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Item 9A. Controls and Procedures

2025-03-25 compared with 2024-04-04 · 1925 added, 1539 removed, 925 unchanged (79% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and our Interim Chief Financial Officer (our principal executive officer and principal financial officer, respectively),

performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) as of December 31, 2023.

Based on the aforementioned evaluation, our management has concluded that our disclosure controls

and procedures were effective at a reasonable assurance level as of December 31, 2023.

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting has been designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles in the United States of America.

Our internal control over financial reporting includes

policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions

and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures

are being made only in accordance with authorization of our management and directors;

and provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal

control over financial reporting on December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission 2013 framework, in Internal Control—Integrated Framework .

that assessment under those criteria, management has determined that, as of December 31, 2023, our internal control over financial reporting

was effective.

We are exempt from this requirement to provide an attestation report

of our independent registered public accounting firm regarding internal control over financial reporting due to our status under the Exchange

Act as a non-accelerated filer as of the current time Changes in Internal Control over Financial Reporting

There have been no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter

of fiscal year 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and

principal financial officer, respectively), performed an evaluation of the effectiveness of our disclosure controls and procedures (as

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Based on the aforementioned evaluation, our

management has concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31,

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over

financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect transactions and dispositions of our assets;

provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the

United States of America, and that receipts and expenditures are being made only in accordance with authorization of our management and

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of our assets that could have a material effect on our financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting on December 31, 2024.

In making this assessment, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework, in Internal Control—Integrated

Based on that assessment under those criteria, management has determined that, as of December 31, 2024, our internal control

over financial reporting was effective.

are exempt from this requirement to provide an attestation report of our independent registered public accounting firm regarding internal

control over financial reporting due to our status under the Exchange Act as a non-accelerated filer as of the current time.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fourth quarter of fiscal year 2024 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

Trading Arrangements

three months ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”

Grant of Bonuses

On March 24, 2025, the Board approved the payment of bonuses, payable

in cash in amounts that equals to three-month salary for each of our Chief Executive Officer, Chief Financial Officer and Chief Development

Officer, in the amounts of $102,000, $55,000 and $64,000, respectively.

Upon payment of the bonuses, the non-statutory severance period

for each of such officers, as agreed with the Company, will be shortened by three months.

the three months ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K .

Ratification of Stock Issuance

2, 2024, our Board of Directors adopted resolutions, or the Resolutions, approving the ratification of the issuance of one share of Common

Stock issued in connection with the consummation of the Acquisition pursuant to Section 204 of the Delaware General Corporation Law, or

the Ratification.

A copy of the Resolutions adopted by our Board of Directors setting forth the information with respect to the Ratification

required under Section 204 of the Delaware General Corporation Law is set forth in Exhibit 99.1 to this Annual Report.

Any claim that

any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization

specified in the Resolutions, or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance

with Section 204 of the Delaware General Corporation Law not be effective, or be effective only on certain conditions, must be brought

within 120 days from the giving of this notice (which is deemed to be given on the date that this Annual Report is filed with the SEC).

DISCLOSURE REGARDING FOREIGN JURISDICITIONS THAT PREVENT

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICITIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the names, ages and positions

of each of the individuals who serve as our executive officers and member of the Board of Directors, or Board, as of April 3, 2024.

of each of the individuals who serve as our executive officers and member of the Board, as of March 25, 2025.

Executive Officers

1 unchanged sentence

Chief Executive Officer and Director

Chief Business Officer

Marina Wolfson

Chief Financial Officer

Avraham Gabay

Interim Chief Financial Officer

Chief Development Officer

2 unchanged sentences

Director and Chairman of the Board of Directors

Susan Blum(1)

Jesse Goodman(3)

Jonathan Leff(2)

Alan Moses(2)

Gregory Merril (3)

Alan Moses(2)

Edward Williams(1)

Jesse Goodman(3)

Member of the audit committee

Member of the compensation

(3) Member of the nominating and

corporate governance committee

Executive Officers

Member of the nominating

and corporate governance committee

Solomon has served as the Chief Executive Officer and as a director of the Company since October 2019.

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Solomon was a co-founder, President, and Chief Executive Officer of ProClara Biosciences Inc.

NeuroPhage Pharmaceuticals Inc.), a biotechnology company pioneering an approach to treating neurodegenerative diseases.

Prior to joining

ProClara, he served for ten years in a classified military unit of the Israeli Defense Forces.

(formerly NeuroPhage Pharmaceuticals Inc.), a biotechnology company pioneering an approach to treating neurodegenerative diseases.

to joining ProClara, he served for ten years in a classified military unit of the Israeli Defense Forces.

Solomon holds B.Sc.

magna cum laude

in Physics and Mathematics from the Hebrew University, an M.Sc.

summa cum laude in Electrical Engineering from Tel Aviv University, and

an MBA with honors from the Harvard Business School.

We believe that Mr.

qualifications to sit on our Board include his extensive board and management experience in the biotech industry.

Assaf Oron has served

as the Chief Business Officer of the Company since October 2019.

Oron served as Chief Business Officer of BiomX Ltd.

2017 to October 2019.

Prior to this position, he served in various roles at Evogene Ltd.

