Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Solomon Jonathan Eitan

(Last)

(First)

(Middle)

C/O BIOMX INC., 22 EINSTEIN ST., FLOOR 4

(Street)

NESS ZIONA,

7414003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BiomX Inc. [ PHGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options - Right to Buy	$6.21	12/11/2023		D⁽¹⁾			144,000	⁽²⁾	03/25/2030	Common Stock	144,000	⁽¹⁾	0	D
Common Stock Options - Right to Buy	$0.2749	12/11/2023		A⁽¹⁾		37,895		⁽²⁾	03/25/2030	Common Stock	37,895	⁽¹⁾	37,895	D
Common Stock Options - Right to Buy	$7.02	12/11/2023		D⁽³⁾			152,000	⁽⁴⁾	03/30/2031	Common Stock	152,000	⁽³⁾	0	D
Common Stock Options - Right to Buy	$0.2749	12/11/2023		A⁽³⁾		40,000		⁽⁴⁾	03/30/2031	Common Stock	40,000	⁽³⁾	40,000	D
Common Stock Options - Right to Buy	$1.41	12/11/2023		D⁽⁵⁾			205,000	⁽⁶⁾	03/29/2032	Common Stock	205,000	⁽⁵⁾	0	D
Common Stock Options - Right to Buy	$0.2749	12/11/2023		A⁽⁵⁾		146,429		⁽⁶⁾	03/29/2032	Common Stock	146,429	⁽⁵⁾	146,429	D

Explanation of Responses:

1. On December 11, 2023, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 144,000 shares of the Issuer's common stock granted to the Reporting Person on March 25, 2020. In exchange, the Reporting Person received a replacement option, for 37,895 shares, having an exercise price of $0.2749 per share.

2. The cancelled option provided for vesting over four years, with 25% of the shares subject to the option vested on March 25, 2021, and the remainder vested in 12 equal quarterly installments over three years. The replacement option vests according to the same vesting schedule applicable to the cancelled option; provided, however, that the replacement option may not be exercised prior to December 11, 2024.

3. On December 11, 2023, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 152,000 shares of the Issuer's common stock granted to the Reporting Person on March 30, 2021. In exchange, the Reporting Person received a replacement option, for 40,000 shares, having an exercise price of $0.2749 per share.

4. The cancelled option provided for vesting over four years, with 25% of the shares subject to the option vested on March 30, 2022, and the remainder vested in 12 equal quarterly installments over three years. The replacement option vests according to the same vesting schedule applicable to the cancelled option; provided, however, that the replacement option may not be exercised prior to December 11, 2024.

5. On December 11, 2023, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 205,000 shares of the Issuer's common stock granted to the Reporting Person on March 29, 2022. In exchange, the Reporting Person received a replacement option, for 146,429 shares, having an exercise price of $0.2749 per share.

6. The cancelled option provided for vesting over four years, with 25% of the shares subject to the option vested on March 29, 2023, and the remainder vested in 12 equal quarterly installments over three years. The replacement option vests according to the same vesting schedule applicable to the cancelled option; provided, however, that the replacement option may not be exercised prior to December 11, 2024.

	/s/ Jonathan Solomon	12/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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