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