Deerfield Management Files SC 13D for BiomX Inc.

TL;DR

Deerfield just filed a 13D on BiomX. Big player, watch this space.

AI Summary

Deerfield Management Company, L.P. and its affiliates have filed an SC 13D, indicating a change in their beneficial ownership of BiomX Inc. common stock as of March 22, 2024. The filing details their holdings and intentions regarding the company's securities. Specific share counts and percentage ownership are detailed within the filing.

Why It Matters

This filing signals a significant stake by a major healthcare investment firm in BiomX Inc., potentially influencing the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Players & Entities

• Deerfield Management Company, L.P. (company) — Filing entity
• BiomX Inc. (company) — Subject company
• David Clark (person) — Contact person for Deerfield Management
• Flynn James E (person) — Filing entity representative
• DEERFIELD HEALTHCARE INNOVATIONS FUND II, L.P. (company) — Affiliated entity
• DEERFIELD MGMT HIF II, L.P. (company) — Affiliated entity
• DEERFIELD MGMT V, L.P. (company) — Affiliated entity
• DEERFIELD PRIVATE DESIGN FUND V, L.P. (company) — Affiliated entity

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $1,083,333.22 — Fund with a stated principal amount of $1,083,333.22 (“ Convertible Note ”) into
• $5.00 — of Common Stock at an exercise price of $5.00 per share of Common Stock, which can be
• $231.10 — dquo;), at a combined purchase price of $231.10 per share of Series X Preferred Stock a
• $0.2311 — ce of the Private Placement Warrants is $0.2311 per share of Common Stock, subject to c

Filing Documents

• e619413_sc13d-biomx.htm (SC 13D) — 168KB
• e619413_ex99-1.htm (EX-99.1) — 9KB
• 0001193805-24-000439.txt ( ) — 179KB

Security and Issuer

Item 1. Security and Issuer. This share (the “ Common Stock ”), of BiomX Inc., a Delaware corporation (the “ Company ”). The address of the Company’s principal executive offices is 22 Einstein St., Floor 4, Ness Ziona, Israel.

Identity and Background

Item 2. Identity and Background. (a) This Statement is filed by the Reporting Persons as a joint statement pursuant to Rule 13d-l(k) promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (b) The address of the principal business and / or principal office of each Reporting Person is 345 Park Avenue South, 12th Floor, New York, New York 10010. (c) Flynn is the managing member of the general partner of each of Deerfield Mgmt V, 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. (d) During the last five years, none of the Reporting Persons, nor, to the best of each Reporting Person’s knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Deerfield Private Design V GP, Deerfield Private Design V, Deerfield Healthcare II GP, Deerfield Healthcare II GP, and Deerfield Management is organized under the laws of the State of Delaware. Flynn is a citizen of the United States of America. The Reporting Persons have entered into a Joint Filing Agreement, a copy of w

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. Prior to the Company’s acquisition of Adaptive Phage Therapeutics, Inc., a Delaware corporation (“ APT ”), by way of merger pursuant to which, among other things, APT merged with an into a wholly owned subsidiary of the Company (the “ Merger ”) , each Fund purchased 13,333,333 shares (“ Series B-1 Shares ”) of Series B-1 Preferred Stock of APT. In addition, prior to the consummation of the Merger, each Fund converted a Secured Promissory Note issued by APT (as borrower) to such Fund with a stated principal amount of $1,083,333.22 (“ Convertible Note ”) into 3,649,101 shares (the “ Note Conversion Shares ”) of Series B-1 Preferred Stock of APT, pursuant to the terms of such Convertible Note and the Note Conversion and Cancellation Agreement by and among the APT, the Funds and other parties named therein . CUSIP No. 09090D103 9 of 15 Pages As a result of the Merger, all of the Series B-1 Shares and Note Conversion Shares were cancelled and converted into an aggregate of (x) 6,110,098 shares (the “ Merger Common Shares ”) of Common Stock, (y) 26,980 shares (the “ Merger Preferred Shares ”) of the Company’s newly-designated Series X Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“ Series X Preferred Stock ”), each share of which will be convertible (if at all) into 1,000 shares of Common Stock (subject to certain conditions, including the receipt of requisite stockholder approval, and limitations described below), and (z) warrants exercisable for an aggregate of 1,444,350 shares of Common Stock at an exercise price of $5.00 per share of Common Stock, which can be exercised (if at all) at any time after the approval of the Stockholder Approval Matters (as defined below) by the stockholders of the Company and will expire on January 28, 2027 (the “ Merger Warrants ”) .

