UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
BiomX Inc. |
(Name of Issuer)
|
Common stock, par value $0.0001
per share |
(Title of Class of Securities)
|
09090D103 |
(CUSIP Number)
|
OrbiMed Israel BioFund GP Limited Partnership
OrbiMed Israel GP Ltd.
Carl L. Gordon
Erez Chimovits
5 Hahoshlim Street
Building B, 1st Floor
Herzliya Pituach, Israel
Telephone: 972 73 2822600
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
May 4, 2023 |
(Date of Event which Requires Filing
of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See §240.13d-7(b) for other parties to whom copies
are to be sent.
* |
The remainder of this cover page shall be filled
out for a Reporting Person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page. |
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1 |
Names of Reporting
Persons.
OrbiMed Israel GP Ltd.
|
2 |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) o
(b)
o
|
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF
|
5 |
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) |
o |
6 |
Citizenship or Place of
Organization
State of Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
Sole
Voting
Power
0
|
8 |
Shared Voting
Power
4,553,489(1)
|
9 |
Sole
Dispositive Power
0
|
10 |
Shared Dispositive
Power
4,553,489(1)
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,553,489(1)
|
12 |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row
(11)
9.9%(2)
|
14 |
Type
of Reporting Person (See
Instructions)
CO
|
|
|
|
|
|
|
1. |
Excludes (i) 375,000 warrants to purchase shares
of common stock, par value $0.0001 per share (“Shares”), of
BiomX Inc. (the “Issuer”) and (ii) 9,280,408 pre-funded
warrants to purchase Shares, each of which contain an issuance
limitation that prohibits the holder from exercising such warrants
to the extent that after giving effect to such issuance after
exercise, 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 9.99% of the Shares outstanding
immediately after giving effect to the issuance of the Shares upon
exercise of the warrants. |
|
2. |
This
percentage is calculated based upon 45,979,730 Shares outstanding
of the Issuer, which includes (i) 33,181,773 Shares outstanding of
the Issuer as set forth in the Issuer’s Annual Report on Form 10-K
for the year ending December 31, 2022 filed with the Securities and
Exchange Commission on May 1, 2023 and (ii) 12,797,957 Shares sold
in a private placement on May 4, 2023, as disclosed to the
Reporting Persons by the Issuer. |
CUSIP No.
282559103 |
|
|
|
|
|
|
|
|
1 |
Names of Reporting
Persons.
OrbiMed Israel BioFund GP Limited Partnership
|
|
2 |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) o
(b)
o
|
|
|
3 |
SEC Use
Only |
|
4 |
Source of Funds (See
Instructions)
AF
|
|
5 |
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) |
o |
|
6 |
Citizenship or Place of
Organization
State of Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
Sole
Voting
Power
0
|
|
8 |
Shared Voting
Power
4,553,489(1)
|
|
9 |
Sole
Dispositive
Power
0
|
|
10 |
Shared Dispositive
Power
4,553,489(1)
|
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,553,489(1)
|
|
12 |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions) |
o |
|
13 |
Percent of Class Represented by Amount in Row
(11)
9.9%(2)
|
|
14 |
Type
of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
|
|
|
|
|
1. |
Excludes (i) 375,000 warrants to purchase shares
of common stock, par value $0.0001 per share (“Shares”), of
BiomX Inc. (the “Issuer”) and (ii) 9,280,408 pre-funded
warrants to purchase Shares, each of which contain an issuance
limitation that prohibits the holder from exercising such warrants
to the extent that after giving effect to such issuance after
exercise, 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 9.99% of the Shares outstanding
immediately after giving effect to the issuance of the Shares upon
exercise of the warrants. |
|
2. |
This
percentage is calculated based upon 45,979,730 Shares outstanding
of the Issuer, which includes (i) 33,181,773 Shares outstanding of
the Issuer as set forth in the Issuer’s Annual Report on Form 10-K
for the year ending December 31, 2022 filed with the Securities and
Exchange Commission on May 1, 2023 and (ii) 12,797,957 Shares sold
in a private placement on May 4, 2023, as disclosed to the
Reporting Persons by the Issuer. |
CUSIP No.
282559103 |
|
|
|
|
|
|
|
|
1 |
Names of Reporting
Persons.
