BiomX Inc. — Major Shareholding Notification 2018

Dec 21, 2018

SC 13G 1 formsc-13g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. N/A)*

Chardan Healthcare Acquisition Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

15957A207

(CUSIP Number)

December 14, 2018

(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)

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*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 the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. 15957A207

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | RTW
Investments, LP |
| 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,
United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 600,000 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 600,000 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 600,000 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.86% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN,
OO, IA |

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CUSIP No. 15957A207

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | RTW
Master Fund, Ltd. |
| 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 |
| | Cayman
Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 500,202 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 500,202 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 500,202 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.72% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | CO |

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CUSIP No. 15957A207

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Roderick
Wong |
| 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 |
| | United
States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 600,000 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 600,000 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 600,000* |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.86% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | IN,
HC |

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| Item
1. | (a). | Name
of Issuer: Chardan
Healthcare Acquisition Corp. |
| --- | --- | --- |
| | (b). | Address
of issuer’s principal executive offices: |
| | | 17
State, Street, 21 st Floor |
| | | New
York, NY 10004 |
| Item
2. | (a). | Name
of person filing: |
| | | RTW
Investments, LP |
| | | RTW
Master Fund, Ltd. |
| | | Roderick
Wong |
| | (b). | Address
or principal business office or, if none, residence: |
| | | R TW
I n vestments, LP 412 W e st 1 5 t h
Street, Floor 9 |
| | | New Y o rk,
New Y o rk
1 0 011 |
| | | R TW
Master Fun d , Ltd. c/o
Intertrust Corporate Services (Cayman) Limited |
| | | 190
Elgin Avenue |
| | | G e o r g et o wn |
| | | Grand
Cayman KY1-9001 |
| | | C a y m a n I s la n d s |
| | | Roderick
Wong |
| | | c/o
RTW Investments, LP 412 W e st 1 5 t h
Street, Floor 9 |
| | | New
York, New York 10011 |
| | (c). | Citizenship: |
| | | RTW
Investments, LP – Delaware |
| | | R TW
Master Fun d , Ltd. – Cayman Islan d s |
| | | Roderick
Wong – United States of America |
| | (d). | Title
of class of securities: |
| | | Common
Stock, par value $0.0001 per share |
| | (e). | CUSIP
No.: |
| | | 15957A207 |

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| 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 |
| --- | --- |
| | N/A |
| Item
4. | Ownership. |
| | Provide
the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1. |

| (a) | Amount
beneficially owned: |
| --- | --- |
| | R TW
Investments, LP – 600,000 |
| | R TW
Master Fu n d , Lt d .
– 500,202 |
| | Roderick W ong – 600,000 |
| (b) | Percent
of class: |
| | RTW
Investments, LP – 6.86% |
| | R TW
Master Fu n d , Lt d .
– 5.72% |
| | Roderick W ong – 6.86% |
| (c) | Number
of shares as to which the person has: |

| (i) | Sole
power to vote or to direct the vote |
| --- | --- |
| | RTW
Investments, LP – 0 R TW
M a ster Fund, Ltd. – 0 Roderick
Wong – 0 |
| (ii) | Shared
power to vote or to direct the vote |
| | R TW
Investments, LP – 600,000 R TW
Master Fu n d ,
Lt d . – 500,202 Roderick
Wong – 600,000 |
| (iii) | Sole
power to dispose or to direct the disposition of |
| | RTW
Investments, LP – 0 |
| | R TW
M a ster Fund, Ltd. – 0 |
| | Roderick
Wong – 0 |
| (iv) | Shared
power to dispose or to direct the disposition of |
| | R TW
Investments, LP – 600,000 |
| | R TW
Master Fu n d , Lt d .
– 500,202 |
| | Roderick W ong – 600,000 |

• The shares of common stock, par value $0.0001 per share (the "Shares"), of Chardan Healthcare Acquisition Corp. a blank check company incorporated in the State of Delaware (the “Issuer”), reported herein are held in the form of units (the “Units”). Each Unit consists of one share of common stock and one redeemable warrant. Each warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock. Each warrant will become exercisable on the later of the completion of an initial business combination, (“Initial Business Combination”), as described in more detail in the Issuer’s prospectus filed with the SEC on December 14, 2018 (the “Prospectus”), or 12 months from the date of the Prospectus, and will expire five years after the completion of an Initial Business Combination, or earlier upon redemption. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) share of common stock.

