Deerfield funds (PHGE) report capped 9.99% beneficial stake in BiomX

Rhea-AI Filing Summary

Deerfield-affiliated funds filed Amendment No. 5 to their Schedule 13D on BiomX Inc., updating reported ownership percentages after an increase in BiomX’s outstanding common shares. Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. each report beneficial ownership of 494,267 shares, or 5.64% of the common stock.

Deerfield Management Company, L.P. and James E. Flynn each report beneficial ownership of 989,056 shares, representing 9.99% of the outstanding common stock. These positions include common shares, shares issuable upon conversion of Series X Preferred Stock, and shares underlying currently exercisable warrants, all subject to a 9.99% Beneficial Ownership Limitation.

The filing notes no transactions in BiomX common stock by the reporting persons during the past 60 days and explains that the percentage change arises solely from changes in the number of BiomX shares outstanding.

Key Figures

Fund beneficial ownership: 494,267 shares (5.64%) Aggregate Deerfield/Flynn ownership: 989,056 shares (9.99%) Shares outstanding baseline: 8,766,516 shares +5 more

8 metrics

Fund beneficial ownership 494,267 shares (5.64%) Reported by each of Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P.

Aggregate Deerfield/Flynn ownership 989,056 shares (9.99%) Reported by Deerfield Management Company, L.P. and James E. Flynn

Shares outstanding baseline 8,766,516 shares BiomX common stock outstanding used to calculate ownership percentages

Common shares held directly 65,635 shares Common stock component of each relevant fund’s beneficial ownership

Series X Preferred conversions 252,406 shares Common shares issuable upon conversion of 47,957 Series X Preferred shares

Warrant shares 176,226 shares Common shares underlying currently exercisable warrants subject to Beneficial Ownership Limitation

Beneficial Ownership Limitation 9.99% Cap on ownership from Series X Preferred conversions and warrant exercises

Options for Deerfield benefit 522 shares Common shares issuable upon exercise of options held by Jonathan Leff for Deerfield Management

Key Terms

Beneficial Ownership Limitation, Series X Preferred Stock, Schedule 13D, warrants, +2 more

6 terms

Beneficial Ownership Limitation regulatory

"the number of shares of Common Stock then outstanding (the "Beneficial Ownership Limitation")"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Series X Preferred Stock financial

"shares of Common Stock issuable upon conversion of 47,957 shares of Series X Preferred Stock"

Schedule 13D regulatory

"This Amendment No. 5 (this "Amendment") to amends the filed by"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

warrants financial

"an aggregate of 176,226 shares of Common Stock underlying warrants that are currently exercisable"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Section 13(d) "group" regulatory

"any other person or entities with which such holder would constitute a Section 13(d) "group""

beneficially owned regulatory

"the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons reflects"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

BiomX Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09090D509

(CUSIP Number)

Deerfield Management Company
345 Park Avenue South, 12th Floor,
New York, NY, 10010
212-551-1600

Jonathan D. Weiner, Esq.
Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
New York, NY, 10020
212-940-8800

Mark D. Wood, Esq.
Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
New York, NY, 10020
212-940-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Deerfield Private Design Fund V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 494,267.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 494,267.00

11

Aggregate amount beneficially owned by each reporting person

494,267.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.64 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The number of shares of Common Stock beneficially owned by the Reporting Person consists of (i) 65,635 shares of Common Stock, (ii) an aggregate of 252,406 shares of Common Stock issuable upon conversion of 47,957 shares of Series X Preferred Stock (subject to the Beneficial Ownership Limitation (as defined below)) and (iii) an aggregate of 176,226 shares of Common Stock underlying warrants that are currently exercisable (subject to the Beneficial Ownership Limitation). The terms of the Series X Preferred Stock and provisions of the warrants restrict the conversion of such shares or the exercise of such warrants, as applicable, to the extent that, upon such conversion or exercise, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Beneficial Ownership Limitation"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of Series X Preferred Stock and the exercise of such warrants to the extent that upon such conversion or exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Beneficial Ownership Limitation.

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Deerfield Mgmt V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 494,267.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 494,267.00

11

Aggregate amount beneficially owned by each reporting person

494,267.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.64 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants or that will become issuable upon conversion of shares of Series X Preferred Stock held by, Deerfield Private Design Fund V, L.P. See Footnote 1.

