Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Flynn James E 2. Issuer Name and Ticker or Trading Symbol BiomX Inc. [PHGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) *Director by Deputization (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2025 (Street) NEW YORK, NY 10010 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$0.9306

04/21/2025

A

1,611,864

(1)

04/21/2030

Common Stock

1,611,864

(1)

1,611,864

I

Through Deerfield Private Design Fund V, L.P.(2)(3)

Warrants

$0.9306

04/21/2025

A

1,611,864

(1)

04/21/2030

Common Stock

1,611,864

(1)

1,611,864

I

Through Deerfield Healthcare Innovations Fund II, L.P.(2)(3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010	X			*Director by Deputization
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010	X			*Director by Deputization
Deerfield Mgmt V, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010	X			*Director by Deputization
Deerfield Mgmt HIF, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10017	X			*Director by Deputization
Deerfield Private Design Fund V, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10017	X			*Director by Deputization
Deerfield Healthcare Innovations Fund II, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10017	X			*Director by Deputization

Signatures

/s/ Jonathan Isler, Attorney-in-Fact		04/23/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
(2)	This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P.
(3)	In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks: Jonathan S. Leff, a partner in Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 18, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.

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