Form SC 13G - Statement of acquisition of beneficial ownership by individuals
September 29 2023 - 8:20AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. )*
BiomX Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09090D103
(CUSIP Number)
Rodney Hodges
Director
c/o Geneva Trust Company (GTC) SA, Rue de l’Athénée 34
1206
Genève, Switzerland
Tel +41 22 789 1200
(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)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| * | 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 (the
“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).
CUSIP No. 09090D103 |
13G |
Page
2 of 11 Pages |
1. |
NAMES OF REPORTING PERSON
Rodney Hodges |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
2,839,714 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
2,839,714 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,839,714 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 09090D103 |
13G |
Page
3 of 11 Pages |
1. |
NAMES OF REPORTING PERSON
POD Sàrl |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
2,839,714
|
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
2,839,714
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,839,714 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
12. |
TYPE OF REPORTING PERSON (see instructions)
CO |
CUSIP No. 09090D103 |
13G |
Page
4 of 11 Pages |
1. |
NAMES OF REPORTING PERSON
Geneva Holding Company (GHC) SA |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
2,839,714
|
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
2,839,714
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,839,714 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
CUSIP No. 09090D103 |
13G |
Page
5 of 11 Pages |
1. |
NAMES OF REPORTING PERSON
Geneva Trust Company (GTC) SA |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
2,839,714
|
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
2,839,714
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,839,714 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
CUSIP No. 09090D103 |
13G |
Page
6 of 11 Pages |
1. |
NAMES OF REPORTING PERSON
Centaurus Investments Limited |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
2,839,714
|
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
2,839,714
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,839,714 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
CUSIP No. 09090D103 |
13G |
Page 7 of 11 Pages |
1. |
NAMES OF REPORTING PERSON
Telmina Limited |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
2,839,714
|
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
2,839,714
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,839,714 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
Item 1.
(a) |
Name of Issuer
BiomX Inc. (the “Issuer”) |
|
|
(b) |
Address of Issuer’s Principal Executive Offices
22 Einstein Street, Floor 4
Ness Ziona 7414003, Israel |
Item 2.
(a) | Name
of Person Filing: |
This Statement of Beneficial Ownership on Schedule 13G,
filed on September 29, 2023 (the “Statement”) is being filed by each of:
| (ii) | Centaurus Investments Limited; |
| (iii) | Geneva Holding Company (GHC) SA; |
| (iv) | Geneva Trust Company (GTC) SA; |
| (v) | POD Sàrl (all
of which, above, are the “Reporting Entities”); and |
| (vi) | Rodney Hodges (the
“Reporting Individual”), |
(each
a “Reporting Person” and, collectively, the “Reporting Persons”). This Schedule 13G is being filed
pursuant to a Joint Filing Agreement (the “Joint Filing Agreement”), a copy of which is filed herewith as Exhibit
99.1.
Telmina Limited (“Telmina”) is an investment holding company that purchased the Shares (as defined below) of the Issuer that are the subject of this Statement of Beneficial Ownership on Schedule 13G. The entire share capital of Centaurus Investments Limited, the parent holding company of Telmina, is held by Geneva Trust Company (GTC) SA (as trustee of the VT Two Trust). Geneva Trust Company (GTC) SA, a subsidiary of Geneva Holding Company (GHC) SA, as trustee of VT Two Trust, has the authority to dispose of and exercise control over the disposal of the assets of the VT Two Trust. POD Sàrl, of which Mr. Rodney Hodges holds 100% of the share capital, wholly owns Geneva Holding Company (GHC) SA.
The Reporting Individual does not make day-to-day voting or investment decisions with respect to the Shares held by the Reporting Entities and therefore disclaims beneficial ownership of them except to the extent of his pecuniary interest therein.