(Nasdaq:EVGN), an agriculture biotechnology company,

which utilizes a proprietary integrated technology infrastructure to enhance seed traits underlying crop productivity, from March 2006

to December 2016, including Executive Vice President of Strategy and Business Development and Executive Vice President of Corporate Development.

Prior to joining Evogene, Mr.

Oron served as Chief Executive Officer of ChondroSite Ltd., a biotechnology company that develops engineered

tissue products in the field of orthopedics and as a senior project manager and strategic consultant at Israeli management consulting

company POC Ltd.

Oron holds an M.Sc.

in Biology (bioinformatics) and a B.Sc.

in Chemistry and Economics, both from Tel Aviv University.

cum laude in Physics and Mathematics from the Hebrew University, an M.Sc.

summa cum laude in Electrical Engineering from Tel Aviv University,

and an MBA with honors from the Harvard Business School.

believe that Mr.

Solomon’s qualifications to sit on our Board include his extensive board and management experience in the biotech

Marina Wolfson has served

as the Chief Financial Officer of the Company since April 2022 and is currently on a maternity leave.

Wolfson served in several finance

and operations roles in the Company from December 2019 to March 2022.

Wolfson’s experience includes working with large pharmaceutical

and hi-tech companies, as well as venture capital funds.

as the Chief Financial Officer of the Company since April 2022.

Wolfson served in several finance and operations roles in the Company

from December 2019 to March 2022.

Wolfson’s experience includes working with large pharmaceutical and hi-tech companies, as

well as venture capital funds.

Prior to joining the Company, Ms.

Wolfson worked as Vice President of Finance

at BioView Ltd.

(TASE:BIOV) from 2010 to 2019 and a senior auditor at Ernst & Young, from 2007 to 2010.

Wolfson is a certified

public accountant in Israel and holds a B.A in Economics and Accounting (with honors) and an MBA (with honors, specializing in finance)

from Ben-Gurion University.

Gabay has served as the Company’s interim Chief Financial Officer, since the commencement of the maternity leave of Ms.

Wolfson, the Company’s Chief Financial Officer, in November 2023, and will serve in that role for as long as Ms.

Wolfson is on such

Prior to his appointment, from 2021 until 2023, Mr.

Gabay served as the chief financial officer at Oravax Inc., a biotechnology

company focusing on research and development of an oral vaccine.

Prior to that, from 2019 until 2021, Mr.

Gabay was the chief financial

officer at Oramed Pharmaceuticals Inc.

ORMP), which is developing an oral delivery platform for proteins and focusing on oral

From 2015 to 2019, Mr.

Gabay served as a corporate controller at Orcam Technologies Ltd., a company which develops, manufactures

and sells a wearable assistive technology device for people who are blind, visually impaired or have reading or other disabilities.

2014 to 2015, Mr.

Gabay provided economic services in the advisory department of KPMG Israel, a certified public accounting firm, and

from 2013 to 2014, he worked in the tax department of the law firm, Gornitzky & Co.

In addition, Mr.

Gabay serves as a director on

the board of Nala Digital Ltd., a public company whose shares are listed for trading on the Tel Aviv Stock Exchange.

Gabay holds a

bachelor’s degree in law and accounting (magna cum-laude) from Tel-Aviv University and is a certified public accountant in Israel

and a member of the Israeli Bar Association.

Merav Bassan has

served as the Chief Development Officer of the Company since October 2019.

Prior to this position, she served in various development roles

at Teva Pharmaceutical Industries Limited between 2005 and 2019, including Vice President, Head of Translational Sciences, Specialty Clinical

Development R&D from 2017 to 2019, Vice President, Pain and Global Internal Medicine, Project Leadership, Innovative Product Development,

Global IR&D from 2015 to 2017, and Project Champion, Senior Director, Innovative Product Development, Global IR&D from 2009 to

Wolfson worked as Vice President of Finance at BioView Ltd.

from 2010 to 2019 and a senior auditor at Ernst & Young, from 2007 to 2010.

Wolfson is a certified public accountant in Israel

and holds a B.A in Economics and Accounting (with honors) and an MBA (with honors, specializing in finance) from Ben-Gurion University.

Merav Bassan has served as the Chief Development Officer of the Company since October 2019.

Prior to this position,

she served in various development roles at Teva Pharmaceutical Industries Limited between 2005 and 2019, including Vice President, Head

of Translational Sciences, Specialty Clinical Development R&D from 2017 to 2019, Vice President, Pain and Global Internal Medicine,

Project Leadership, Innovative Product Development, Global IR&D from 2015 to 2017, and Project Champion, Senior Director, Innovative

Product Development, Global IR&D from 2009 to 2015.

Bassan holds a B.Sc.

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in Human Genetics and a Ph.D.

in Neurobiology from Tel Aviv University, and she completed

a Post-Doctoral Fellowship in Neuroscience at Harvard Medical School at Harvard University.

The biography of Mr.

is set forth above under the header “Executive Officers.” The biographies of our non-employee directors are set forth below:

Russell Greig has served as a

director and chairman of the Board of the Company since October 2019.

