SCHEDULE 13D/A: OrbiMed Funds Divest Significant Stake in BiomX Inc., Ceasing Major Shareholder Status

Sentiment:

Amendment to Schedule 13D 23 June 2025 9:08 PM

OrbiMed Israel GP Ltd. and its affiliated entities have filed an Amendment No. 6 to Schedule 13D, indicating they are no longer beneficial owners of more than 5% of BiomX Inc.'s common stock following a recent share sale.

Worse than expectedA major institutional investor, OrbiMed, has significantly reduced its stake in BiomX Inc. by selling 1,787,767 shares, resulting in their beneficial ownership dropping below the 5% threshold. This divestment by a prominent investor can be perceived negatively by the market, potentially signaling a lack of confidence or a strategic shift away from the company.

Summary

OrbiMed Israel GP Ltd., OrbiMed Israel BioFund GP Limited Partnership, Carl L. Gordon, and Erez Chimovits (collectively, the "Reporting Persons") filed Amendment No. 6 to Schedule 13D for BiomX Inc.
This amendment serves as an exit filing, reporting that the Reporting Persons ceased to be beneficial owners of more than 5% of BiomX Inc.'s outstanding common stock.
On June 18, 2025, OrbiMed Israel BioFund GP Limited Partnership (OIP) sold 1,787,767 shares of BiomX Inc. common stock at a price of $0.34 per share.
Following this transaction, the Reporting Persons' aggregate beneficial ownership in BiomX Inc. is 276,150 shares, representing 1.0% of the class.
The beneficial ownership calculation is based on 26,452,461 shares outstanding, which includes 26,176,311 shares as of May 11, 2025, plus 276,150 shares issuable upon conversion of Series X Non-Voting Convertible Preferred Stock and certain warrants held by the Reporting Persons.

Sentiment

Score: 3

Explanation: The sentiment is negative as a major institutional investor has significantly reduced its stake and is no longer a beneficial owner of more than 5% of the company, which can be interpreted as a loss of confidence.

Negatives

A major institutional investor, OrbiMed, significantly reduced its stake in BiomX Inc. and is no longer a beneficial owner of more than 5% of the company's shares, which could be interpreted as a loss of confidence or a strategic divestment.

Future Outlook

The Reporting Persons intend to continue reviewing their investment in BiomX Inc. based on various factors, including the Issuer's business, financial condition, results of operations, prospects, general economic and industry conditions, and the securities markets. They may acquire or dispose of additional shares in the future depending on market and other factors, but have not formulated specific plans for extraordinary corporate transactions or changes to the Issuer's structure or management.

Industry Context

This filing is a standard disclosure of a change in beneficial ownership by a significant investor in a publicly traded company, common in the biotechnology or pharmaceutical sector where venture capital and institutional funds frequently invest and divest.

Related Party Transactions

OrbiMed Israel BioFund GP Limited Partnership (OIP) and certain other stockholders of BiomX Inc. are party to existing agreements with the Issuer, including a Form of Registration Rights Agreement (referenced in Amendment No. 1 and a Form 8-K filed February 22, 2023, and March 6, 2024) and a Form of Support Agreement (referenced in Amendment No. 3 and a Form 8-K filed March 6, 2024).

Stakeholder Impact

Shareholders may react negatively to the news of a significant institutional investor reducing its stake, potentially leading to downward pressure on the stock price due to perceived diminished investor confidence.

Next Steps

The Reporting Persons will continue to review their investment in BiomX Inc. and may acquire or dispose of additional shares or other securities in the future based on market conditions and other factors.

Key Dates

Date	Description
2019-11-07	Original Schedule 13D filing date by Reporting Persons.
2023-02-22	Date of Issuer's Current Report on Form 8-K referencing Form of Registration Rights Agreement (Exhibit 10.2).
2023-03-17	Filing date of Amendment No. 1 to Schedule 13D.
2023-05-08	Filing date of Amendment No. 2 to Schedule 13D.
2024-03-06	Date of Issuer's Current Report on Form 8-K referencing Form of Support Agreement (Exhibit 99.1) and Form of Registration Rights Agreement (Exhibit 10.2).
2024-03-08	Filing date of Amendment No. 3 to Schedule 13D.
2024-03-19	Filing date of Amendment No. 4 to Schedule 13D.
2024-07-17	Filing date of Amendment No. 5 to Schedule 13D.
2025-05-11	Date as of which 26,176,311 shares outstanding were reported in Issuer's Quarterly Report on Form 10-Q.
2025-05-15	Filing date of Issuer's Quarterly Report on Form 10-Q.
2025-06-18	Date of event requiring filing of this statement; OIP sold 1,787,767 shares of BiomX Inc. common stock.
2025-06-23	Execution date of the Joint Filing Agreement and filing date of Amendment No. 6 to Schedule 13D.

Recommendation

sell

Keywords

BiomX Inc., OrbiMed, Schedule 13D/A, beneficial ownership, share sale, institutional investor, exit filing, common stock, SEC filing

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