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