Greig has more than 44 years of experience in the

pharmaceutical industry, with knowledge and expertise in research and development, business development and commercial operations.

spent the majority of his career at GlaxoSmithKline, or GSK, where he held a number of positions including GSK’s President of Pharmaceuticals

International from 2003 to 2008 and Senior Vice President Worldwide Business Development.

From 2008 to 2010, Dr.

Greig was also President

of SR One, GSK’s corporate venture group.

He is currently Chairman of Cardior (Germany), Nucleome Therapeutics (UK) and BiomX (NYSE).

Neurobiology from Tel Aviv University, and she completed a Post-Doctoral Fellowship in Neuroscience at Harvard Medical School at Harvard

biography of Mr.

Solomon is set forth above under the header “Executive Officers.” The biographies of our non-employee directors

are set forth below:

Russell Greig has served as a director and chairman of the Board of the Company since October 2019.

Greig has more than 44 years

of experience in the pharmaceutical industry, with knowledge and expertise in research and development, business development and

commercial operations.

He spent the majority of his career at GlaxoSmithKline, or GSK, where he held a number of positions including

GSK’s President of Pharmaceuticals International from 2003 to 2008 and Senior Vice President Worldwide Business Development.

2008 to 2010, Dr.

Greig was also President of SR One, GSK’s corporate venture group.

He is currently Chairman of, Nucleome Therapeutics

(UK) and BiomX (NYSE).

In addition, Dr.

Greig previously served on the boards of Sanifit (Spain) (acquired by Vifor Pharma AG (SWX:

VIFN), Tigenix N.V.

by Takeda Pharmaceutical Company Limited), Ablynx N.V.

(acquired by Takeda Pharmaceutical Company Limited), Ablynx N.V.

(acquired by Sanofi, France) and Merus N.V.

He was previously Chairman

of Syntaxin Ltd (UK) (acquired by Ipsen), Novagali Pharma S.A.

(France) (acquired by Santen Pharmaceutical Co., Ltd.), and Isconova AB

(Sweden) (acquired by Novavax, Inc.

He served as acting Chief Executive Officer at Genocea Biosciences (Nasdaq:

and Isconova AB for an interim period.

He was also a member of the Scottish Scientific Advisory Committee, reporting to the First

Minister of Scotland.

We believe that Dr.

qualifications to sit on our Board include his extensive board and leadership experience in business development and in drug research

and development in the pharmaceutical industry.

Jonathan Leff has

served as a director of the Company since March 2024.

Leff is a Partner at Deerfield Management Company, L.P., or Deerfield and Chairman

of the Deerfield Institute.

He joined Deerfield in 2013 and focuses on venture capital and structured investments in biotechnology and

pharmaceuticals.

He was previously Chairman of Syntaxin Ltd (UK) (acquired by Ipsen), Novagali Pharma S.A.

(France) (acquired by Santen Pharmaceutical

Co., Ltd.), and Isconova AB (Sweden) (acquired by Novavax, Inc.

He served as acting Chief Executive Officer at Genocea

Biosciences (Nasdaq:

GNCA) and Isconova AB for an interim period.

He was also a member of the Scottish Scientific Advisory Committee,

reporting to the First Minister of Scotland.

believe that Dr.

Greig’s qualifications to sit on our Board include his extensive board and leadership experience in business

development and in drug research and development in the pharmaceutical industry.

Susan Blum has served as a director

of the Company since April 2024.

Blum is the Chief Financial Officer of Melinta Therapeutics, LLC, or Melinta, a company focused on

the development and commercialization of innovative therapies for acute and life-threatening illnesses.

Blum joined Melinta in 2016

as the company’s Controller, and then served as Vice President of Finance & Chief Accounting Officer prior to being appointed

to the Chief Financial Officer position in 2021.

Prior to joining Melinta, Ms.

Blum served as Corporate Controller at Textura Corporation

from 2013 to 2016, supporting the company’s IPO and transformation into a publicly-traded organization.

Blum also served in

leadership roles at Orbitz Worldwide, Inc.

OWW) from 2011 to 2013 and at Facet Biotech Corporation and PDL BioPharma, Inc.

PDLI) from 2004 to 2010, where she was responsible for such functions as external reporting and related compliance, technical accounting

and internal controls over financial reporting.

Blum began her career in public accounting at Ernst & Young, where she spent nearly

seven years working with a diverse client base ranging from large, public international engagements to development-stage enterprises.

Blum is a Certified Public Accountant, currently serves as a member of the BioNJ Cybersecurity Committee and holds a B.S.

Commerce from Santa Clara University.

We believe that Ms.

qualifications to sit on our Board include her executive leadership in both finance and accounting within the life sciences sector, and

will provide our company with significant expertise.

Jesse Goodman has served as a director of the Company since March 2024.

Goodman has been the director of the Center on Medical

Product Access, Safety and Stewardship, and professor of medicine and attending physician in infectious diseases, at Georgetown University

since March 2014.

Goodman also is an infectious disease physician at the Washington DC Veterans Affairs and Walter Reed Medical Centers.

He serves on the board of directors of GlaxoSmithKline plc, a multinational pharmaceutical company, which he joined in 2016, and chaired

that board’s science committee until early 2023, and he has served on the board of directors of Intellia Therapeutics, Inc., a

publicly traded biotechnology company, since October 2018.

Prior to the Merger Agreement, Dr.