(b) |
Address of Principal Business Office or, if None, Residence:
The principal business office of each of the Reporting Persons are:
Rodney Hodges, Rue de l’Athénée
34, 1206 Genève, Switzerland
POD Sàrl, Rue de
l’Athénée 34, 1206 Genève, Switzerland
Geneva Holding Company (GHC) SA, Rue de l’Athénée
34, 1206 Genève, Switzerland
Geneva Trust Company (GTC) SA, Rue de l’Athénée
34, 1206 Genève, Switzerland
Centaurus Investments Limited, Rue de l’Athénée
34, 1206 Genève, Switzerland
Telmina Limited, Rue de l’Athénée
34, 1206 Genève, Switzerland |
(c) |
Citizenship:
POD Sàrl, Geneva Holding Company (GHC) SA, and Geneva Trust Company (GTC) SA are organized
under the laws of Switzerland and Centaurus Investments Limited and Telmina Limited are organized under the laws of the British Virgin
Islands. The Reporting Individual is a citizen of the United Kingdom.
|
|
|
(d) |
Title of Class of Securities
Common
Stock, par value $0.0001 per share (the “Shares”) |
|
|
(e) |
CUSIP Number
09090D103 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
(g) |
☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
(j) |
☐ |
A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
|
|
|
(k) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________
Not applicable.
Item 4. Ownership.
(a) (b) Number and percentage of Issuer Shares beneficially
owned by each Reporting Person:
Reporting Person | |
Number of Shares | | |
Percentage of Class | |
Rodney Hodges | |
| 2,839,714 | | |
| 6.2 | % |
POD Sàrl | |
| 2,839,714 | | |
| 6.2 | % |
Geneva Holding Company (GHC) SA | |
| 2,839,714 | | |
| 6.2 | % |
Geneva Trust Company (GTC) SA | |
| 2,839,714 | | |
| 6.2 | % |
Centaurus Investments Limited | |
| 2,839,714 | | |
| 6.2 | % |
Telmina Limited | |
| 2,839,714 | | |
| 6.2 | % |
With respect to each of
the Reporting Persons:
(a) |
Number of shares as to which the Reporting Person has: |
|
|
|
|
(i) |
Sole power to vote or to direct the vote:
Rodney Hodges: 0
POD Sàrl: 0
Geneva Holding Company (GHC) SA: 0
Geneva Trust Company (GTC) SA: 0
Centaurus Investments Limited: 0
Telmina Limited: 0 |
|
(ii) |
Shared power to vote or to direct the vote:
Rodney Hodges: 2,839,714
POD Sàrl: 2,839,714
Geneva Holding Company (GHC) SA: 2,839,714
Geneva Trust Company (GTC) SA: 2,839,714
Centaurus Investments Limited: 2,839,714
Telmina Limited: 2,839,714 |
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of:
Rodney Hodges: 0
POD Sàrl: 0
Geneva Holding Company (GHC) SA: 0
Geneva Trust Company (GTC) SA: 0
Centaurus Investments Limited: 0
Telmina Limited: 0 |
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of:
Rodney Hodges: 2,839,714
POD Sàrl: 2,839,714
Geneva Holding Company (GHC) SA: 2,839,714
Geneva Trust Company (GTC) SA: 2,839,714
Centaurus Investments Limited: 2,839,714
Telmina Limited: 2,839,714 |
Based on the Form 10-Q filed by the Issuer on August
9, 2023, there were 45,979,730 Shares of the Issuer outstanding as of August 3, 2023.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby certifies as
follows:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
RODNEY HODGES |
|
POD SÀRL |
|
|
|
|
|
By: |
/s/ Rodney
Hodges |
|
By: |
/s/ Rodney
Hodges |
Name: |
Rodney Hodges |
|
Name: |
Rodney Hodges |
Date: |
September
28, 2023 |
|
