| 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 |