Goodman served on the board of directors

He also has served as a president (2015 to 2020) and member (2015 to present) of the board of trustees of the United States Pharmacopeia

Convention, Inc.

From 2009 until February 2014, Dr.

Goodman served as the chief scientist of the FDA.

Goodman also served as deputy

commissioner for science and public health at the FDA from 2009 through 2012.

Prior to that, Dr.

Goodman was the director of the FDA’s

Center for Biologics Evaluation and Research from 2003 to 2009 and a senior advisor to the FDA commissioner from 1998 through 2000.

to his government service, Dr.

Goodman was professor of medicine and chief of infectious diseases at the University of Minnesota.

Goodman has served on numerous advisory boards and committees for national and international health care organizations, including the

CDC, the National Institute of Health, the World Health Organization and the Coalition on Epidemic Preparedness Innovations.

received a B.S.

in biology from Harvard College, a master’s in public health from the University of Minnesota and an M.D.

the Albert Einstein College of Medicine, and did his residency and fellowship training in medicine, infectious diseases and oncology

at the Hospital of the University of Pennsylvania and at the University of California in Los Angeles, where he was also chief medical

He has been elected to the Institute of Medicine of the National Academy of Sciences.

believe that Dr.

Goodman’s qualifications to sit on our Board include his extensive board and leadership experience in clinical

development in the pharmaceutical industry and regulation.

Leff has served as a director of the Company since March 2024.

Leff is a Partner at Deerfield Management Company, L.P., or

Deerfield and Chairman of the Deerfield Institute.

He joined Deerfield in 2013 and focuses on venture capital and structured investments

in biotechnology and pharmaceuticals.

Prior thereto, Mr.

Leff served as Managing Director at Warburg Pincus LLC from 2000 to 2012, where he led the firm’s

investment efforts in biotechnology and pharmaceuticals.

Leff also previously served as a member of the Executive Committee of the

Board of the National Venture Capital Association, or NVCA, and led NVCA’s life sciences industry efforts as Chair of NVCA’s

Medical Innovation and Competitiveness Coalition.

He also served on the Emerging Companies Section Board of the Biotechnology Industry

Organization.

Leff is involved in the governance of several not-for-profit organizations, including serving as a member of the board

of directors of the Spinal Muscular Atrophy Foundation and sitting on the Columbia University Medical Center Board of Advisors.

serves on the board of directors of Larimar Therapeutics, Inc., a publicly traded biotechnology company.

Leff also previously served

on the boards of several other publicly traded biotechnology and pharmaceutical companies, including ARS Pharmaceuticals, Inc., from 2022

to 2023, Proteon Therapeutics, Inc.

Leff served as Managing Director at Warburg Pincus LLC from 2000 to 2012, where

he led the firm’s investment efforts in biotechnology and pharmaceuticals.

Leff also previously served as a member of the Executive

Committee of the Board of the National Venture Capital Association, or NVCA, and led NVCA’s life sciences industry efforts as Chair

of NVCA’s Medical Innovation and Competitiveness Coalition.

He also served on the Emerging Companies Section Board of the Biotechnology

Industry Organization.

Leff is involved in the governance of several not-for-profit organizations, including serving as a member

of the board of directors of the Spinal Muscular Atrophy Foundation and sitting on the Columbia University Medical Center Board of Advisors.

He currently serves on the board of directors of Larimar Therapeutics, Inc., a publicly traded biotechnology company.

Leff also previously

served on the boards of several other publicly traded biotechnology and pharmaceutical companies, including ARS Pharmaceuticals, Inc.,

from 2022 to 2023, Proteon Therapeutics, Inc.

from 2017 to 2019, AveXis, Inc.

from 2014 to 2017 and Nivalis Therapeutics, Inc.

from 2014 to 2016.

He currently serves on the boards of several private biopharmaceutical companies and has previously served on the boards of other privately

held biopharmaceutical companies.

He currently serves on the boards of several private biopharmaceutical companies and has previously served on the boards of

other privately held biopharmaceutical companies.

Leff received his A.B.

from Harvard University, MBA from the Stanford University Graduate School

of Business and M.S.

from Harvard University, MBA from the Stanford University

Graduate School of Business and M.S.

in Biotechnology from Johns Hopkins University.

believe that Mr.

Leff’s qualifications to sit on our Board include his extensive board and leadership experience in capital

markets and the pharmaceutical and biotech industries.

Gregory Merril

has served as a director of the Company since March 2024.

Merril founded APT in October 2016, and served as its Chief Executive Officer

until October 2023 and served on its board of directors until March 2024.

Currently, he lends his expertise to various startups, serving

in capacities ranging from advisor to executive director.

Merril served as Chief Executive Officer of Yost Labs, a developer of inertial

motion sensors used in fields such as physical rehabilitation and drone navigation, from August 2015 to December 2017.

Between 2011 and

August 2015, he founded and led Brain Sentry, a company dedicated to developing wearable sensors to detect head impacts risking traumatic

brain injury in sports including football, hockey, and lacrosse.

From October 2009 to February 2011, he served as chief operating officer

of Decision Technologies, which supported the U.S.

Navy and the Missile Defense Agency with technology acquisitions and deployments.

as the founding chief executive officer and chair of Interaction Laboratories from March 2002 to October 2009, Merril worked on patents

and products that enhanced physical activity in video games and military simulations.

