0000947871-24-000498.txt : 20240520 0000947871-24-000498.hdr.sgml : 20240520 20240520163938 ACCESSION NUMBER: 0000947871-24-000498 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240515 FILED AS OF DATE: 20240520 DATE AS OF CHANGE: 20240520 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: 24965207 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: 24965208 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: 24965209 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: 24965206 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 2024-05-15 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 Common Stock 2024-05-15 4 X 0 9280408 0.244 A 13797997 I See footnotes Common Stock 2024-05-15 4 S 0 24344 0.3812 D 13773653 I See footnotes Warrants (Right to Buy) 0.244 2024-05-15 4 X 0 9280408 0 D 2023-05-04 2033-05-04 Common Stock 9280408 0 I See footnotes 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. 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. 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. /s/ Carl L. Gordon 2024-05-20 /s/ Erez Chimovits 2024-05-20 /s/ Carl L. Gordon, Director, OrbiMed Israel GP Ltd. 2024-05-20 /s/ Carl L. Gordon, Director, OrbiMed Israel BioFund GP Limited Partnership 2024-05-20