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Deerfield Healthcare Innovations Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 494,267.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 494,267.00

11

Aggregate amount beneficially owned by each reporting person

494,267.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.64 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The number of shares of Common Stock beneficially owned by the Reporting Person consists of (i) 65,635 shares of Common Stock, (ii) an aggregate of 252,406 shares of Common Stock issuable upon conversion of 47,957 shares of Series X Preferred Stock (subject to the Beneficial Ownership Limitation (as defined below)) and (iii) an aggregate of 176,226 shares of Common Stock underlying warrants that are currently exercisable (subject to the Beneficial Ownership Limitation). The terms of the Series X Preferred Stock and provisions of the warrants restrict the conversion of such shares or the exercise of such warrants, as applicable, to the extent that, upon such conversion or exercise, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 9.99% of the total number of shares of Common Stock then outstanding (the "Beneficial Ownership Limitation"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of Series X Preferred Stock and the exercise of such warrants to the extent that upon such conversion or exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Beneficial Ownership Limitation.

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Deerfield Mgmt HIF II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 494,267.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 494,267.00

11

Aggregate amount beneficially owned by each reporting person

494,267.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.64 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants or that will become issuable upon conversion of shares of Series X Preferred Stock held by, Deerfield Healthcare Innovations Fund II, L.P. See Footnote 3.

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

Deerfield Management Company, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 989,056.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 989,056.00

11

Aggregate amount beneficially owned by each reporting person

989,056.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Comprised of (i) shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants or that will become issuable upon conversion of shares of Series X Preferred Stock held by, Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P (see Footnotes 1 and 3); and (ii) 522 shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management Company, L.P.

SCHEDULE 13D

CUSIP Number(s): 09090D509

1

Name of reporting person

James E. Flynn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 989,056.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 989,056.00

11

Aggregate amount beneficially owned by each reporting person

989,056.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Comprised of (i) shares of Common Stock held by, and shares of Common Stock issuable upon exercise of warrants or that will become issuable upon conversion of shares of Series X Preferred Stock held by, Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P (see Footnotes 1 and 3); and (ii) 522 shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management Company, L.P.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: BiomX Inc.
(c)	Address of Issuer's Principal Executive Offices: 850 NEW BURTON ROAD, SUITE 201, DOVER, DELAWARE , 19904.
Item 1 Comment: This Amendment No. 5 (this "Amendment") to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Private Design Fund V, L.P. ("Deerfield Private Design V"), (ii) Deerfield Mgmt V, L.P. ("Deerfield Mgmt V") (iii) Deerfield Healthcare Innovations Fund II, L.P. ("Deerfield HIF II"), (iv) Deerfield Mgmt HIF II, L.P. ("Deerfield Mgmt HIF II"), (v) Deerfield Management Company, L.P. ("Deerfield Management"), and (vi) James E. Flynn, a natural person ("Flynn," and collectively with Deerfield Management, Deerfield Private Design V, Deerfield Mgmt V, Deerfield HIF II, Deerfield Mgmt HIF II, the "Reporting Person"), with respect to the Common Stock of BiomX Inc., as previously amended by Amendment Nos. 1, 2, 3 and 4 thereto (such Schedule 13D, as so amended, the "Schedule 13D"). Deerfield Private Design V and Deerfield HIF II are referred to herein, collectively, as the "Funds" and each as a "Fund." Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D. The purpose of this Amendment is to report a change in the percentage of the Company's outstanding common stock beneficially owned by the Reporting Persons solely as a result of a change in the number of shares of the Company's common stock outstanding.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows: (1) Deerfield Mgmt V, L.P. Number of shares: 494,267 (comprised of shares of Common Stock, shares of Common Stock underlying Series X Preferred Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Private Design Fund V, L.P.) Percentage of Shares: 5.64%* (2) Deerfield Private Design Fund V, L.P. Number of shares: 494,267 (comprised of shares of Common Stock, shares of Common Stock underlying Series X Preferred Stock and shares of Common Stock underlying warrants,) Percentage of Shares: 5.64%* (3) Deerfield Mgmt HIF II, L.P., L.P. Number of shares: 494,267 (comprised of shares of Common Stock, shares of Common Stock underlying Series X Preferred Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Healthcare Innovations Fund II, L.P.) Percentage of Shares: 5.64%* (4) Deerfield Healthcare Innovations Fund II, L.P. Number of shares: 494,267 (comprised of shares of Common Stock, shares of Common Stock underlying Series X Preferred Stock and shares of Common Stock underlying warrants) Percentage of Shares: 5.64%* (5) Deerfield Management Number of shares: 989,056 (comprised of (i) shares of Common Stock, shares of Common Stock underlying Series X Preferred Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. and (ii) shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management) Percentage of Shares: 9.99%* (6) Flynn Number of shares: 989,056 (comprised of(i) shares of Common Stock, shares of Common Stock underlying Series X Preferred Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. and (ii) shares of Common Stock issuable upon exercise of options held by Jonathan Leff for the benefit, and at the direction, of Deerfield Management) Percentage of Shares: 9.99%* *Throughout this report, the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons reflects (i) 8,766,516 shares of Common Stock outstanding, based on 6,543,516 shares of Common Stock outstanding as of March 23, 2026, as set forth in the Definitive Proxy Statement of the Company, filed by the Company with the Securities and Exchange Commission (the "SEC") on March 25, 2026, plus 1,300,000 shares of Common Stock issued by the Company on April 10, 2026, as set forth in the Company's Current Report on Form 8-K filed with the SEC on April 10, 2026, plus 923,000 shares of Common Stock issued by the Company on April 13, 2026, as set forth in the Company's Current Report on Form 8-K filed with the SEC on April 13, 2026, and (ii) the Beneficial Ownership Limitation.
(b)	(1) Deerfield Mgmt V, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 494,267 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 494,267 (2) Deerfield Private Design Fund V, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 494,267 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 494,267 (3) Deerfield Mgmt HIF II, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 494,267 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 494,267 (4) Deerfield Healthcare Innovations Fund II, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 494,267 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 494,267 (5) Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 989,056 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 989,056 (6) Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 989,056 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 989,056 Flynn is the sole manager of the general partner of each of Deerfield Mgmt V and Deerfield Mgmt HIF II and Deerfield Management. Deerfield Mgmt V is the general partner of Deerfield Private Design Fund V, L.P.; Deerfield Mgmt HIF II is the general partner of Deerfield Healthcare Innovations Fund II, L.P.; and Deerfield Management is the investment manager of each Fund. Each Fund purchases, holds and sells securities and other investment products. Schedule A hereto sets forth information regarding persons referred in Instruction C to Schedule 13D.
(c)	No Reporting Person has effected any transactions in the Common Stock during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Deerfield Private Design Fund V, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	04/15/2026