Before this, he was the founding Chief Executive

Officer of HT Medical Systems, a company focusing on surgical training simulators, which merged with Immersion Corp (NASDAQ:

Merril is credited as inventor with 22 issued patents and holds a B.A.

in psychobiology from McDaniel College.

We believe that Mr.

qualifications to sit on our Board include his extensive board and leadership experience in capital markets and the pharmaceutical and

biotech industries.

Merril’s qualifications

to sit on our Board include his experience in drug research and development in the pharmaceutical industry.

Alan Moses has served as

21 unchanged sentences

to sit on our Board include his extensive leadership experience in clinical development in the pharmaceutical industry.

Gregory Merril

has served as a director of the Company since March 2024.

Merril founded APT in October 2016, and served as its Chief Executive Officer

until October 2023 and served on its board of directors until March 2024.

Currently, he lends his expertise to various startups, serving

in capacities ranging from advisor to executive director.

Merril served as Chief Executive Officer of Yost Labs, a developer of inertial

motion sensors used in fields such as physical rehabilitation and drone navigation, from August 2015 to December 2017.

Between 2011 and

August 2015, he founded and led Brain Sentry, a company dedicated to developing wearable sensors to detect head impacts risking traumatic

brain injury in sports including football, hockey, and lacrosse.

From October 2009 to February 2011, he served as chief operating officer

of Decision Technologies, which supported the U.S.

Navy and the Missile Defense Agency with technology acquisitions and deployments.

as the founding chief executive officer and chair of Interaction Laboratories from March 2002 to October 2009, Merril worked on patents

and products that enhanced physical activity in video games and military simulations.

Before this, he was the founding Chief Executive

Officer of HT Medical Systems, a company focusing on surgical training simulators, which merged with Immersion Corp (NASDAQ:

Merril is credited as inventor with 22 issued patents and holds a B.A.

in psychobiology from McDaniel College.

We believe that Mr.

qualifications to sit on our Board include his experience in drug research and development in the pharmaceutical industry.

Edward “Eddie”

9 unchanged sentences

Hematology, Inc.

From March 2020 to September

Williams held the positions of Special Advisor to the Chief Executive Officer and Interim Chief Commercial Officer of Ascendis

From March 2020 to September 2022, Mr.

Williams held the positions of Special Advisor to the Chief Executive Officer

and Interim Chief Commercial Officer of Ascendis Pharma, Inc.

Prior to Ascendis, from 2006 to January 2017, Mr.

Williams served as Senior Vice President and General Manager

of US BioPharmaceuticals at Novo Nordisk, Inc.

NVO), a multinational pharmaceutical and biotech company.

Prior to Novo, from 2003

Williams served as Vice President of Sales at the Respiratory and Dermatology Business Unit at Novartis Pharmaceuticals Corporation.

Williams started his career in 1981 at The Upjohn Company (Pharmacia & Upjohn), where he later served as Vice President of Sales

until July 2001 and then as Regional Vice President of Sales of Northeast Region post-merger with Searle, from July 2001 until May 2003.

served as Senior Vice President and General Manager of US BioPharmaceuticals at Novo Nordisk, Inc.

NVO), a multinational pharmaceutical

and biotech company.

Prior to Novo, from 2003 to 2006, Mr.

Williams served as Vice President of Sales at the Respiratory and Dermatology

Business Unit at Novartis Pharmaceuticals Corporation.

Williams started his career in 1981 at The Upjohn Company (Pharmacia &

Upjohn), where he later served as Vice President of Sales until July 2001 and then as Regional Vice President of Sales of Northeast Region

post-merger with Searle, from July 2001 until May 2003.

Williams holds a B.S.

in Biology and Chemistry from the Marshall University, Huntington, WV, and the Grambling State University, Grambling,

in Biology and Chemistry from the Marshall University,

Huntington, WV, and the Grambling State University, Grambling, LA.

We believe that Mr.

1 unchanged sentence

and commercialization of novel compounds in the pharmaceutical industry.

Jesse Goodman

has served as a director of the Company since March 2024.

Goodman has been the director of the Center on Medical Product Access, Safety

and Stewardship, and professor of medicine and attending physician in infectious diseases, at Georgetown University since March 2014.

Goodman also is an infectious disease physician at the Washington DC Veterans Affairs and Walter Reed Medical Centers.

the board of directors of GlaxoSmithKline plc, a multinational pharmaceutical company, which he joined in 2016, and chaired that board’s

science committee until early 2023, and he has served on the board of directors of Intellia Therapeutics, Inc., a publicly traded biotechnology

company, since October 2018.

Prior to the Merger Agreement, Dr.

Goodman served on the board of directors of APT.

He also has served as

a president (2015 to 2020) and member (2015 to present) of the board of trustees of the United States Pharmacopeia Convention, Inc.

2009 until February 2014, Dr.

Goodman served as the chief scientist of the FDA.

Goodman also served as deputy commissioner for science

and public health at the FDA from 2009 through 2012.

Prior to that, Dr.

Goodman was the director of the FDA’s Center for Biologics

Evaluation and Research from 2003 to 2009 and a senior advisor to the FDA commissioner from 1998 through 2000.