Carl
L. Gordon
|
|
2 |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) o
(b)
o
|
|
|
3 |
SEC Use
Only |
|
4 |
Source of Funds (See
Instructions)
AF
|
|
5 |
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) |
o |
|
6 |
Citizenship or Place of
Organization
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
Sole
Voting
Power
0
|
|
8 |
Shared Voting
Power
4,553,489(1)
|
|
9 |
Sole
Dispositive
Power
0
|
|
10 |
Shared Dispositive
Power
4,553,489(1)
|
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,553,489(1)
|
|
12 |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions) |
o |
|
13 |
Percent of Class Represented by Amount in Row
(11)
9.9%(2)
|
|
14 |
Type
of Reporting Person (See
Instructions)
IN
|
|
|
|
|
|
|
|
|
|
|
1. |
Excludes (i) 375,000 warrants to purchase shares
of common stock, par value $0.0001 per share (“Shares”), of
BiomX Inc. (the “Issuer”) and (ii) 9,280,408 pre-funded
warrants to purchase Shares, each of which contain an issuance
limitation that prohibits the holder from exercising such warrants
to the extent that after giving effect to such issuance after
exercise, 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 9.99% of the Shares outstanding
immediately after giving effect to the issuance of the Shares upon
exercise of the warrants. |
|
2. |
This
percentage is calculated based upon 45,979,730 Shares outstanding
of the Issuer, which includes (i) 33,181,773 Shares outstanding of
the Issuer as set forth in the Issuer’s Annual Report on Form 10-K
for the year ending December 31, 2022 filed with the Securities and
Exchange Commission on May 1, 2023 and (ii) 12,797,957 Shares sold
in a private placement on May 4, 2023, as disclosed to the
Reporting Persons by the Issuer. |
CUSIP No.
282559103 |
|
|
|
|
|
|
|
|
1 |
Names of Reporting
Persons.
Erez
Chimovits
|
|
2 |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) o
(b)
o
|
|
|
3 |
SEC Use
Only |
|
4 |
Source of Funds (See
Instructions)
AF
|
|
5 |
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) |
o |
|
6 |
Citizenship or Place of
Organization
State of Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
Sole
Voting
Power
0
|
|
8 |
Shared Voting
Power
4,553,489(1)
|
|
9 |
Sole
Dispositive
Power
0
|
|
10 |
Shared Dispositive
Power
4,553,489(1)
|
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,553,489(1)
|
|
12 |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions) |
o |
|
13 |
Percent of Class Represented by Amount in Row
(11)
9.9%(2)
|
|
14 |
Type
of Reporting Person (See
Instructions)
IN
|
|
|
|
|
|
|
|
|
|
|
1. |
Excludes (i) 375,000 warrants to purchase shares
of common stock, par value $0.0001 per share (“Shares”), of
BiomX Inc. (the “Issuer”) and (ii) 9,280,408 pre-funded
warrants to purchase Shares, each of which contain an issuance
limitation that prohibits the holder from exercising such warrants
to the extent that after giving effect to such issuance after
exercise, 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 9.99% of the Shares outstanding
immediately after giving effect to the issuance of the Shares upon
exercise of the warrants. |
|
2. |
This
percentage is calculated based upon 45,979,730 Shares outstanding
of the Issuer, which includes (i) 33,181,773 Shares outstanding of
the Issuer as set forth in the Issuer’s Annual Report on Form 10-K
for the year ending December 31, 2022 filed with the Securities and
Exchange Commission on May 1, 2023 and (ii) 12,797,957 Shares sold
in a private placement on May 4, 2023, as disclosed to the
Reporting Persons by the Issuer. |
Item 1. Security and Issuer
This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D
supplements and amends the Statement on Schedule 13D of OrbiMed
Israel GP Ltd. and OrbiMed Israel BioFund GP Limited Partnership
(the “Statement”) originally filed with the Securities and
Exchange Commission (the “SEC”) on November 7, 2019 as
amended by Amendment No. 1 (“Amendment No. 1”) filed with
the SEC on March 17, 2023. This Statement relates to the common
stock, par value $0.0001 per
share (“Shares”), of BiomX Inc., a corporation
organized under the laws of Delaware (the “Issuer”), with
its principal executive offices located at 22 Einstein St., Floor
4, Ness Ziona, Israel 7414003. The Shares are listed on the
NYSE American under the ticker symbol “PHGE”. Information given in
response to each item shall be deemed incorporated by reference in
all other items, as applicable.
As described in Amendment No. 1, on February 22, 2023, the Issuer
and certain investors entered into a Securities Purchase Agreement
relating to the private placement of an aggregate of 30,608,164
Shares, including Shares issuable upon the exercise of pre-funded
warrants to purchase additional Shares (“Pre-Funded
Warrants”), at a purchase price of $0.245 per Share and $0.244
per Pre-Funded Warrant (the “Offering”). On May 4, 2023, the
Issuer completed the second closing of the Offering and issued an
aggregate of 24,632,243 Shares and Pre-Funded Warrants. As a result
of the Reporting Persons’ (as defined below) participation in the
Offering, as described in Item 3 below, the percentage of
outstanding Shares that the Reporting Persons may be deemed to
beneficially own increased by more than one percent.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by OrbiMed Israel GP Ltd., an
Israeli company (“OrbiMed Israel”), OrbiMed Israel BioFund
GP Limited Partnership, an Israeli limited partnership (“OrbiMed
BioFund”), Carl L. Gordon, an individual (“Gordon”), and
Erez Chimovits, an individual (“Chimovits”) (collectively,
the “Reporting Persons”).
(b) — (c), (f) OrbiMed BioFund, a limited partnership organized
under the laws of Israel, is the general partner of OrbiMed Israel
Partners Limited Partnership (“OIP”), which each hold Shares
and Warrants (as defined below), as described herein. OrbiMed
BioFund has its principal offices at 5 Hahoshlim Street, Building
B, 1st Floor, Herzliya Pituach, Israel.
OrbiMed Israel, a corporation organized under the laws of Israel,
is the general partner of OrbiMed BioFund. OrbiMed Israel has its
principal offices at 5 Hahoshlim Street, Building B, 1st Floor,
Herzliya Pituach, Israel.
Chimovits has his principal offices at 5 Hahoshlim Street, Building
B, 1st Floor, Herzliya Pituach, Israel 46686, and Gordon has his
principal offices at 601 Lexington Avenue, 54th Floor, New York,
New York 10022.
The directors and executive officers of OrbiMed Israel and OrbiMed
BioFund are set forth on Schedules I and II, respectively, attached
hereto. Schedules I and II set forth the following information
with respect to each such person:
(i) name;
(ii) business
address;
(iii) present
principal occupation of employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted; and
(iv) citizenship.
(d) — (e) During the last five years, neither the Reporting Persons
nor any Person named in Schedules I through IV has been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Chimovits is a citizen of the State of Israel. Gordon is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other
Consideration
On and prior to the second closing of the Offering on May 4, 2023,
OrbiMed Israel and OrbiMed BioFund, pursuant to their authority
under the limited partnership agreement of OIP, as more
particularly referred to in Item 6 below, caused OIP to purchase
1,392,000 Shares and 7,490,449 Pre-Funded Warrants in the Offering.
The source of funds for such purchase was the working capital of
OIP.
As a result of the transactions described in this Item 3, OrbiMed
BioFund, as the general partner of OIP, may be deemed to be the
beneficial owner of approximately 9.9% of the outstanding Shares
and OrbiMed Israel, as the general partner of OrbiMed BioFund, may
be deemed to be the beneficial owner of approximately 9.9% of the
outstanding Shares (without giving effect to the 375,000 warrants
to purchase Shares (the “Warrants”) held by OIP or the
Pre-Funded Warrants, each of which contain an issuance limitation
that prohibits the holder from exercising such warrants to the
extent that after giving effect to such issuance after exercise,
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 9.99% of the Shares outstanding
immediately after giving effect to the issuance of the Shares upon
exercise of the warrants). OrbiMed Israel exercises this investment
power through an investment committee comprised of Gordon and
Chimovits, each of whom may be deemed, for purposes of Rule 13d-3
of the Securities Exchange Act of 1934, as amended, directly or
indirectly, including by reason of their mutual affiliation, to be
the beneficial owners of the Shares, Warrants, and Pre-Funded
Warrants.
Item 4. Purpose of Transaction
The Shares acquired by the Reporting Persons were acquired for the
purpose of making an investment in the Issuer and not with the
intention of acquiring control of the Issuer’s business on behalf
of the Reporting Persons’ respective advisory clients.