The Units are held by RTW Master Fund, Ltd. and one or more other funds (together the "Funds"), which are managed by RTW Investments, LP (the "Adviser"). The Adviser, in its capacity as the investment manager of Funds, has the power to vote and the power to direct the disposition of all Units held by the Funds. Roderick Wong is the Managing Partner of the Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own an aggregate of 600,000 Shares, or 6.86% of the 8,750,000 Shares that were issued and outstanding following the issuance made pursuant to the Prospectus.

This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

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| I t em
5. | Ownersh i p
of Five Percent o r Less of a Class. |
| --- | --- |
| | If
this s t atement is being fil e d
to report the fact that as of the date hereof the reporting person h a s ceased
to be the beneficial owner o f m o re
than five perce n t of t h e class of
securities, c h eck the f o llowing [ ]. |
| | N/A |
| I t em
6. | Ownersh i p
of M o re T h an F i ve
Percent on B e h alf
of An o ther Perso n . |
| | If
any other person is known to have t h e right to receive or the power to direct
the receipt of div i dends from, or the proceeds from the sale of, such securities,
a statement to that e f fect should be included in r e sponse
to this item and, if such in t erest rela t es
to more t h an 5 pe r cent of the class,
such person sh o u ld b e
i d ent i fie d .
A listi n g of t h e s h areh o lders
of a n in v e s t me n t c o m p an y re g i stere d u nde r t h e In v e s t men t C ompan y Act o f 1 9 4 0 o r t h e bene fi ciar i es o f emp l oye e bene fit pla n , pe n s i o n f u n d o r e n do w me n t fu n d i s n o t re q ui r ed. |
| | N/A |
| I t em
7. | I d e n tificati o n
and C l assificati o n of t h e
Su b sidiary Wh i ch Acq u ired
t h e Security B eing Re p o r t ed
on by t h e Parent H o l d i n g
C o m p a n y
or C o nt r o l P ers on . |
| | If a
parent ho l di n g company or contr o l
person has fi l ed this sched u le,
p u rsua n t to Ru l e 1 3d-1( b ) ( 1 )(ii)(G),
so i n dicate un d er Item 3( g )
and at t ach an e x hi b it
stati n g the i d e n ti t y
a n d the Item 3 classific a tion of
t h e r elevant sub s idiar y . I f
a pare n t ho l di n g
c o m p any or c o ntr o l
per s o n has filed t h is
sch e du l e p u rs u a n t
to R u le 1 3d-1(c) or R u le
13 d -1( d ), attach an exh i bit
stat i ng t h e i d ent i ficat i on
of t h e rele v ant
subsi d iar y. |
| | N/A |
| I t e m 8 . | I d e n ti f icati o n an d C l assi fi cati o n o f Membe rs o f t h e Gr o up. |
| | If
a group h as f i led t h is
sche d u le pursuant to § 24 0 . 1 3d-1(b)( 1 ) ( ii)(J),
so in d icate un d er Item 3( j )
and attach an e x hib i t stating the
identity and I t em 3 class i ficat i on
of each member of the group. If a group h a s filed t h is
schedu l e pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the ide n tity of each mem b er of the
group. |
| | N/A |
| I t e m 9 . | N o tic e o f D i ss o l ut i o n o f G r o up. |
| | N o tice
of d i ss o lut i on
of a group may be f u rn i s h ed
as an ex h ib i t s t a t ing t h e date of t h e d iss o lu t ion
a n d that all f u r t her
fi l in g s w i th
respect t o tra n sact i ons
in t h e security reported on will be f i led,
if re q u ired, b y
members of t h e gr o up,
in the i r individual capacit y . See
Item 5. |
| | N/A |
| Item
10. | Certific a tion. |
| | 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. |

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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.

Dated: December 21, 2018

| RTW
Investments, LP | |
| --- | --- |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Managing Partner |
| RTW Master Fund, Ltd. | |
| By: | /s/
Roderick Wong |
| | Roderick Wong, Director |
| Roderick
Wong | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Individually |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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Exhibit 1

JOINT FILING STATEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, par value $0.0001 per share of Chardan Healthcare Acquisition Corp., together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

Dated: December 21, 2018

RTW Investments, LP
By:	/s/
Roderick Wong
	Roderick
Wong, Managing Partner
RTW Master Fund, Ltd.
By:	/s/
Roderick Wong
	Roderick
Wong, Director
Roderick Wong
By:	/s/
Roderick Wong
	Roderick
Wong, Individually

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