Item 1 Comment:
This Amendment No. 4 (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 and 3 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. |
| (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: 9.99%*
(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: 9.99%*
(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: 9.99%*
(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: 9.99%*
(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) 1,593,516 shares of Common Stock outstanding as of February 3, 2026, as set forth in the Preliminary Proxy Statement of the Company, filed by the Company with the Securities and Exchange Commission on February 3, 2026, and also reflects 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. |
