James E. Flynn - 15 Jul 2024 Form 4 Insider Report for BiomX Inc. (PHGE)

Footnote F1

In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by 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") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Footnote F2

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.

Footnote F3

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.

Footnote F4

Each share of Series X Preferred Stock is convertible at any time at the election of the holder, subject to a beneficial ownership limitation, into 1,000 shares of Common Stock (subject to adjustment) in accordance with the Certificate of Designation. The Series X Preferred Stock has no expiration date.