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Items 3 and 6 is incorporated herein by reference. The Reporting Persons have acquired the shares reported herein for investment purposes. In connection with the Merger, and as contemplated by the Merger Agreement, Jonathan Leff, a partner of Deerfield Management, was appointed to the board of directors of the Company, and continues to serve in such capacity. The Reporting Persons may communicate with members of the board of directors, members of the Company’s management and/or shareholders of the Company from time to time with respect to potential investment and acquisition opportunities and the financing thereof (which may include discussions regarding debt and/or equity financing that could be provided, in whole or in part, by the Funds and/or affiliated funds), strategic and operational matters and such other matters as the Reporting Persons may deem appropriate from time to time. Such matters are likely to include plans or proposals specified in clauses (a) through (j) of Item 4 of the Form of Schedule 13D, but the Reporting Persons have made no determination to pursue, and may not pursue, any such plan or proposal. CUSIP No. 09090D103 10 of 15 Pages Depending on various factors and subject to the obligations described herein, the Reporting Persons may take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Company or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Company and / or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Interest

Item 5. Interest in Securities of the Issuer. (a) (1) Deerfield Mgmt V, L.P. Number of shares: 3,055,049 (comprised of shares held by Deerfield Private Design Fund V, L.P.) Percentage of Shares: 5.53 %* (2) Deerfield Private Design Fund V, L.P. Number of shares: 3,055,049 Percentage of Shares: 5.53 %* (3) Deerfield Mgmt HIF II, L.P., L.P. Number of shares: 3,055,049 (comprised of shares held by Deerfield Healthcare Innovations Fund II, L.P.) Percentage of Shares: 5.53 %* (4) Deerfield Healthcare Innovations Fund II, L.P. Number of shares: 3,055,049 Percentage of Shares: 5.53 %* (5) Deerfield Management Number of shares: 6,110,098 (comprised of shares held by Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P.) Percentage of Shares: 11.06 %* (6) Flynn Number of shares: 6,110,098 (comprised of shares held by Deerfield Private Design Fund V, L.P. and Deerfield Healthcare Innovations Fund II, L.P.) Percentage of Shares: 11.06 %* *Throughout this report, the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons reflects (i) 46,055,109 shares of Common Stock outstanding as of March 4, 2024, based on representations made by the Company in the Merger Agreement, plus (ii) 9,164,967 shares of Common Stock issued pursuant to the Merger Agreement. (b) (1) Deerfield Mgmt V, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,055,049 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,055,049 (2) Deerfield Private Design Fund V, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,055,049 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,055,049 CUSIP No. 09090D103 11 of 15 Pages (3) Deerfield Mgmt HIF II, L.P. Sole power to vote or direct the vote: 0 Shared power to vote or

Contracts, Arrangements, Understandings or Relationships with Respect to Securities

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Merger Warrants The Merger Warrants may be exercised (for cash or to the extent a registration statement is not available for the resale of shares underlying the Merger Warrants, on a cashless (net) exercise basis), if at all, at any time following approval by the Company’s stockholders of certain matters (the “ Stockholder Approval Matters ”) specified in the Merger Agreement, including the issuance of Common Stock in connection with (i) the conversion of the Series X Preferred Stock issued pursuant to the Merger Agreement and the PIPE Purchase Agreement, (ii) the exercise of the Merger Warrants and (iii) the exercise of the Private Placement Warrants, and prior to their expiration on January 28, 2027. The exercise price of the Merger Warrants is $5.00 per share of Common Stock, subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Merger Warrants are subject to a beneficial ownership limitation, which restricts the exercise of such warrants to the extent that, upon such exercise, the number of shares of common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.99% of the total number of shares of Common Stock then outstanding. The foregoing description of the Merger Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Warrant, the form of which is filed or incorporated by reference as Exhibit 1 to this Schedule 13D. Private Placement Warrants The Private Placement Warrants may be exercised (for cash or to the extent a registration statement is not available for the resale of shares underlying the Private Placement Warrants, on a cashless (net) exercise basis), if at all, at any time foll

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