0001193805-24-000414.txt : 20240319 0001193805-24-000414.hdr.sgml : 20240319 20240319213916 ACCESSION NUMBER: 0001193805-24-000414 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240315 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38762 FILM NUMBER: 24766162 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO DATE OF NAME CHANGE: 20131114 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38762 FILM NUMBER: 24766163 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt HIF, L.P. CENTRAL INDEX KEY: 0001665736 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38762 FILM NUMBER: 24766160 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Deerfield Mgmt HIF, L.P DATE OF NAME CHANGE: 20160202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt V, L.P. CENTRAL INDEX KEY: 0001876688 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38762 FILM NUMBER: 24766161 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Healthcare Innovations Fund II, L.P. CENTRAL INDEX KEY: 0001780064 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38762 FILM NUMBER: 24766158 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund V, L.P. CENTRAL INDEX KEY: 0001815437 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38762 FILM NUMBER: 24766159 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Deerfield Issues Private Design V, L.P. DATE OF NAME CHANGE: 20200727 FORMER NAME: FORMER CONFORMED NAME: Deerfield Private Design Fund V, L.P. DATE OF NAME CHANGE: 20200717 FORMER NAME: FORMER CONFORMED NAME: Deerfield Private Design V, L.P. DATE OF NAME CHANGE: 20200617 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BiomX Inc. CENTRAL INDEX KEY: 0001739174 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 22 EINSTEIN ST., 4TH FLOOR CITY: NESS ZIONA STATE: L3 ZIP: 7414003 BUSINESS PHONE: (972) 72 394 2377 MAIL ADDRESS: STREET 1: 22 EINSTEIN ST., 4TH FLOOR CITY: NESS ZIONA STATE: L3 ZIP: 7414003 FORMER COMPANY: FORMER CONFORMED NAME: Chardan Healthcare Acquisition Corp. DATE OF NAME CHANGE: 20180430 4 1 e619387_4-biomx.xml X0508 4 2024-03-15 0 0001739174 BiomX Inc. PHGE 0001352546 Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 *Director by Deputization 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 *Director by Deputization 0001876688 Deerfield Mgmt V, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 *Director by Deputization 0001665736 Deerfield Mgmt HIF, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 *Director by Deputization 0001815437 Deerfield Private Design Fund V, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 *Director by Deputization 0001780064 Deerfield Healthcare Innovations Fund II, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 *Director by Deputization 0 Common Stock 2024-03-15 4 A 0 3055049 A 3055049 I Through Deerfield Private Design Fund V, L.P. Common Stock 2024-03-15 4 A 0 3055049 A 3055049 I Through Deerfield Healthcare Innovations Fund II, L.P. Series X Non-Voting Convertible Preferred Stock 2024-03-15 4 A 0 13490 A Common Stock 13490000 13490 I Through Deerfield Private Design Fund V, L.P. Series X Non-Voting Convertible Preferred Stock 2024-03-15 4 A 0 13490 A Common Stock 13490000 13490 I Through Deerfield Healthcare Innovations Fund II, L.P. Series X Non-Voting Convertible Preferred Stock 2024-03-15 4 A 0 40350 A Common Stock 40350000 53840 I Through Deerfield Private Design Fund V, L.P. Series X Non-Voting Convertible Preferred Stock 2024-03-15 4 A 0 40350 A Common Stock 40350000 53840 I Through Deerfield Healthcare Innovations Fund II, L.P. The shares of Common Stock and Merger Preferred Shares (as defined below) reported herein were acquired by 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") 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"). The acquisition or deemed acquisition of such securities and the Merger Warrants (as defined below) and any shares of Common Stock that may be acquired upon conversion or exercise of the Merger Preferred Shares or the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 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 (the "Merger Preferred Shares") and (iii) warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants"). The Merger Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholder is obtained. Accordingly, the Merger Warrants are not reported herein. 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. 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. Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. On March 15, 2024, each Fund purchased 40,350 shares (the "PIPE Preferred Shares") of Series X Preferred Stock and warrants to purchase 20,175,000 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"). The Private Placement Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholders is obtained. Accordingly, the Private Placement Warrants are not reported herein. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon conversion or exercise of the PIPE Preferred Shares or the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. 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 2024-03-19 EX-99 2 e619387_ex99.htm

Joint Filer Information

Names:	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. and Deerfield Management Company, L.P.

Address:	345 Park Avenue South, 12^th Floor New York, NY 10010

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	BiomX Inc. [PHGE]

Date of Event Requiring Statement:	March 15, 2024

The undersigned, 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. and Deerfield Management Company, L.P. are jointly filing the attached Statement of Changes in Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of BiomX Inc.

Signatures:


DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact	DEERFIELD PRIVATE DESIGN FUND V, L.P. By: Deerfield Mgmt V, L.P., General Partner By: J.E. Flynn Capital V, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact

DEERFIELD MGMT V, L.P. By: J.E. Flynn Capital V, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact	DEERFIELD HEALTHCARE INNOVATIONS FUND II, L.P. By: Deerfield Mgmt HIF II, L.P., General Partner By: J.E. Flynn Capital HIF II, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact

DEERFIELD MGMT HIF, L.P. By: J.E. Flynn Capital HIF, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact