3//SEC Filing
Cystic Fibrosis Foundation 3
Accession 0000950170-24-036452
CIK 0001739174other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 4:30 PM ET
Size
9.6 KB
Accession
0000950170-24-036452
Insider Transaction Report
Form 3
BiomX Inc.PHGE
Cystic Fibrosis Foundation
10% Owner
Holdings
Warrant to purchase common stock
Exercise: $0.00→ Common Stock (4,778,265 underlying)Series X Preferred Stock
→ Common Stock (21,635,000 underlying)- 4,552,315
Common Stock, par value $0.0001 per share
Warrant to purchase common stock
Exercise: $0.23→ Common Stock (10,817,500 underlying)
Footnotes (4)
- [F1]These shares of the Issuer's Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") were purchased from the Issuer in a private placement. Each share of Series X Preferred Stock is automatically convertible into 1,000 shares of the Issuer's common stock at 5:00 p.m. Eastern time on the fourth business day after the date the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of the Issuer's common stock (the "Stockholder Approval") or at any time at the option of the holder following 5:00 p.m. Eastern time on the third business day after the date the Stockholder Approval is obtained.
- [F2]The conversion of the Series X Preferred Stock into shares of the Issuer's common stock is subject to an issuance limitation that prohibits the holder from converting the shares of Series X Preferred Stock into shares of the Issuer's common stock to the extent that after giving effect to such issuance after conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the Reporting Persons) would beneficially own in excess of 19.9% of the shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock issued upon conversion of the shares of Series X Preferred Stock (the "Beneficial Ownership Limitation").
- [F3]This warrant to purchase shares of the Issuer's common stock was purchased from the Issuer in a private placement. The warrant is exercisable at any time following the Stockholder Approval, subject to the Beneficial Ownership Limitation, and expires on the 24-month anniversary of the date on which it is first exercisable.
- [F4]This warrant to purchase shares of the Issuer's common stock was purchased from the Issuer in a private placement. Upon issuance, the warrant contained a prohibition on exercise if, after such exercise, the Reporting Person would beneficially own more than 9.99% of the number of shares of common stock then issued and outstanding, which limitation could be increased with 61 days' prior notice. The Reporting Person provided notice to the Issuer on March 15, 2024 that it increased this limitation to the Beneficial Ownership Limitation effective upon the 61st day following delivery of such notice. The warrant does not expire.
Documents
Issuer
BiomX Inc.
CIK 0001739174
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001957515
Filing Metadata
- Form type
- 3
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 4:30 PM ET
- Size
- 9.6 KB