Sec Form 13D Filing - James E. Flynn filing for BiomX Inc. (PHGE) - 2025-03-03

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:On February 27, 2025, each Fund exercised its Private Placement Warrant in respect of 1,611,864 shares of Common Stock (the "Exercise Shares") for an aggregate exercise price of $1,500,000, pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, the Fund party thereto agreed to exercise its Private Placement Warrant for cash at a reduced exercise price of $0.9306 per share in consideration for the Company's agreement to issue to such Fund a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). The New Warrants have an exercise price of $0.9306 per share, will become exercisable (if at all) upon the date the Company's stockholders approve the issuance of the New Warrant Shares (the "Stockholder Approval Date") and have a term of exercise equal to five years from the Stockholder Approval Date.To the extent the exercise of a Private Placement Warrant in accordance with the Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, (i) the Company agreed to issue (and upon settlement of the foregoing exercise, issued) to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, agreed to amend and restate (and amended and restated) each Private Placement Warrant to the extent so exercised to be in the form of the Amended and Restated Warrant (as defined below).The number of shares of Common Stock issuable upon exercise of warrants held by each Fund immediately following the closing of the transactions contemplated by the Inducement Letter Agreement were as follows:Deerfield Private Design Fund V, L.P.:- Private Placement Warrant (exercise price of $2.311 per share of Common Stock) - 405,637 shares- Amended and Restated Warrant (exercise price of $0.0001 per share of Common Stock, in addition to $0.9305 per share that was pre-funded) - 1,258,614 shares- New Warrant (exercise price of $0.9306 per share of Common Stock) - 1,611,864 shares*- Merger Warrant (exercise price of $5.00 per share) - 72,218 shares*The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained.Deerfield Healthcare Innovations Fund II, L.P.:- Private Placement Warrant (exercise price of $2.311 per share of Common Stock) - 405,637 shares- Amended and Restated Warrant (exercise price of $0.0001 per share of Common Stock, in addition to $0.9305 per share that was pre-funded) - 1,258,614 shares- New Warrant (exercise price of $0.9306 per share of Common Stock) - 1,611,864 shares*- Merger Warrant (exercise price of $5.00 per share) - 72,218 shares*The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained.Except as otherwise indicated herein, each Fund utilized its working capital to purchase the Exercise Shares. Shares of Common Stock beneficially owned by the Reporting Persons, including the Exercise Shares, are or may be held from time to time by the applicable Fund in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debt balances in the margin accounts.

(1) Deerfield Mgmt V, L.P.Number of shares: 7,779,222 (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: 7,779,222 (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)Percentage of Shares: 9.99%*(3) Deerfield Mgmt HIF II, L.P., L.P.Number of shares: 7,779,222 (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: 7,779,222 (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 ManagementNumber of shares: 15,558,445 (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. and Deerfield Healthcare Innovations Fund II, L.P.)Percentage of Shares: 9.99%*(6) FlynnNumber of shares: 15,558,445 (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. and Deerfield Healthcare Innovations Fund II, L.P.)Percentage of Shares: 9.99%**Throughout this report, the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons reflects (i) 18,176,661 shares of Common Stock outstanding as of February 10, 2025, based on representations made by the Company pursuant to the Inducement Letter Agreements, plus (ii) 6,789,392 shares of Common Stock issued in connection with the transactions described in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 27, 2025 and also reflects the Beneficial Ownership Limitation.

(1) Deerfield Mgmt V, L.P.Sole power to vote or direct the vote: 0Shared power to vote or direct the vote: 7,779,222Sole power to dispose or to direct the disposition: 0Shared power to dispose or direct the disposition: 7,779,222(2) Deerfield Private Design Fund V, L.P.Sole power to vote or direct the vote: 0Shared power to vote or direct the vote: 7,779,222Sole power to dispose or to direct the disposition: 0Shared power to dispose or direct the disposition: 7,779,222(3) Deerfield Mgmt HIF II, L.P.Sole power to vote or direct the vote: 0Shared power to vote or direct the vote: 7,779,222Sole power to dispose or to direct the disposition: 0Shared power t o dispose or direct the disposition: 7,779,222(4) Deerfield Healthcare Innovations Fund II, L.P.Sole power to vote or direct the vote: 0Shared power to vote or direct the vote: 7,779,222Sole power to dispose or to direct the disposition: 0Shared power to dispose or direct the disposition: 7,779,222(5) Deerfield ManagementSole power to vote or direct the vote: 0Shared power to vote or direct the vote: 15,558,445Sole power to dispose or to direct the disposition: 0Shared power to dispose or direct the disposition: 15,558,445(6) FlynnSole power to vote or direct the vote: 0Shared power to vote or direct the vote: 15,558,445Sole power to dispose or to direct the disposition: 0Shared power to dispose or direct the disposition: 15,558,445Flynn is the managing member 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.

Except as set forth in Item 3 and Item 6, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:Inducement Letter Agreements and New WarrantsThe descriptions of the Inducement Letter Agreement and the New Warrants set forth in Item 3 are incorporated by reference herein. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Inducement Letter Agreements and New Warrants, the forms of which are filed or incorporated by reference as Exhibits 99.6 and 99.7, respectively, to this Schedule 13D.Amended and Restated WarrantIn connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated (as so amended and restated, the "Amended and Restated Warrant") in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) remove provisions related to payment of the Black-Scholes Value (as defined in the Private Placement Warrants) in connection with Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. The shares underlying the Private Placement Warrants were previously registered for resale pursuant to an effective registration statement under the Securities Act of 1933, and in connection with the foregoing amendments the Company agreed to file (and filed) a prospectus supplement to the prospectus contained in such registration statement to disclose such amendments.The foregoing description of the Amended and Restated Warrant is not complete and is qualified in its entirety by reference to the full text thereof, the form of which is filed or incorporated by reference as Exhibit 99.8 to this Schedule 13D.Registration Rights AgreementOn February 27, 2025, in connection with the consummation of the transactions contemplated by the Inducement Letter Agreement, the Funds entered into a Registration Rights Agreement (the "2025 Registration Rights Agreement") with the Company. Pursuant to the 2025 Registration Rights Agreement, the Company is required to prepare and file with the SEC within 45 calendar days following the consummation of the Private Placement (the "Filing Deadline") a resale registration statement (the "2025 Registration Statement") with respect to any shares of Common Stock issued or issuable upon exercise of the New Warrants. The Company agreed to use its commercially reasonable efforts to cause the 2025 Registration Statement to be declared effective by the SEC within 45 calendar days of the Filing Deadline (or within 75 calendar days if the SEC reviews the Registration Statement).The foregoing summary of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text thereof, the form of which is filed or incorporated by reference as Exhibit 99.9 to this Schedule 13D.

Exhibit IndexExhibit 99.6 Form of Inducement Letter Agreement (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 27, 2025)Exhibit 99.7 Form of New Warrant (incorporated by reference to Exhibit 4.4 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 27, 2025)Exhibit 99.8 Form of Amended and Restated Warrant (incorporated by reference to Exhibit 4.5 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 27, 2025)Exhibit 99.9 Form of 2025 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 27, 2025)