Prior to his government

Goodman was professor of medicine and chief of infectious diseases at the University of Minnesota.

Goodman has served

on numerous advisory boards and committees for national and international health care organizations, including the CDC, the National Institute

of Health, the World Health Organization and the Coalition on Epidemic Preparedness Innovations.

Goodman received a B.S.

from Harvard College, a master’s in public health from the University of Minnesota and an M.D.

from the Albert Einstein College

of Medicine, and did his residency and fellowship training in medicine, infectious diseases and oncology at the Hospital of the University

of Pennsylvania and at the University of California in Los Angeles, where he was also chief medical resident.

He has been elected to the

Institute of Medicine of the National Academy of Sciences.

We believe that Dr.

qualifications to sit on our Board include his extensive board and leadership experience in clinical development in the pharmaceutical

industry and regulation.

Code of Business Conduct and Ethics

We have adopted a Code

of Business Conduct and Ethics that applies to all directors, officers and employees.

The Code of Business Conduct and Ethics is available

on our website at www.biomx.com.

If we make any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver

from a provision of the Code to any director or executive officer, we will promptly disclose the nature of the amendment or waiver on

Board Committees and Corporate Governance

Board Composition and Leadership Structure

As of April 3, 2024, the Board

is comprised of seven members.

The Board has a flexible policy with respect to the combination or separation of the offices of Chairman

of the Board and Chief Executive Officer.

of Business Conduct and Ethics

have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees.

The Code of Business Conduct

and Ethics is available on our website at www.biomx.com.

If we make any substantive amendments to the Code of Business Conduct and Ethics

or grants any waiver from a provision of the Code to any director or executive officer, we will promptly disclose the nature of the amendment

or waiver on our website.

Committees and Corporate Governance

Composition and Leadership Structure

of March 25, 2025, the Board is comprised of eight members.

The Board has a flexible policy with respect to the combination or separation

of the offices of Chairman of the Board and Chief Executive Officer.

Currently, Dr.

Russell Greig serves as our independent Chairman, and Mr.

Jonathan Solomon

serves as our Chief Executive Officer.

The Board believes that by having separate roles, the Chief Executive Officer is able to focus

on the day-to-day business and affairs of the Company and the Chairman is able to focus on key strategic issues, board leadership and

communication.

While the Board believes this leadership structure is currently in the best interests of the Company and its stockholders,

the Board also recognizes that future circumstances could lead it to combine these roles.

Board Committees

The Board has established

three standing committees:

the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each

of which is composed solely of independent directors, and is described more fully below.

Each of the Audit Committee, Compensation Committee

and Nominating and Corporate Governance Committee operates pursuant to a written charter and each committee reviews and assesses the adequacy

of its charter and submits its charter to the Board for approval.

The charters for the Audit Committee, Compensation Committee and Nominating

and Corporate Governance Committee are all available on our website, www.biomx.com.

Audit Committee

Our Audit Committee engages

the Company’s independent accountants:

Russell Greig serves as our independent Chairman,

Jonathan Solomon serves as our Chief Executive Officer.

The Board believes that by having separate roles, the Chief Executive

Officer is able to focus on the day-to-day business and affairs of the Company and the Chairman is able to focus on key strategic issues,

board leadership and communication.

While the Board believes this leadership structure is currently in the best interests of the Company

and its stockholders, the Board also recognizes that future circumstances could lead it to combine these roles.

Board has established three standing committees:

the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance

Committee, each of which is composed solely of independent directors, and is described more fully below.

Each of the Audit Committee,

Compensation Committee and Nominating and Corporate Governance Committee operates pursuant to a written charter and each committee reviews

and assesses the adequacy of its charter and submits its charter to the Board for approval.

The charters for the Audit Committee, Compensation

Committee and Nominating and Corporate Governance Committee are all available on our website, www.biomx.com.

Audit Committee engages the Company’s independent accountants:

reviews their independence and performance;

reviews the Company’s accounting and financial

reporting processes and the integrity of its financial statements;

reviews the audits of the Company’s financial statements and

the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors;

reviews the Company’s

compliance with legal and reviews regulatory requirements;

and reviews the performance of the Company’s internal audit function

and internal control over financial reporting.

members of the Audit Committee are Dr.

Russell Greig and Edward Williams, each of whom is an independent director under NYSE American’s

listing standards and satisfies the additional independence requirements of Rule 10A-3 of the Exchange Act.

Russell Greig is

the Chairperson of the Audit Committee.

The Audit Committee does not currently have as a member an “audit committee financial expert,”

as defined under the rules and regulations of the SEC.

Compensation Committee

Our Compensation Committee

reviews annually the Company’s corporate performance goals and objectives relevant to the Chief Executive Officer’s compensation,

evaluates the Chief Executive Officer’s performance in light of such goals and objectives, determines and approves the Chief Executive

Office’s compensation level based on this evaluation;

makes recommendations to the Board regarding approval, disapproval, modification,

or termination of existing or proposed employee benefit plans;

makes recommendations to the Board with respect to the compensation of

our executive officers, other than the Chief Executive Officer, and directors;

and administers the Company’s incentive-compensation

plans and equity-based plans, as well as the Company’s clawback policy.

