stock (13490000)	Indirect
2024-03-15	Series X Non-Voting Convertible Preferred Stock	$	A	40350	Acquired		Common Stock (40350000)	Indirect
2024-03-15	Series X Non-Voting Convertible Preferred Stock	$	A	40350	Acquired		Common Stock (40350000)	Indirect

Footnotes

F1: The shares of Common Stock and Merger Preferred Shares (as defined below) reported herein were acquired by Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). The acquisition or deemed acquisition of such securities and the Merger Warrants (as defined below) and any shares of Common Stock that may be acquired upon conversion or exercise of the Merger Preferred Shares or the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer (the "Merger Preferred Shares") and (iii) warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants"). The Merger Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholder is obtained. Accordingly, the Merger Warrants are not reported herein.

F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P.

F4: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F5: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation.

F6: On March 15, 2024, each Fund purchased 40,350 shares (the "PIPE Preferred Shares") of Series X Preferred Stock and warrants to purchase 20,175,000 Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). The Private Placement Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholders is obtained. Accordingly, the Private Placement Warrants are not reported herein. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon conversion or exercise of the PIPE Preferred Shares or the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.