OrbiMed Files 13D/A Amendment for BiomX Holdings

TL;DR

OrbiMed updated their stake in BiomX, watch for potential moves.

AI Summary

OrbiMed Israel BioFund GP Limited Partnership, along with OrbiMed Israel GP Ltd., Carl L. Gordon, and Erez Chimovits, filed an amendment (No. 4) to their Schedule 13D on March 19, 2024, concerning their holdings in BiomX Inc. The filing indicates a change in their beneficial ownership, though specific new percentages or dollar amounts are not detailed in this excerpt. This group has been a significant holder in BiomX, previously known as Chardan Healthcare Acquisition Corp. before a name change in 2018.

Why It Matters

This filing signals a potential shift in control or strategy for BiomX Inc. by a major shareholder, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions or shifts in investor sentiment, introducing uncertainty.

Key Players & Entities

• OrbiMed Israel BioFund GP Limited Partnership (company) — Filing entity
• OrbiMed Israel GP Ltd. (company) — Filing entity
• Carl L. Gordon (person) — Filing entity
• Erez Chimovits (person) — Filing entity
• BiomX Inc. (company) — Subject company
• Chardan Healthcare Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securiti
• $0.2311 — p Limitation, have an exercise price of $0.2311 and expire on the 24-month anniversary

Filing Documents

• ss3164415_sc13da.htm (SC 13D/A) — 110KB
• ss3164415_ex9901.htm (EX-99.1) — 6KB
• 0000947871-24-000290.txt ( ) — 119KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 4 (" Amendment No. 4 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel GP Ltd. and OrbiMed Israel BioFund GP Limited Partnership (the " Statement ") 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 and Amendment No. 3 (" Amendment No. 3 ") filed with the SEC on March 8, 2024. This Amendment No. 4 relates to the common stock, par value $0.0001 per share (" Shares "), of BiomX Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 22 Einstein St., Floor 4, Ness Ziona, Israel 7414003. The Shares are listed on the NYSE American under the ticker symbol "PHGE". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. On March 15, 2024, the Issuer completed the private placement of shares of its Series X preferred stock, par value $0.0001 per share (" Series X Preferred Stock "),and warrants to purchase Shares (" Warrants ") pursuant to the Securities Purchase Agreement previously described in Amendment No. 3 (the " Private Placement ").

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 4 is being filed by OrbiMed Israel GP Ltd., an Israeli company (" OrbiMed Israel "), OrbiMed Israel BioFund GP Limited Partnership, an Israeli limited partnership (" OrbiMed BioFund "), Carl L. Gordon, an individual (" Gordon "), and Erez Chimovits, an individual (" Chimovits ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed BioFund, a limited partnership organized under the laws of Israel, is the general partner of OrbiMed Israel Partners Limited Partnership (" OIP "). OrbiMed BioFund has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel. OrbiMed Israel, a corporation organized under the laws of Israel, is the general partner of OrbiMed BioFund. OrbiMed Israel has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel. Chimovits, a citizen of the State of Israel, has his principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686, and Gordon, a citizen of the Unites States, has his principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Israel and OrbiMed BioFund are set forth on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On or about March 15, 2024, OrbiMed Israel and OrbiMed BioFund caused OIP to purchase 4,327 shares of Series X Preferred Stock and 2,163,500 Warrants in the Private Placement. The Issuer is obligated under the Purchase Agreement to hold a special meeting of stockholders within 150 days of the consummation of the Private Placement to approve the conversion of all issued and outstanding Series X Preferred Stock and the exercise of all Private Placement Warrants in accordance with the listing rules of the NYSE American (the " Private Placement Proposal "). Following stockholder approval of the Private Placement Proposal, each share of Series X Preferred Stock will automatically convert into 1,000 Shares, Stock into Shares if, as a result of such conversion, such holder, together with any person whose beneficial ownership would be aggregated with such holder's for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), would beneficially own more than 19.9% of the total number of Shares issued and outstanding immediately after giving effect to such conversion (the " Beneficial Ownership Limitation "). The Private Placement Warrants may be exercised at any time following stockholder approval of the Private Placement Proposal, subject to the Beneficial Ownership Limitation, have an exercise price of $0.2311 and expire on the 24-month anniversary of the date on which they are first exercisable. The source of funds for such purchases was the working capital of OIP.

Purpose of Transaction

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 Statement, 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 i

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon (i) 45,979,930 Shares outstanding of the Issuer as set forth in the Issuer's Form S-3 Registration Statement filed with the SEC on December 28, 2023, (ii) 9,164,967 Shares issued to the stockholders of Adaptive Phage Therapeutics, Inc. (" APT ") in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, by and among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC, and APT, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on March 6, 2024, and (iii) 8,060,2232 presently exercisable pre-funded warrants to purchase Shares (" Pre-Funded Warrants "). As of the date of this filing, OIP holds 4,517,589 Shares, 4,237 shares of Series X Preferred Stock, 2,538,500 Warrants, and 9,280,408 Pre-Funded Warrants, constituting approximately 19.9% of the issued and outstanding Shares (giving effect to 8,060,232 Pre-Funded Warrants and without giving effect to the remaining shares of Series X Preferred Stock, Warrants, and Pre-Funded Warrants, which each contain a Beneficial Ownership Limitation of 19.9%). 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, Warrants, and Pre-Funded 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, Warrants, and Pre-Funded Warrants held by OIP. In addition, OrbiMed Israe

Contracts, Arrangements, Understandings or Relationships

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 number of outstanding Shares of the Issuer attributable to OIP is 4,517,589. The number of outstanding shares of Series X Preferred Stock of the Issuer attributable to OIP is 4,327. The number of outstanding Warrants of the Issuer attributable to OIP is 2,538,500. The number of outstanding Pre-Funded Warrants of the Issuer attributable to OIP is 9,280,408. OrbiMed BioFund, as the general partner of OIP, may be considered to hold indirectly 4,517,589 Shares, 4,327 shares of Series X Preferred Stock, 2,538,500 Warrants, and 9,28,408 Pre-Funded Warrants, and OrbiMed Israel, as the general partner of OrbiMed BioFund, may be considered to hold indirectly 4,517,589 Shares, 4,327 shares of Series X Preferred Stock, 2,538,500 Warrants, and 9,280,408 PreFunded 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.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 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)). 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)). 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)). 5. Form of Lock-Up Agreement (incorporated by reference to Exhibit 99.2 to the Issuer's Current Report on Form 8-K filed with the SEC on March 6, 2024 (File No. 001-38762)). 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. Dated: March 19, 2024 By: /s/ Carl L. Gordon Carl L. Gordon By: /s/ Erez Chimovits Erez Chimovits ORBIMED ISRAEL GP LTD. By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Director ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP By: ORBIMED ISRAEL GP LTD., its general partner By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Director of OrbiMed Israel GP Ltd. SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Israel GP Ltd. are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel. Name Position with Reporting Person Principal Occupation Carl L. Gordon Director Dir

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