OrbiMed Israel BioFund GP Limited Partnership - May 15, 2024 Form 4 Insider Report for BiomX Inc. (PHGE)

Role
10%+ Owner
Signature
/s/ Carl L. Gordon
Stock symbol
PHGE
Transactions as of
May 15, 2024
Transactions value $
$2,255,140
Form type
4
Date filed
5/20/2024, 04:39 PM
Previous filing
Mar 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PHGE Common Stock Exercise of in-the-money or at-the-money derivative security $2.26M +9.28M +205.43% $0.24 13.8M May 15, 2024 See footnotes F2, F3
transaction PHGE Common Stock Sale -$9.28K -24.3K -0.18% $0.38 13.8M May 15, 2024 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PHGE Warrants (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -9.28M -100% $0.00* 0 May 15, 2024 Common Stock 9.28M $0.24 See footnotes F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 15, 2024, OrbiMed Israel Partners Limited Partnership ("OIP") exercised pre-funded warrants ("Warrants") to purchase 9,280,408 shares of the Issuer's common stock for $0.244 per share. OIP paid the exercise price on a cashless basis, resulting in the Issuer withholding 24,344 of the Warrant shares to pay the exercise price and issuing to OIP the remaining 9,256,064 shares. The shares of the Issuer's common stock withheld to pay the exercise price of the Warrants are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with a portion of OIP's purchase of certain derivative securities on March 15, 2024. OIP will disgorge to the Issuer the statutory "profits" pursuant to Section 16(b) of the Exchange Act that resulted from such transactions.
F2 These securities are held of record by OIP. OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP and OrbiMed Israel GP Ltd. ("OrbiMed Israel") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed Israel and OrbiMed BioFund may be deemed to have voting and investment power over the securities held by OIP and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Israel exercises investment and voting power through an investment committee comprised of Carl L. Gordon and Erez Chimovits.
F3 Each of OrbiMed Israel, OrbiMed BioFund, Carl L. Gordon, and Erez Chimovits disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.