Statement of Ownership (sc 13g)
31 Dicembre 2019 - 10:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO §240.13d-2
BiomX
Inc.
(Name of Issuer)
Common
Stock, $0.0001 par value
(Title of Class of Securities)
09090D103
(CUSIP Number)
December
18, 2019
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1 (b)
☒
Rule 13d-1 (c)
☐
Rule 13d-1 (d)
*
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.
The
information required in 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).
(Continued
on following page(s))
Page 1 of 7 Pages
|
CUSIP
No. 09090D103
|
13G
|
Page 2 of 7 Pages
|
|
1
|
NAME OF REPORTING PERSON
Mountain Wood, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
2,900,000(1)
|
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
2,900,000(1)
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,900,000(1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
|
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
|
|
(1)
|
Consists of 2,900,000 shares issuable upon exercise
of 2,900,000 warrants. Each warrant is exercisable at a price of $11.50 per full share and expires on October 28, 2024.
|
|
CUSIP
No. 09090D103
|
13G
|
Page
3 of 7 Pages
|
|
1
|
NAME
OF REPORTING PERSON
Kerry
Propper
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
2,900,000(1)
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7.
|
SOLE
DISPOSITIVE POWER
2,900,000(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,900,000(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
(1)
|
Consists of securities owned by Mountain Wood, LLC.
|
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CUSIP
No. 09090D103
|
13G
|
Page 4 of 7 Pages
|
Item
1.
|
|
(a)
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Name
of Issuer: BiomX Inc.
|
|
|
|
|
|
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(b)
|
Address
of Issuer’s Principal Executive Offices:
|
7
Pinhas Sapir St., Floor 2
Ness
Ziona, Israel 7414002
Item
2.
|
|
(a)
|
Name
of Person Filing: Mountain Wood, LLC
|
|
|
|
Kerry
Propper
|
|
|
(b)
|
Address
of Principal Business Office or if none, Residence:
|
c/o
Chardan Healthcare Acquisition Corp.
17
State Street, 21st Floor
New York, NY 10004
|
|
(c)
|
Citizenship:
Mountain Wood, LLC – Delaware
|
Kerry
Propper – United States
|
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(d)
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Title
of Class of Securities: Common Stock, $0.0001 par value
|
|
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(e)
|
CUSIP
Number: 09090D103
|
|
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(a)
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Amount
Beneficially Owned:
|
Mountain
Wood, LLC – 2,900,000 shares. Consists of 2,900,000 shares issuable upon exercise of 2,900,000 warrants. Each warrant is
exercisable at a price of $11.50 per full share and expires on October 28, 2024.
Kerry
Propper – 2,900,000 shares. Consists of securities owned by Mountain Wood, LLC.
Kerry
Propper has voting and dispositive power over the securities owned by Mountain Wood, LLC.
Mountain
Wood, LLC –11.6%
Kerry
Propper – 11.6%
The
foregoing percentages are based on 22,041,620 shares of common stock outstanding as of December 3, 2019.
|
CUSIP
No. 09090D103
|
13G
|
Page 5 of 7 Pages
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
sole
power to vote or to direct the vote:
|
Mountain
Wood, LLC – 2,900,000 shares.
Kerry
Propper – 2,900,000 shares.
|
|
(ii)
|
shared
power to vote or to direct the vote:
|
Mountain
Wood, LLC – 0 shares.
Kerry
Propper – 0 shares.
|
|
(iii)
|
sole
power to dispose or to direct the disposition of:
|
Mountain
Wood, LLC – 2,900,000 shares.
Kerry
Propper – 2,900,000 shares.
|
|
(iv)
|
shared
power to dispose or to direct the disposition of:
|
Mountain
Wood, LLC – 0 shares.
Kerry
Propper – 0 shares.
|
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 Subsidiary Which Acquired the Securities: 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.
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Certifications:
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.
|
|
CUSIP
No. 09090D103
|
13G
|
Page 6 of 7 Pages
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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.
December
30, 2019
|
|
MOUNTAIN
WOOD, LLC
|
|
|
|
|
|
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By:
|
/s/
Kerry Propper
|
|
|
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Name:
Kerry Propper
|
|
|
|
Title:
Managing Member
|
|
|
|
|
|
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/s/
Kerry Propper
|
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Kerry
Propper
|
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common
stock, $0.0001 par value, of BiomX Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included
as an Exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this agreement as of December 30, 2019.
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MOUNTAIN
WOOD, LLC
|
|
|
|
|
|
|
By:
|
/s/
Kerry Propper
|
|
|
|
Name:
Kerry Propper
|
|
|
|
Title:
Managing Member
|
|
|
|
|
|
|
|
/s/
Kerry Propper
|
|
|
|
Kerry
Propper
|
Grafico Azioni BiomX (AMEX:PHGE.U)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni BiomX (AMEX:PHGE.U)
Storico
Da Dic 2023 a Dic 2024