Title: |
Authorized Signatory |
|
|
|
Date: |
September
28, 2023 |
|
|
|
|
|
GENEVA HOLDING COMPANY (GHC) SA |
|
GENEVA TRUST COMPANY (GTC) SA |
|
|
|
By: |
/s/ Rodney
Hodges |
|
By: |
/s/ Rodney
Hodges |
Name: |
Rodney Hodges |
|
Name: |
Rodney Hodges |
Title: |
Authorized Signatory |
|
Title: |
Authorized Signatory |
Date: |
September
28, 2023 |
|
Date: |
September
28, 2023 |
|
|
|
|
|
By: |
/s/ Tobias
Reinmann |
|
By: |
/s/ Tobias
Reinmann |
Name: |
Tobias Reinmann |
|
Name: |
Tobias Reinmann |
Title: |
Authorized Signatory |
|
Title: |
Authorized Signatory |
Date: |
September
28, 2023 |
|
Date: |
September
28, 2023 |
|
|
|
|
|
CENTAURUS INVESTMENTS LIMITED |
|
TELMINA LIMITED |
|
|
|
|
|
By: |
/s/ Rodney
Hodges |
|
By: |
/s/ Rodney
Hodges |
Name: |
Rodney Hodges |
|
Name: |
Rodney Hodges |
Title: |
Authorized Signatory for and on behalf of Champel Directors
Limited |
|
Title: |
Authorized Signatory for and on behalf of Champel Directors
Limited |
Date: |
September
28, 2023 |
|
Date: |
September
28, 2023 |
|
|
|
|
|
By: |
/s/ Tobias
Reinmann |
|
By: |
/s/ Tobias
Reinmann |
Name: |
Tobias Reinmann |
|
Name: |
Tobias Reinmann |
Title: |
Authorized Signatory for and on behalf of Florissant
Global Limited |
|
Title: |
Authorized Signatory for and on behalf of Florissant
Global Limited |
Date: |
September
28, 2023 |
|
Date: |
September
28, 2023 |
Page 11 of 11 Pages
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of ordinary shares of BiomX Inc. Each
of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the equity securities of
BiomX Inc. beneficially owned by each of them and further agree that this Joint Filing Agreement be included as an Exhibit to such Schedule
13G and any amendments thereto.
In evidence thereof, the undersigned, being duly
authorized, have executed this Joint Filing Agreement this twenty-eighth day of September 2023. This agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
Date: September 28, 2023
Rodney Hodges |
|
POD Sàrl |
|
|
|
|
|
By: |
/s/ Rodney
Hodges |
|
By: |
/s/ Rodney
Hodges |
Name: |
Rodney Hodges |
|
Name: |
Rodney Hodges |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
Geneva Holding Company (GHC) SA |
|
Geneva Trust Company (GTC) SA |
|
|
|
|
|
By: |
/s/ Rodney
Hodges |
|
By: |
/s/ Rodney
Hodges |
Name: |
Rodney Hodges |
|
Name: |
Rodney Hodges |
Title: |
Authorized Signatory |
|
Title: |
Authorized Signatory |
|
|
|
|
|
By: |
/s/ Tobias
Reinmann |
|
By: |
/s/ Tobias
Reinmann |
Name: |
Tobias Reinmann |
|
Name: |
Tobias Reinmann |
Title: |
Authorized Signatory |
|
Title: |
Authorized Signatory |
Centaurus Investments Limited |
|
Telmina Limited |
|
|
|
|
|
By: |
/s/ Rodney
Hodges |
|
By: |
/s/ Rodney
Hodges |
Name: |
Rodney Hodges |
|
Name: |
Rodney Hodges |
Title: |
Authorized Signatory for and on behalf of Champel Directors
Limited |
|
Title: |
Authorized Signatory for and on behalf of Champel Directors
Limited |
|
|
|
|
|
By: |
/s/ Tobias
Reinmann |
|
By: |
/s/ Tobias
Reinmann |
Name: |
Tobias Reinmann |
|
Name: |
Tobias Reinmann |
Title: |
Authorized Signatory for and on behalf of Florissant
Global Limited |
|
Title: |
Authorized Signatory for and on behalf of Florissant
Global Limited |
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