Deerfield funds report 8.09% BiomX (PHGE) ownership after warrant and preferred conversions

Rhea-AI Filing Summary

Deerfield-affiliated funds and James E. Flynn have updated their ownership disclosure in BiomX Inc. through Amendment No. 6 to Schedule 13D. The filing reflects recent warrant exercises and preferred stock conversions into common stock.

On May 27, 2026, each Deerfield fund exercised its Amended and Restated Warrant in full for 66,242 shares of common stock, paying an aggregate exercise price of $125.86 in cash using cash on hand. On May 28, 2026, each fund converted 47,957 shares of Series X Preferred Stock into 252,397 shares of common stock.

After these transactions, Deerfield Management Company, L.P. and Flynn each report beneficial ownership of 889,928 shares of BiomX common stock, representing 8.09% of the 10,783,794 shares of common stock outstanding, while each fund reports 444,703 shares, or 4.08%. Certain warrants remain subject to a 9.99% Beneficial Ownership Limitation, which caps additional exercises that would push their stake above that level.

Key Figures

Per-fund warrant exercise shares: 66,242 shares Per-fund warrant exercise price: $125.86 Preferred stock converted per fund: 47,957 shares +5 more

8 metrics

Per-fund warrant exercise shares 66,242 shares Amended and Restated Warrant exercise on May 27, 2026

Per-fund warrant exercise price <money>$125.86</money> Aggregate cash paid per fund for Pre-Funded Warrant Exercise Shares

Preferred stock converted per fund 47,957 shares Series X Preferred Stock converted on May 28, 2026

Common received per fund from conversion 252,397 shares Common stock from conversion of Series X Preferred Stock

Deerfield Management/Flynn holdings 889,928 shares BiomX common stock beneficially owned, 8.09% of class

Per-fund holdings 444,703 shares BiomX common and warrant shares per fund, 4.08% of class

Shares outstanding baseline 10,783,794 shares BiomX common stock outstanding used for ownership percentages

Ownership cap <percent>9.99%</percent> Beneficial Ownership Limitation on warrant exercises

Key Terms

Beneficial Ownership Limitation, Series X Preferred Stock, Amended and Restated Warrant, Schedule 13D, +2 more

6 terms

Beneficial Ownership Limitation regulatory

"The provisions of the warrants restrict the exercise of such warrants to the extent that... would exceed 9.99%... (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

"on May 28, 2026, each Fund converted 47,957 shares of Series X Preferred Stock held by such Fund into 252,397 shares of Common Stock."

Amended and Restated Warrant financial

"each Fund exercised its Amended and Restated Warrant (in full) for 66,242 shares of Common Stock"

Schedule 13D regulatory

"This Amendment No. 6 (this "Amendment") to amends the filed by... with respect to the Common Stock of BiomX Inc."

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.

open market transactions market

"All transactions reflected in Exhibit 99.10 to this Amendment were effected in open market transactions on the Nasdaq Global Market"

Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

Nasdaq Global Market market

"All transactions reflected in Exhibit 99.10 to this Amendment were effected in open market transactions on the Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

05/26/2026

(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 444,703.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 444,703.00

11

Aggregate amount beneficially owned by each reporting person

444,703.00

12

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

13

Percent of class represented by amount in Row (11)

4.08 %

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) 334,719 shares of Common Stock and (ii) an aggregate of 109,984 shares of Common Stock underlying warrants that are currently exercisable (subject to the Beneficial Ownership Limitation (as defined below)). The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such 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 the exercise of such warrants to the extent that upon such 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 444,703.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 444,703.00

11

Aggregate amount beneficially owned by each reporting person

444,703.00

12

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

13

Percent of class represented by amount in Row (11)

4.08 %

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 held by, Deerfield Private Design Fund V, L.P. See Comment to Type of Reporting Person for Deerfield Private Design Fund V, L.P.

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 444,703.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 444,703.00

11

Aggregate amount beneficially owned by each reporting person

444,703.00

12

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

13

Percent of class represented by amount in Row (11)

4.08 %

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) 334,719 shares of Common Stock and (ii) an aggregate of 109,984 shares of Common Stock underlying warrants that are currently exercisable (subject to the Beneficial Ownership Limitation (as defined below)). The provisions of the warrants restrict the exercise of such warrants to the extent that, upon such 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 the exercise of such warrants to the extent that upon such 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 444,703.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 444,703.00

11

Aggregate amount beneficially owned by each reporting person

444,703.00

12

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

13

Percent of class represented by amount in Row (11)

4.08 %

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 held by, Deerfield Healthcare Innovations Fund II, L.P. See Comment for Type of Reporting Person 3 for Deerfield Healthcare Innovations Fund II, L.P.

