[SCHEDULE 13D/A] BiomX Inc. SEC Filing

Rhea-AI Filing Summary

OrbiMed Israel GP Ltd., OrbiMed Israel BioFund GP L.P., Carl L. Gordon and Erez Chimovits filed Amendment No. 6 to their Schedule 13D on BiomX Inc. (ticker PHGE). The amendment is an exit filing that discloses the group has fallen below the 5% ownership threshold.

Key details:

• On 18 June 2025, OrbiMed Israel Partners ("OIP") sold 1,787,767 common shares of BiomX at $0.34 per share.
• After the sale, the group’s beneficial holdings consist solely of 276,150 shares (all issuable upon conversion of 223 Series X Non-Voting Convertible Preferred Stock and 2,538,500 warrants).
• This position represents 1.0% of BiomX’s 26.45 million shares outstanding (including the shares underlying the preferred stock and warrants).
• The filing emphasises that, as of 18 June 2025, the reporting persons are no longer beneficial owners of more than 5% of BiomX’s outstanding shares.
• The investment committee comprising Gordon and Chimovits continues to review the position and may buy or sell additional shares based on market conditions, but no specific future plans were disclosed.

Implications: The disposal of nearly 1.8 million shares by a long-standing institutional holder removes a significant block from the shareholder register and may affect market perception of insider confidence. However, the remaining warrants and preferred shares ensure the group still retains some exposure to BiomX’s future performance.

Positive

• Transparency: The amendment provides clear disclosure that OrbiMed’s ownership has fallen to 1%, aiding investor understanding of current share distribution.
• Reduced concentration risk: Moving a large block out of insider hands may diversify BiomX’s shareholder base.

Negative

• Large disposal: Sale of 1,787,767 shares at $0.34 signals diminished exposure from a knowledgeable biotech investor.
• Potential sentiment impact: Exit filing may be interpreted as lower confidence, pressuring share price.
• Lower future disclosure: Falling below 5% eliminates the obligation for further Schedule 13D updates, reducing visibility for minority shareholders.

Insights

Portfolio Manager

TL;DR — Large holder exits 5%+ bracket, reducing stake to 1%, signalling diminished influence on PHGE.

The sale of 1.79 million shares at $0.34 trims OrbiMed’s economic exposure to a marginal 1%. While the transaction removes a potential overhang associated with insider block sales, it simultaneously signals reduced conviction from a sophisticated healthcare investor. The exit filing eliminates mandatory Schedule 13D updates going forward, which could lower future disclosure transparency. Investors should watch market reaction for volume absorption and potential pressure near the $0.34 level, but note that OrbiMed’s residual preferred and warrant holdings limit outright divestiture risk.

Corporate Governance Expert

TL;DR — Ownership drop below 5% eases control concerns; governance impact now minimal.

With only 1% of BiomX shares (on a converted basis), OrbiMed and its principals lose the ability to exert material influence on shareholder votes. This shift may diversify the shareholder base and reduce alignment questions tied to OrbiMed-appointed directors. Still, continuing board roles for Gordon and Chimovits could create a misalignment between board representation and economic stake, a point governance-focused investors may scrutinise. The filing keeps all required exhibits—joint filing agreement, registration-rights documentation—in force, ensuring historical contractual obligations remain intact.

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)

09090D103

(CUSIP Number)

OrbiMed Israel BioFund GP LP
5 Hahoshlim St., Building B, 1st Floor
Herzliya Pituach, L3, 4614001
972 73 2822600

OrbiMed Israel GP Ltd.
5 Hahoshlim St., Building B, 1st Floor
Herzliya Pituach, L3, 4614001
972 73 2822600

Carl L. Gordon
5 Hahoshlim St., Building B, 1st Floor
Herzliya Pituach, L3, 4614001
972 73 2822600

Erez Chimovits
5 Hahoshlim St., Building B, 1st Floor
Herzliya Pituach, L3, 4614001
972 73 2822600

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

06/18/2025

(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. 09090D103

1

Name of reporting person

ORBIMED ISRAEL GP LTD.

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 276,150.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 276,150.00

11

Aggregate amount beneficially owned by each reporting person

276,150.00

12

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

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 09090D103

1

Name of reporting person

ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 276,150.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 276,150.00

11

Aggregate amount beneficially owned by each reporting person

276,150.00

12

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

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 09090D103

1

Name of reporting person

GORDON CARL L

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 276,150.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 276,150.00

11

Aggregate amount beneficially owned by each reporting person

276,150.00

12

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

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 09090D103

1

Name of reporting person

CHIMOVITS EREZ

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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 276,150.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 276,150.00

11

Aggregate amount beneficially owned by each reporting person

276,150.00

12

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

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

IN

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: 22 Einstein St., Floor 4, Ness Ziona, ISRAEL , 7414003.
Item 1 Comment: This Amendment No. 6 ("Amendment No. 6") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel GP Ltd. ("OrbiMed Israel"), OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund"), Carl L. Gordon ("Gordon"), and Erez Chimovits ("Chimovits") (collectively, the "Reporting Persons") originally filed with the Securities and Exchange Commission (the "SEC") on November 7, 2019 as amended by Amendment No. 1 ("Amendment No. 1") filed with the SEC on March 17, 2023, Amendment No. 2 filed with the SEC on May 8, 2023, Amendment No. 3 ("Amendment No. 3") filed with the SEC on March 8, 2024, Amendment No. 4 filed with the SEC on March 19, 2024, and Amendment No. 5 filed with the SEC on July 17, 2024. This Amendment No. 6 is being filed to report that following the transactions described in Item 5(c) below, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares and, as a result, this Amendment No. 6 is an exit filing for the Reporting Persons.
Item 2.	Identity and Background
(a)	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.
(b)	5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686.
(c)	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.
(d)	Not applicable.
(e)	Not applicable.
(f)	Item 2(a) is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	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.
(b)	Item 5(a) is incorporated by reference herein.
(c)	On June 18, 2025, OIP sold 1,787,767 Shares at a price of $0.34 per Share.
(d)	Not applicable.
(e)	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.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	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.
Item 7.	Material to be Filed as Exhibits.
	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

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.

ORBIMED ISRAEL GP LTD.

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Director
Date:	06/23/2025

ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Director
Date:	06/23/2025

GORDON CARL L

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon
Date:	06/23/2025

CHIMOVITS EREZ

Signature:	/s/ Erez Chimovits
Name/Title:	Erez Chimovits
Date:	06/23/2025

FAQ

Why did OrbiMed file Amendment No. 6 to its Schedule 13D on BiomX (PHGE)?

Because its beneficial ownership fell below 5% after a share sale on 18 June 2025, requiring an exit filing under SEC rules.

How many BiomX shares did OrbiMed sell and at what price?

OrbiMed sold 1,787,767 common shares at $0.34 per share on 18 June 2025.

What is OrbiMed’s current ownership percentage in BiomX after the sale?

The group now beneficially owns approximately 1.0% of BiomX’s outstanding shares (276,150 shares on an as-converted basis).

What securities does OrbiMed still hold in BiomX?

It holds 223 Series X Non-Voting Preferred shares and 2,538,500 warrants, convertible into 276,150 common shares.

Will OrbiMed continue reporting under Schedule 13D?

Not necessarily; dropping below 5% removes the mandatory Schedule 13D requirement unless future transactions push ownership back above the threshold.