The Compensation Committee has the authority to delegate

any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

The Chief Executive Officer of the Company

may not be present during voting or deliberations of the Compensation Committee with respect to his compensation.

The Company’s

executive officers do not play a role in suggesting their own salaries.

The members of the Compensation

Committee are Dr.

accounting and financial reporting processes and the integrity of its financial statements;

reviews the audits of the Company’s

financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent

reviews the Company’s compliance with legal and reviews regulatory requirements;

and reviews the performance of the Company’s

internal audit function and internal control over financial reporting.

members of the Audit Committee are Susan Blum, Dr.

Russell Greig and Edward Williams, each of whom is an independent director under

NYSE American’s listing standards and satisfies the additional independence requirements of Rule 10A-3 of the Exchange Act.

Blum is the Chairperson of the Audit Committee and is an “audit committee financial expert,” as defined under the rules and

regulations of the SEC.

Compensation Committee reviews annually the Company’s corporate performance goals and objectives relevant to the Chief Executive

Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of such goals and objectives, determines

and approves the Chief Executive Office’s compensation level based on this evaluation;

makes recommendations to the Board regarding

approval, disapproval, modification, or termination of existing or proposed employee benefit plans;

makes recommendations to the Board

with respect to the compensation of our executive officers, other than the Chief Executive Officer, and directors;

and administers the

Company’s incentive-compensation plans and equity-based plans, as well as the Company’s clawback policy.

The Compensation

Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

The Chief Executive Officer of the Company may not be present during voting or deliberations of the Compensation Committee with respect

to his compensation.

The Company’s executive officers do not play a role in suggesting their own salaries.

members of the Compensation Committee are Dr.

Alan Moses, Mr.

Jonathan Leff and Dr.

Russell Greig, each of whom is an independent director under NYSE American’s

listing standards.

Russell Greig, each of whom is an independent director

under NYSE American’s listing standards.

Alan Moses is the Chairperson of the Compensation Committee.

The Compensation Committee

retained Aon Solutions UK Limited or Aon, an independent compensation consultant, to provide advice with respect to option exchange and

repricing of options under the Chardan Healthcare Acquisition Corp.

2019 Equity Incentive Plan, or the 2019 Plan, and the Company’s

2015 Employee Stock Option Plan , or the 2015 Plan, respectively.

Aon’s primary responsibilities for the fiscal year ended December

31, 2023 included identifying the methodology of the repricing and option exchange and providing recommendations to the Compensation Committee,

which the Compensation Committee considered among the factors it reviewed when determining such repricing and exchange of options.

Nominating and Governance Committee

Our Nominating and Corporate

Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on the Board.

Specifically, the Nominating

and Corporate Governance Committee makes recommendations to the Board regarding the size and composition of the Board, establishes procedures

for the director nomination process and screens and recommends candidates for election to the Board.

On an annual basis, the Nominating

and Corporate Governance Committee recommends for approval by the Board certain desired qualifications and characteristics for Board membership.

Additionally, the Nominating and Corporate Governance Committee establishes and oversees the annual assessment of the performance of the

Board as a whole and its individual members.

The Nominating and Corporate Governance Committee will consider a number of qualifications

relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy

for membership on the Board.

Although the Nominating and Corporate Governance Committee does not have a formal policy with regard to the

consideration of diversity identifying nominees, the Nominating and Corporate Governance Committee may require certain skills or attributes,

such as financial or accounting experience, to meet specific needs of the Board that arise from time to time and will also consider the

overall experience and makeup of its members to obtain a broad and diverse mix of Board members.

The Nominating and Corporate Governance

Committee does not distinguish among nominees recommended by stockholders and other persons.

The members of the Nominating

and Corporate Governance Committee are Dr.

In 2024, the Compensation Committee retained Aon

Solutions UK Limited or Aon, an independent compensation consultant, to provide advice with respect to providing, and periodically updating,

competitive market data for our executive officers and developing preliminary approaches to 2024 long-term incentive award guidelines.

equity grants between newly hired and long-standing employees.

Provided the updated materials to the Company.

and Governance Committee

Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on the

Specifically, the Nominating and Corporate Governance Committee makes recommendations to the Board regarding the size and composition

of the Board, establishes procedures for the director nomination process and screens and recommends candidates for election to the Board.

On an annual basis, the Nominating and Corporate Governance Committee recommends for approval by the Board certain desired qualifications

and characteristics for Board membership.

Additionally, the Nominating and Corporate Governance Committee establishes and oversees the

annual assessment of the performance of the Board as a whole and its individual members.

The Nominating and Corporate Governance Committee

will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism

in evaluating a person’s candidacy for membership on the Board.

Although the Nominating and Corporate Governance Committee does

not have a formal policy with regard to the consideration of diversity identifying nominees, the Nominating and Corporate Governance

Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific needs of the Board that

arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of

Board members.

The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and

other persons.

members of the Nominating and Corporate Governance Committee are Dr.

Russell Greig, Dr.

Jesse Goodman and Mr.

Gregory Merril, each of whom is an independent director

under NYSE American’s listing standards.

Russell Greig is the Chairperson of the Nominating and Corporate Governance Committee.

Gregory Merril, each of

whom is an independent director under NYSE American’s listing standards.

