PHGE BiomX Inc

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 the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Cystic Fibrosis Foundation

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware, USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  4,552,315

  Shared Voting Power

  Sole Dispositive Power

  4,552,315

  Shared Dispositive Power

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,552,315

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.90%

  Type of Reporting Person (See Instructions)

  CO

Consists of 4,552,315 shares of common stock held by the Reporting Person. Excludes warrants to purchase 4,778,265 shares of common stock due to a Beneficial Ownership Limitation (defined in Item 4).

The percentage ownership was calculated based on 45,979,930 shares of the Issuer’s common stock outstanding as of December 26, 2023 (as reported in the Issuer’s Pre-Effective Amendment No. 1 to Form S-3 Registration Statement as filed by the Issuer with the Securities and Exchange Commission on December 28, 2023).

Name of issuer

BiomX Inc.

Address of issuer’s principal executive offices

22 Einstein St., 5th Floor, Ness Ziona, Israel 7414003

Name of person filing

Cystic Fibrosis Foundation

Address or principal business office or, if none, residence

4550 Montgomery Ave. Suite 1100N

Bethesda, MD 20814

Citizenship

United States

Title of class of securities

Common stock, $0.0001 par value per share

CUSIP No.

09090D103

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐  Broker or dealer registered under Section 15 of the Act;

☐  Bank as defined in Section 3(a)(6) of the Act;

☐  Insurance company as defined in Section 3(a)(19) of the Act;

☐  Investment company registered under Section 8 of the Investment Company Act of 1940;

☐  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐  An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

☐  A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

☐  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐  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;

☐  A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

☐  Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with       Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Ownership

Amount beneficially owned: 4,552,315*

Percent of class: 9.90%**

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 4,552,315

Shared power to vote or to direct the vote: 0

Sole power to dispose of or to direct the disposition of: 4,552,315

Shared power to dispose of or to direct the disposition of: 0

Consists of 4,552,315 shares of common stock held by the Reporting Person. Excludes warrants to purchase an aggregate of 4,778,265 shares of common stock that contain 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 (the “Beneficial Ownership Limitation”).

The percentage ownership was calculated based on 45,979,930 shares of the Issuer’s common stock outstanding as of December 26, 2023 (as reported in the Issuer’s Pre-Effective Amendment No. 1 to Form S-3 Registration Statement as filed by the Issuer with the Securities and Exchange Commission on December 28, 2023).

Ownership of 5 Percent or Less of a Class.

Not applicable.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Identification and Classification of Members of the Group.

Not applicable.

Notice of Dissolution of Group.

Not applicable.

Certifications.