BiomX Inc.
1.00%
276,150
1739174
09090D103
Jun 17, 2025
Jun 23, 2025, 05:08 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ISRAEL GP LTD. | CO | 1.00% | 276,150 | 0 | 276,150 |
| ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP | Partnership | 1.00% | 276,150 | 0 | 276,150 |
| GORDON CARL L | Individual | 1.00% | 276,150 | 0 | 276,150 |
| CHIMOVITS EREZ | Individual | 1.00% | 276,150 | 0 | 276,150 |
Disclosure Items (7)
Common stock, par value $0.0001 per share
BiomX Inc.
22 Einstein St., Ness Ziona, L3, 7414003
OrbiMed Israel, a corporation organized under the laws of Israel. OrbiMed BioFund, a limited partnership organized under the laws of Israel. Carl L. Gordon, a United States citizen. Erez Chimovits, an Israeli citizen.
5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686.
OrbiMed Israel is the general partner of certain entities more particularly described in Item 6 below. OrbiMed BioFund is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a Director of OrbiMed Israel. Erez Chimovits is a Director of OrbiMed Israel.
Not applicable.
Item 2(a) is incorporated herein by reference.
Not applicable.
The following disclosure is based upon 26,452,461 Shares outstanding, which amounts includes 26,176,311 Shares as of May 11, 2025 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025 and gives effect to an additional 276,150 Shares issuable upon conversion of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") and certain warrants to purchase Shares ("Warrants") held by the Reporting Persons. As of the date of this filing, OIP holds an aggregate of 276,150 Shares issuable upon conversion of 223 Series X Preferred Stock and 2,538,500 Warrants. OrbiMed BioFund is the general partner of OIP pursuant to the terms of the limited partnership agreement of OIP, and OrbiMed Israel is the general partner of OrbiMed BioFund pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. OrbiMed Israel exercises this investment power through an investment committee comprised of Gordon and Chimovits. As a result, OrbiMed Israel, OrbiMed BioFund, Gordon, and Chimovits share the power to direct the vote and disposition of the Shares, Series X Preferred Stock, and Warrants held by OIP, and OrbiMed Israel, OrbiMed BioFund, Gordon, and Chimovits may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares, Series X Preferred Stock, and Warrants held by OIP. In addition, OrbiMed Israel and OrbiMed BioFund, pursuant to their authority under the limited partnership agreement of OIP, caused OIP to enter into the agreements referred to in Item 6 below.
Item 5(a) is incorporated by reference herein.
On June 18, 2025, OIP sold 1,787,767 Shares at a price of $0.34 per Share.
Not applicable.
As of June 18, 2025, the Reporting Persons are believed to have ceased to be the beneficial owners of more than five percent of the outstanding Shares.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed BioFund is the general partner of OIP pursuant to the terms of the limited partnership agreement of OIP. OrbiMed Israel is the general partner of OrbiMed BioFund pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. Pursuant to these agreements and relationships, OrbiMed BioFund has discretionary investment management authority with respect to the assets of OIP and such discretionary investment management authority is exercised through OrbiMed Israel by action of the investment committee. Such authority includes the power to vote and otherwise dispose of securities held by OIP. The aggregate number of outstanding Shares of the Issuer attributable to OIP is 276,150, issuable upon conversion of 223 Series X Preferred Stock and 2,538,500 Warrants. OrbiMed BioFund, as the general partner of OIP, may be considered to hold 276,150 Shares issuable upon conversion of 223 Series X Preferred Stock and 2,538,500 Warrants, and OrbiMed Israel, as the general partner of OrbiMed BioFund, may be considered to hold indirectly 276,150 Shares issuable upon conversion of 223 Series X Preferred Stock and 2,538,500 Warrants. Additionally, OIP and certain other stockholders of the Issuer are party to certain other agreements with the Issuer, summaries of which are set forth at Item 6 of Amendment No. 1 and Amendment No. 3.
1. Joint Filing Agreement among OrbiMed Israel GP Ltd., OrbiMed Israel BioFund GP Limited Partnership, Carl L. Gordon, and Erez Chimovits. 2. Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on February 22, 2023 (File No. 001-38762)). https://www.sec.gov/Archives/edgar/data/1739174/000121390023013615/ea174091ex10-2_biomxinc.htm 3. Form of Support Agreement (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the SEC on March 6, 2024 (File No. 001-38762)). https://www.sec.gov/Archives/edgar/data/1739174/000121390024020282/ea0201229ex99-1_biomx.htm 4. Form of Registration Rights Agreement, dated as of March 6, 2024, by and among the Issuer and certain purchasers (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on March 6, 2024 (File No. 001-38762)). https://www.sec.gov/Archives/edgar/data/1739174/000121390024020282/ea0201229ex10-2_biomx.htm