Deerfield Mgmt V Form 4 BiomX / James E Flynn ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BiomX Inc. [ PHGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
*Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrants(1)	$5	07/09/2024		A		722,175		(2)	01/28/2027	Common Stock	722,175	(1)	722,175	I	Through Deerfield Private Design Fund V, L.P.(3)(4)
Warrants(1)	$5	07/09/2024		A		722,175		(2)	01/28/2027	Common Stock	722,175	(1)	722,175	I	Through Deerfield Healthcare Innovations Fund II, L.P.(3)(4)
Warrants(5)	$0.2311	07/09/2024		A		20,175,000		(6)	07/09/2026	Common Stock	20,175,000	(5)	20,175,000	I	Through Deerfield Private Design Fund V, L.P.(3)(4)
Warrants(5)	$0.2311	07/09/2024		A		20,175,000		(6)	07/09/2026	Common Stock	20,175,000	(5)	20,175,000	I	Through Deerfield Healthcare Innovations Fund II, L.P.(3)(4)

1. Name and Address of Reporting Person^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deerfield Mgmt V, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deerfield Mgmt HIF, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deerfield Private Design Fund V, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deerfield Healthcare Innovations Fund II, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Explanation of Responses:

1. 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") acquired warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 9,425,223 shares of Series B Preferred Stock and 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer and (iii) the Merger Warrants.

2. The Merger Warrants were originally issued on March 15, 2024, but were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on July 9, 2024, whereupon the Merger Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

3. 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.

4. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Merger Warrants and the Private Placement Warrants 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.

5. On March 15, 2024, each Fund purchased 40,350 shares of Series X Preferred Stock and warrants to purchase 20,175,000 shares of Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants").

6. The Private Placement Warrants were originally issued on March 15, 2024, but were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on July 9, 2024, whereupon the Merger Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

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.

	/s/ Jonathan Isler, Attorney-in-Fact	07/11/2024
	** Signature of Reporting Person	Date
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