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 889,928.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 889,928.00

11

Aggregate amount beneficially owned by each reporting person

889,928.00

12

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

13

Percent of class represented by amount in Row (11)

8.09 %

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 held by, Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P (see Comment for Type of Reporting Person for each of Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P.); 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 889,928.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 889,928.00

11

Aggregate amount beneficially owned by each reporting person

889,928.00

12

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

13

Percent of class represented by amount in Row (11)

8.09 %

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 held by, Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P. (see Comment for Type of Reporting Person for each of Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P.); 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. 6 (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, 4 and 5 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: On May 27, 2026, each Fund exercised its Amended and Restated Warrant (in full) for 66,242 shares of Common Stock (the "Pre-Funded Warrant Exercise Shares"). Each Fund elected to pay the aggregate exercise price for its Pre-Funded Warrant Exercise Shares of $125.86, in cash, utilizing such Fund's cash on hand. In addition, on May 28, 2026, each Fund converted 47,957 shares of Series X Preferred Stock held by such Fund into 252,397 shares of Common Stock.
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: 444,703 (comprised of shares of Common Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Private Design Fund V, L.P.) Percentage of Shares: 4.08%* (2) Deerfield Private Design Fund V, L.P. Number of shares: 444,703 (comprised of shares of Common Stock and shares of Common Stock underlying warrants,) Percentage of Shares: 4.08%* (3) Deerfield Mgmt HIF II, L.P., L.P. Number of shares: 444,703 (comprised of shares of Common Stock and shares of Common Stock underlying warrants, in each case, held by Deerfield Healthcare Innovations Fund II, L.P.) Percentage of Shares: 4.08%* (4) Deerfield Healthcare Innovations Fund II, L.P. Number of shares: 444,703 (comprised of shares of Common Stock and shares of Common Stock underlying warrants) Percentage of Shares: 4.08%* (5) Deerfield Management Number of shares: 889,928 (comprised of (i) shares of Common 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: 8.09%* (6) Flynn Number of shares: 889,928 (comprised of (i) shares of Common 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: 8.09%* *Throughout this report, the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons reflects 10,783,794 shares of Common Stock outstanding, based on (i) 10,146,516 shares of Common Stock outstanding as of May 20, 2026, as set forth in the Company's Quarterly Report on Form 10-Q, filed by the Company with the Securities and Exchange Commission (the "SEC") on May 20, 2026, and (ii) an additional 637,278 shares of Common Stock issued to the Funds upon exercise of the Amended and Restated Warrants and the conversion of shares of Series X Preferred Stock, as disclosed in Item 3.
(b)	(1) Deerfield Mgmt V, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 444,703 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 444,703 (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: 444,703 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 444,703 (3) Deerfield Mgmt HIF II, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 444,703 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 444,703 (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: 444,703 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 444,703 (5) Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 889,928 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 889,928 (6) Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 889,928 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 889,928 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)	Transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 5 to the Schedule 13D are set forth on Exhibit 99.10 to this Amendment or disclosed in Item 3 to this Amendment. All transactions reflected in Exhibit 99.10 to this Amendment were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person's business.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following: Exhibit Index Exhibit 99.10 - Transactions in Securities

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:	05/28/2026

Deerfield Mgmt V, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	05/28/2026

Deerfield Healthcare Innovations Fund II, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	05/28/2026

Deerfield Mgmt HIF II, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	05/28/2026

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	05/28/2026

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	05/28/2026

FAQ

What percentage of BiomX (PHGE) does Deerfield now report owning?

Deerfield Management Company, L.P. and James E. Flynn each report beneficial ownership of 889,928 BiomX common shares, representing 8.09% of the 10,783,794 shares outstanding. Two affiliated funds each report 4.08% ownership, or 444,703 shares, including warrant-related shares.

What recent transactions in BiomX (PHGE) stock do the Deerfield funds disclose?

The Deerfield funds disclose exercising Amended and Restated Warrants and converting preferred stock. On May 27, 2026 each fund exercised warrants for 66,242 common shares, then on May 28, 2026 each converted 47,957 Series X Preferred shares into 252,397 common shares.

How many BiomX (PHGE) shares did Deerfield acquire through warrant exercises?

Each Deerfield fund exercised its Amended and Restated Warrant in full for 66,242 shares of BiomX common stock. The aggregate exercise price for these Pre-Funded Warrant Exercise Shares was $125.86 per fund, paid in cash from each fund’s cash on hand.

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

The Beneficial Ownership Limitation restricts warrant exercises if they would cause the holder, its affiliates, and any Section 13(d) group members to own more than 9.99% of BiomX’s outstanding common stock. Deerfield disclaims beneficial ownership of additional warrant shares beyond this cap.

How many BiomX (PHGE) shares are used to calculate Deerfield’s ownership percentages?

Ownership percentages are based on 10,783,794 BiomX common shares outstanding. This total includes 10,146,516 shares reported outstanding as of May 20, 2026, plus 637,278 additional shares issued to the Deerfield funds from warrant exercises and Series X Preferred Stock conversions.

Did Deerfield report open market trading in BiomX (PHGE) shares?

Yes. The filing notes that transactions listed in Exhibit 99.10 were effected in open market trades on the Nasdaq Global Market in the ordinary course of the relevant reporting person’s business. Specific trade details are contained in that exhibit to the amendment.