The Reporting Persons from time to time intend to review their
investment in the Issuer on the basis of various factors, including
the Issuer’s business, financial condition, results of operations
and prospects, general economic and industry conditions, the
securities markets in general and those for the Issuer’s Shares in
particular, as well as other developments and other investment
opportunities. Based upon such review, the Reporting Persons
will take such actions in the future as the Reporting Persons may
deem appropriate in light of the circumstances existing from time
to time. If the Reporting Persons believe that further
investment in the Issuer is attractive, whether because of the
market price of Shares or otherwise, they may acquire Shares or
other securities of the Issuer either in the open market or in
privately negotiated transactions. Similarly, depending on market
and other factors, the Reporting Persons may determine to dispose
of some or all of the Shares currently owned by the Reporting
Persons or otherwise acquired by the Reporting Persons either in
the open market or in privately negotiated transactions.
Except as set forth in this Statement, the Reporting Persons have
not formulated any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of
the assets of the Issuer or any of its subsidiaries, (d) any change
in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any
material change in the Issuer’s capitalization or dividend policy
of the Issuer, (f) any other material change in the Issuer’s
business or corporate structure, (g) any change in the Issuer’s
charter or bylaws or other instrument corresponding thereto or
other action which may impede the acquisition of control of the
Issuer by any person, (h) causing a class of the Issuer’s
securities to be deregistered or delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The following disclosure is based upon 45,979,730
Shares outstanding of the Issuer, which includes (i) 33,181,773
Shares outstanding of the Issuer as set forth in the Issuer’s
Annual Report on Form 10-K for the year ending December 31, 2022
filed with the SEC on May 1, 2023 and (ii) 12,797,957 Shares sold
at the second closing of the Offering, as disclosed to the
Reporting Persons by the Issuer.
As of the date of this filing, OIP holds 4,553,489 Shares, 375,000
Warrants, and 9,280,408 Pre-Funded Warrants, constituting
approximately 9.9% of the issued and outstanding Shares (without
giving effect to the Warrants or the Pre-Funded Warrants, which
each contain a beneficial ownership limitation of 9.99%, as
discussed in Item 3 above). OrbiMed BioFund is the general
partner of OIP pursuant to the terms of the limited partnership
agreement of OIP, and OrbiMed Israel is the general partner of
OrbiMed BioFund pursuant to the terms of the limited partnership
agreement of OrbiMed BioFund. OrbiMed Israel exercises this
investment power through an investment committee comprised of
Gordon and Chimovits. As a result, OrbiMed Israel, OrbiMed BioFund,
Gordon, and Chimovits share the power to direct the vote and
disposition of the Shares, Warrants, and Pre-Funded Warrants held
by OIP, and OrbiMed Israel, OrbiMed BioFund, Gordon, and Chimovits
may be deemed directly or indirectly, including by reason of their
mutual affiliation, to be the beneficial owners of the Shares,
Warrants, and Pre-Funded Warrants held by OIP.
In addition, OrbiMed Israel and OrbiMed BioFund, pursuant to their
authority under the limited partnership agreement of OIP, caused
OIP to enter into the agreements referred to in Item 6 below.
(c) The Reporting Persons have not effected any transactions during
the past sixty (60) days in any Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
In addition to the relationships between the Reporting Persons
described in Items 2 and 5 above, OrbiMed BioFund is the general
partner of OIP pursuant to the terms of the limited partnership
agreement of OIP. OrbiMed Israel is the general partner of OrbiMed
BioFund pursuant to the terms of the limited partnership agreement
of OrbiMed BioFund. Pursuant to these agreements and
relationships, OrbiMed BioFund has discretionary investment
management authority with respect to the assets of OIP and such
discretionary investment management authority is exercised through
OrbiMed Israel by action of the investment committee. Such
authority includes the power to vote and otherwise dispose of
securities held by OIP. The number of outstanding Shares of the
Issuer attributable to OIP is 4,553,489. The number of
outstanding Warrants of the Issuer attributable to OIP is 375,000.
The number of outstanding Pre-Funded Warrants of the Issuer
attributable to OIP is 9,280,408. OrbiMed BioFund, as the general
partner of OIP, may be considered to hold indirectly 4,553,489
Shares, 375,000 Warrants, and 9,280,408 Pre-Funded Warrants, and
OrbiMed Israel, as the general partner of OrbiMed Israel, may be
considered to hold indirectly 4,553,489 Shares, 375,000 Warrants,
and 9,280,408 Pre-Funded Warrants.
