Deerfield’s 9.99% BiomX (PHGE) stake and board resignation detail

Rhea-AI Filing Summary

Deerfield-managed funds have updated their ownership and governance relationship with BiomX Inc. In this Schedule 13D amendment, Deerfield Private Design Fund V, Deerfield Healthcare Innovations Fund II and related management entities report beneficial ownership of 989,056 shares of BiomX common stock, representing 9.99% of the outstanding shares based on 1,593,516 shares outstanding as of February 3, 2026.

The position includes 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” that caps how many shares can be held after conversion or exercise. The filing also notes that Jonathan Leff, a partner of Deerfield Management, resigned from BiomX’s board of directors effective February 9, 2026. The reporting persons state that no transactions in BiomX common stock were effected during the past 60 days.

Insights

Equity ownership and governance analyst

Deerfield affirms a capped 9.99% BiomX stake and a board exit.

The amendment shows Deerfield-affiliated funds beneficially owning 989,056 BiomX shares, or 9.99% of the common stock, including shares tied to Series X Preferred Stock, warrants and options. This positions Deerfield as a significant but sub-10% holder under U.S. reporting thresholds.

A key structural feature is the 9.99% Beneficial Ownership Limitation, which restricts conversions and warrant exercises so Deerfield’s group cannot exceed that ownership level based on outstanding shares as of February 3, 2026. This can temper potential near-term ownership increases from preferred or warrant exercises.

The filing also records the resignation of Jonathan Leff, a Deerfield partner, from BiomX’s board effective February 9, 2026. The amendment does not describe any related share sales, and it explicitly states that no reporting person traded BiomX common stock in the prior 60 days.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

02/09/2026

(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).

SCHEDULE 13D

CUSIP No. 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)

9.99 %

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 No. 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)

9.99 %

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 No. 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)

9.99 %

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 No. 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)

9.99 %

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 No. 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 No. 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. 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.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following: Jonathan Leff, a partner of Deerfield Management, resigned from the Issuer's board of directors effective February 9, 2026.
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: 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.
(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:	02/11/2026

Deerfield Mgmt V, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	02/11/2026

Deerfield Healthcare Innovations Fund II, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	02/11/2026

Deerfield Mgmt HIF II, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	02/11/2026

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	02/11/2026

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	02/11/2026

FAQ

What size stake in BiomX (PHGE) does Deerfield report in this amendment?

Deerfield-affiliated entities report beneficial ownership of 989,056 shares of BiomX common stock, equal to 9.99% of outstanding shares. This percentage is calculated using 1,593,516 shares outstanding as of February 3, 2026, and includes preferred, warrant and option-linked shares.

Which Deerfield funds are included as reporting persons for BiomX (PHGE)?

The amendment lists Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., their general partners, Deerfield Management Company, L.P., and James E. Flynn as reporting persons. Together they report shared voting and dispositive power over the disclosed BiomX shares.

What is the 9.99% Beneficial Ownership Limitation mentioned for BiomX (PHGE)?

The filing describes a 9.99% Beneficial Ownership Limitation that restricts conversion of Series X Preferred Stock and exercise of warrants. These instruments cannot be converted or exercised if doing so would cause the holder’s group to own more than 9.99% of BiomX common stock outstanding.

Did Deerfield report any recent trading in BiomX (PHGE) shares?

No. The amendment explicitly states that no reporting person has effected any transactions in BiomX common stock during the past 60 days. The ownership update reflects existing common, preferred, warrant and option positions rather than newly executed market trades.

What governance change at BiomX (PHGE) is disclosed in this Schedule 13D amendment?

The filing notes that Jonathan Leff, a partner of Deerfield Management, resigned from BiomX’s board of directors effective February 9, 2026. The amendment updates the purpose-of-transaction section to reflect this change in board representation linked to Deerfield.

How is Deerfield Management’s 9.99% BiomX (PHGE) stake constructed?

Deerfield Management’s reported 989,056 shares comprise common stock, shares underlying Series X Preferred Stock, and shares underlying warrants held by the Deerfield funds, plus 522 shares issuable upon exercise of options held by Jonathan Leff for Deerfield Management’s benefit.