0000947871-24-000289.txt : 20240319
0000947871-24-000289.hdr.sgml : 20240319
20240319210646
ACCESSION NUMBER: 0000947871-24-000289
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240315
FILED AS OF DATE: 20240319
DATE AS OF CHANGE: 20240319
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GORDON CARL L
CENTRAL INDEX KEY: 0001282930
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38762
FILM NUMBER: 24766051
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Israel GP Ltd.
CENTRAL INDEX KEY: 0001569590
ORGANIZATION NAME:
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38762
FILM NUMBER: 24766052
BUSINESS ADDRESS:
STREET 1: 89 MEDINAT HAYEHUDIM STREET, 11TH FLOOR
CITY: HERZLIYA
STATE: L3
ZIP: 46766
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Israel BioFund GP Limited Partnership
CENTRAL INDEX KEY: 0001569821
ORGANIZATION NAME:
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38762
FILM NUMBER: 24766053
BUSINESS ADDRESS:
STREET 1: 89 MEDINAT HAYEHUDIM STREET, 11TH FLOOR
CITY: HERZLIYA
STATE: L3
ZIP: 46766
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 1022-4629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chimovits Erez
CENTRAL INDEX KEY: 0001706399
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38762
FILM NUMBER: 24766050
MAIL ADDRESS:
STREET 1: P.O. BOX 4023
CITY: HERZLIYA PITUACH
STATE: L3
ZIP: 4614001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BiomX Inc.
CENTRAL INDEX KEY: 0001739174
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 22 EINSTEIN ST., 4TH FLOOR
CITY: NESS ZIONA
STATE: L3
ZIP: 7414003
BUSINESS PHONE: (972) 72 394 2377
MAIL ADDRESS:
STREET 1: 22 EINSTEIN ST., 4TH FLOOR
CITY: NESS ZIONA
STATE: L3
ZIP: 7414003
FORMER COMPANY:
FORMER CONFORMED NAME: Chardan Healthcare Acquisition Corp.
DATE OF NAME CHANGE: 20180430
4
1
ownership.xml
X0508
4
2024-03-15
0
0001739174
BiomX Inc.
PHGE
0001569821
OrbiMed Israel BioFund GP Limited Partnership
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.
HERZLIYA PITUACH
L3
46686
ISRAEL
0
0
1
0
0001569590
OrbiMed Israel GP Ltd.
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.
HERZLIYA PITUACH
L3
46686
ISRAEL
0
0
1
0
0001282930
GORDON CARL L
C/O ORBIMED ISRAEL GP LTD.
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.
HERZLIYA PITUACH
L3
46686
ISRAEL
0
0
1
0
0001706399
Chimovits Erez
C/O ORBIMED ISRAEL GP LTD.
5 HAHOSHLIM STREET, BUILDING B, 1ST FL.
HERZLIYA PITUACH
L3
46686
ISRAEL
0
0
1
0
0
Series X Preferred Stock
2024-03-15
4
P
0
4327
A
Common Stock
4327000
4327
I
See footnotes
Warrants (Right to Buy)
0.2311
2024-03-15
4
P
0
2163500
A
Common Stock
2163500
2163500
I
See footnotes
These shares of the Issuer's Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") were purchased from the Issuer in a private placement. Each share of Series X Preferred Stock is automatically convertible into 1,000 shares of the Issuer's common stock at 5:00 p.m. Eastern time on the fourth business day after the date the Issuer's stockholders approve the conversion of the Series X preferred Stock into shares of the Issuer's common stock (the "Stockholder Approval") or at any time at the option of the holder following 5:00 p.m. Eastern time on the third business day after the date the Stockholder Approval is obtained.
The conversion of the Series X Preferred Stock into shares of the Issuer's common stock is subject to an issuance limitation that prohibits the holder from converting the shares of Series X Preferred Stock into shares of the Issuer's common stock to the extent that after giving effect to such issuance after conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the Reporting Persons) would beneficially own in excess of 19.9% of the shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock issued upon conversion of the shares of Series X Preferred Stock (the "Beneficial Ownership Limitation").
These warrants to purchase shares of the Issuer's common stock were purchased from the Issuer in a private placement. The warrants are exercisable for one share of the Issuer's common stock per warrant at any time following the Stockholder Approval, subject to the Beneficial Ownership Limitation, and expire on the 24-month anniversary of the date on which they are first exercisable.
These securities are held of record by OrbiMed Israel Partners Limited Partnership ("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.
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 Securities Exchange Act of 1934, as amended (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.
/s/ Carl L. Gordon
2024-03-19
/s/ Erez Chimovits
2024-03-19
/s/ Carl L. Gordon, Director, OrbiMed Israel GP Ltd.
2024-03-19
/s/ Carl L. Gordon, Director, OrbiMed Israel BioFund GP Limited Partnership
2024-03-19