Deerfield Mgmt V, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	04/15/2026

Deerfield Healthcare Innovations Fund II, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	04/15/2026

Deerfield Mgmt HIF II, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	04/15/2026

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	04/15/2026

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	04/15/2026

FAQ

What ownership stake in BiomX Inc. (PHGE) does Deerfield now report?

Deerfield Management Company, L.P. and James E. Flynn each report beneficial ownership of 989,056 BiomX common shares, representing 9.99% of the outstanding class. Two affiliated funds each report 494,267 shares, or 5.64%, reflecting common stock, Series X Preferred conversions, and warrant shares.

Why did Deerfield file Amendment No. 5 to its Schedule 13D on BiomX (PHGE)?

Amendment No. 5 was filed to update Deerfield’s reported ownership percentages in BiomX common stock. The change results solely from an increase in the number of BiomX shares outstanding, not from new purchases or sales by the reporting persons over the last 60 days.

How is Deerfield’s BiomX (PHGE) position of 989,056 shares constructed?

The 989,056 shares reported by Deerfield Management and James E. Flynn comprise common stock, shares issuable upon conversion of Series X Preferred Stock, shares underlying currently exercisable warrants, and 522 shares issuable upon exercise of options held by Jonathan Leff for Deerfield’s benefit and direction.

What is the Beneficial Ownership Limitation mentioned for BiomX (PHGE)?

The Beneficial Ownership Limitation restricts conversions of Series X Preferred Stock and exercises of warrants so that the holder and its affiliates do not own more than 9.99% of BiomX’s outstanding common stock. Deerfield expressly disclaims beneficial ownership above this 9.99% threshold due to these contractual limits.

Did Deerfield trade BiomX Inc. (PHGE) shares in the last 60 days?

No. The filing explicitly states that no reporting person has effected any transactions in BiomX common stock during the past 60 days. The updated ownership percentages arise from changes in BiomX’s total shares outstanding, not from additional buying or selling activity by Deerfield entities.

How many BiomX (PHGE) shares are outstanding for these percentage calculations?

Ownership percentages are based on 8,766,516 BiomX common shares outstanding. This figure combines 6,543,516 shares as of March 23, 2026, plus 1,300,000 shares issued on April 10, 2026, and 923,000 shares issued on April 13, 2026, as disclosed in company SEC filings.

What types of BiomX (PHGE) securities do the Deerfield funds hold?

The Deerfield funds’ reported holdings include 65,635 BiomX common shares, 252,406 common shares issuable upon conversion of 47,957 Series X Preferred shares, and 176,226 common shares underlying currently exercisable warrants. Conversions and exercises are constrained by the 9.99% Beneficial Ownership Limitation on total common stock ownership.