Sec Form 4 Filing - Flynn James E @ BiomX Inc. - 2024-07-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Flynn James E 2. Issuer Name and Ticker or Trading Symbol BiomX Inc. [ PHGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) *Director by Deputization (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2024 (Street) NEW YORK, NY10010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/15/2024 M 5,883,000 A 8,938,049 I Through Deerfield Private Design Fund V, L.P. ( 2 ) ( 3 ) Common Stock 07/15/2024 M 5,883,000 A 8,938,049 I Through Deerfield Healthcare Innovations Fund II, L.P. ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series X Non-Voting Convertible Preferred Stock ( 1 ) 07/15/2024 M 5,883 ( 4 ) ( 4 ) Common Stock 5,883,000 ( 1 ) 47,957 I Through Deerfield Private Design Fund V, L.P. ( 2 ) ( 3 ) Series X Non-Voting Convertible Preferred Stock ( 1 ) 07/15/2024 M 5,883 ( 4 ) ( 4 ) Common Stock 5,883,000 ( 1 ) 47,957 I Through Deerfield Healthcare Innovations Fund II, L.P. ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Director by Deputization Deerfield Mgmt V, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Director by Deputization Deerfield Mgmt HIF, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10017 X *Director by Deputization Deerfield Private Design Fund V, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10017 X *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10017 X *Director by Deputization Signatures /s/ Jonathan Isler, Attorney-in-Fact 07/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. ( 2 )This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. ( 3 )In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 4 )Each share of Series X Preferred Stock is convertible at any time at the election of the holder, subject to a beneficial ownership limitation, into 1,000 shares of Common Stock (subject to adjustment) in accordance with the Certificate of Designation. The Series X Preferred Stock has no expiration date.

Remarks: Jonathan S. Leff, a partner in Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 18, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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