James E. Flynn - 27 Feb 2025 Form 4 Insider Report for BiomX Inc. (PHGE)

Footnote F1

On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares").

Footnote F2

To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below).

Footnote F3

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 DPD 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. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein.

Footnote F4

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 F5

The unexercised portion of each Private Placement Warrant held by a Fund was not amended in connection with the transactions reported herein and remains exercisable for $2.311 per share upon the terms, and subject to the conditions, set forth therein.

Footnote F6

In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company.