0000950170-24-036452.txt : 20240326 0000950170-24-036452.hdr.sgml : 20240326 20240326163017 ACCESSION NUMBER: 0000950170-24-036452 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240316 FILED AS OF DATE: 20240326 DATE AS OF CHANGE: 20240326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cystic Fibrosis Foundation CENTRAL INDEX KEY: 0001957515 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38762 FILM NUMBER: 24784044 BUSINESS ADDRESS: STREET 1: 4550 MONTGOMERY STREET STREET 2: SUITE 1100N CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-951-4422 MAIL ADDRESS: STREET 1: 4550 MONTGOMERY STREET STREET 2: SUITE 1100N CITY: BETHESDA STATE: MD ZIP: 20814 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 3 1 ownership.xml 3 X0206 3 2024-03-16 0 0001739174 BiomX Inc. PHGE 0001957515 Cystic Fibrosis Foundation 4550 MONTGOMERY AVE. SUITE 1100N BETHESDA MD 20814 false false true false Common Stock, par value $0.0001 per share 4552315 D Series X Preferred Stock Common Stock 21635000 D Warrant to purchase common stock 0.2311 Common Stock 10817500 D Warrant to purchase common stock 0.001 Common Stock 4778265 D 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"). This warrant to purchase shares of the Issuer's common stock was purchased from the Issuer in a private placement. The warrant is exercisable at any time following the Stockholder Approval, subject to the Beneficial Ownership Limitation, and expires on the 24-month anniversary of the date on which it is first exercisable. This warrant to purchase shares of the Issuer's common stock was purchased from the Issuer in a private placement. Upon issuance, the warrant contained a prohibition on exercise if, after such exercise, the Reporting Person would beneficially own more than 9.99% of the number of shares of common stock then issued and outstanding, which limitation could be increased with 61 days' prior notice. The Reporting Person provided notice to the Issuer on March 15, 2024 that it increased this limitation to the Beneficial Ownership Limitation effective upon the 61st day following delivery of such notice. The warrant does not expire. /s/ Ania Howell Vice President, Financial Services 2024-03-26