Registration Rights Agreement
On February 27, 2023, the Issuer and certain investors, including
OIP (the “Investors”), entered into a Registration Rights
Agreement (the “Registration Rights Agreement”) pursuant to
which the Issuer (i) agreed to register, or cause the Issuer to
register, for resale the Shares and Pre-Funded Warrants issued in
the Offering (the “Registrable Securities”) and (ii) granted
certain other registration rights to the Investors. In
particular, the Registration Rights Agreement provides
for the following registration rights:
Shelf registration rights. No later than 30 calendar
days following the second closing of the transactions contemplated
by the Securities Purchase Agreement (or if the second closing does
not occur, no later than 10 business days following such
termination), the Issuer is required to file with the SEC, a shelf
registration statement registering the resale of the Registrable
Securities, and use its commercially reasonable efforts to have
such registration statement declared effective by the SEC as
promptly as possible.
Expenses and indemnification. The fees, costs and
expenses of registrations pursuant to the registration
rights granted to the Investors under the Registration Rights
Agreement will be borne by the Issuer. The Registration
Rights Agreement contains customary cross-indemnification
provisions, under which the Issuesr is obligated to indemnify
holders of Registrable Securities in the event of material
misstatements or omissions in the registration statement
attributable to the Issuer, and holders of Registrable Securities
are obligated to indemnify the Issuser for material misstatements
or omissions attributable to them.
Securities of the Company shall cease to be Registrable Securities
upon the earliest to occur of (i) a registration statement with
respect to the sale of such Registrable Securities is declared
effective by the SEC under the Securities Act and such Registrable
Securities have been disposed of by the Investor in accordance with
such effective registration statement, (ii) such Registrable
Securities have been previously sold in accordance with Rule 144,
and (iii) such securities become eligible for resale without volume
or manner-of-sale restrictions pursuant to Rule 144 and without the
requirement for the Company to be in compliance with the current
public information requirement under Rule 144, as determined by
counsel to the Company pursuant to a written opinion letter to such
effect, addressed, delivered and acceptable to the Company’s
transfer agent and the affected Investors.
The foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement,
which is filed as Exhibit 2 and incorporated herein by
reference.
Item 7. Material to Be Filed as Exhibits
Exhibit |
Description |
1. |
Joint Filing Agreement among OrbiMed
Israel GP Ltd., OrbiMed Israel BioFund GP Limited Partnership, Carl
L. Gordon, and Erez Chimovits. |
2. |
Form of Registration Rights Agreement
(incorporated by reference to Exhibit 10.2 to the Issuer’s Current
Report on Form 8-K filed with the SEC on February 22, 2023 (SEC
File No. 001-38762)). |
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: May 8,
2023 |
By: |
/s/ Carl L. Gordon |
|
|
|
Carl L. Gordon |
|
|
|
|
|
|
By: |
/s/ Erez Chimovits |
|
|
|
Erez Chimovits |
|
|
|
|
|
ORBIMED ISRAEL GP
LTD. |
|
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Director |
|
|
|
|
|
|
ORBIMED ISRAEL
BIOFUND GP LIMITED PARTNERSHIP |
|
|
|
|
|
|
By: |
ORBIMED ISRAEL GP
LTD., its general partner |
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By: |
/s/ Carl L. Gordon |
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Name: Carl L. Gordon |
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Title: Director of OrbiMed Israel
GP Ltd. |
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SCHEDULE I
The names and present principal occupations of each of the
executive officers and directors of OrbiMed Israel GP Ltd. are set
forth below. Unless otherwise noted, each of these persons is a
United States citizen and has a business address of 5 Hahoshlim
Street, Building B, 1st Floor, Herzliya Pituach, Israel.
Name |
Position with Reporting Person |
Principal Occupation |
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Carl L. Gordon |
Director |
Director
OrbiMed Israel GP Ltd.
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Erez Chimovits
Israeli Citizen
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Director |
Director
OrbiMed Israel GP Ltd.
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SCHEDULE II
The business and operations of OrbiMed Israel BioFund GP Limited
Partnership are managed by the executive officers and directors of
its general partner, OrbiMed Israel GP Ltd., set forth on Schedule
I attached hereto.
EXHIBIT INDEX
Exhibit |
Description |
1. |
Joint Filing Agreement among OrbiMed
Israel GP Ltd., OrbiMed Israel BioFund GP Limited Partnership, Carl
L. Gordon, and Erez Chimovits. |
2. |
Form of Registration Rights Agreement
(incorporated by reference to Exhibit 10.2 to the Issuer’s Current
Report on Form 8-K filed with the SEC on February 22, 2023 (SEC
File No. 001-38762)). |
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