Russell Greig is the Chairperson of the Nominating

and Corporate Governance Committee.

Trading Policy

have adopted an insider trading policy, or the Policy, governing the purchase, sale and other transactions in our securities

that applies to our directors, executive officers, employees, and other covered persons, including immediate family members and entities

controlled by any of the foregoing persons, as well as by the Company itself.

Policy prohibits, among other things, insider trading and certain speculative transactions in our securities (including short sales,

buying put and selling call options and other hedging or derivative transactions in our securities) and establishes a regular blackout

period schedule during which directors, executive officers, employees, and other covered persons may not trade in the Company’s

securities, as well as certain pre-clearance procedures that directors and executive officers must observe prior to effecting any transaction

in our securities.

Company believes that the Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations,

and listing standards applicable to the Company.

A copy of the Policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation

paid or accrued during the last two fiscal years with respect to (i) our Chief Executive Officer, (ii) our two other most highly compensated

executive officers, who each earned more than $100,000 during the fiscal year ended December 31, 2023, and were serving as executive officers

as of such date.

Compensation Table

following table sets forth the total compensation paid or accrued during the last two fiscal years with respect to (i) our Chief Executive

Officer, (ii) our two other most highly compensated executive officers, who each earned more than $100,000 during the fiscal year ended

December 31, 2024, and were serving as executive officers as of such date.

Name and Principal Position

Option Awards (2)

Jonathan Solomon

3 unchanged sentences

Chief Development Officer

(1) All payments were originally

made in NIS and were translated into USD using the annual average USD/NIS exchange rate for each fiscal year.

(2) Amounts in this column represent

the grant date fair value of the option awards as computed in accordance with ASC 718, not including any estimates of forfeitures related

to service-based vesting conditions.

See note 12.B.

to our Consolidated Financial Statements for the year ended December 31, 2023 for

a discussion of assumptions made by the Company in determining the grant date fair value of our option awards for the fiscal years ended

December 31, 2023 and 2022.

Note that the amounts reported in this column reflect the accounting cost for these stock options and do

not reflect the actual economic value that may be realized by the non-employee directors upon the vesting of the stock options, the exercise

of the stock options, or the sale of the Common Stock underlying such stock options.

(3) Amounts in this column represent

additional payments for welfare benefits, disability insurance and other customary or mandatory social benefits to employees in Israel.

Narrative Disclosure to the Summary Compensation

Option Awards

Prior to the Business Combination,

option awards were granted to our named executive officers under the 2015 Plan.

Option awards granted to our named executive officers

after the closing of the Business Combination are granted pursuant to the 2019 Plan.

In each case, one fourth of the options vest and

become exercisable on the first anniversary of the grant date, and the remainder of the options vest and become exercisable in 12 equal

quarterly instalments, subject to the named executive officer’s continued employment;

provided that the options will vest and become

exercisable in the event the named executive officer is terminated within the twelve (12) month period following the occurrence of a Change

in Control (as defined in the applicable grant agreement) as a result of an involuntary termination without Cause (as defined in the applicable

grant agreement) or a voluntary termination with Good Reason (as defined in the applicable grant agreement).

Subject to the terms of any

employment agreement, the unexercised portion of these awards is generally forfeited by a participant on the date his or her employment

is terminated other than due to death or disability.

In the event of death or disability, the options become fully exercisable and remain

exercisable for a period specified in the applicable award agreement.

We have an annual corporate and individual goal-setting

and review process for our named executive officers that is the basis for the determination of potential annual bonuses.

Each of our named

executive officers is eligible for annual performance-based bonuses of up to a specific percentage of their salary, ranging from 40% to

50% subject to approval by the Board or the Compensation Committee.

The performance-based bonus is tied to a set of specified corporate

and/or individual goals and objectives reviewed and approved by the Board, such as clinical and development milestones, meeting budget

and strategic goals, and we conduct an annual performance review to determine the attainment of such goals and objectives.

Our management

may propose bonus awards to the Board primarily based on such review process.

The Compensation Committee makes the final determination

of the achievement of both the specified corporate and strategic objectives and the eligibility requirements for and the amount of such

bonus awards and recommends a bonus award payout to the Board for approval.

For fiscal year 2023, bonuses were accrued based on advancing

or development plans, the satisfaction of certain product candidate development milestones and strategic objectives.

Employment Agreements

Below are descriptions of our employment agreements

with our named executive officers.

Jonathan Solomon

Pursuant to an employment

agreement dated February 1, 2016, by and between BiomX Israel and Mr.

Solomon, as the Chief Executive Officer of BiomX Israel, Mr.

is entitled to a base salary of NIS 64,000, or approximately $19,500, per month, and an additional gross payment of NIS 16,000, or approximately

$4,900, per month for up to 40 hours per month worked outside of normal business hours and normal business days (together with the base

All payments were originally made in NIS and were translated

into USD using the annual average USD/NIS exchange rate for each fiscal year.

Amounts in this column represent the grant date fair

value of the option awards as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based

vesting conditions.

See note 12B to our Consolidated Financial Statements for the year ended December 31, 2024 included elsewhere

in this Annual Report for a discussion of assumptions made by the Company in determining the grant date fair value of our option

awards for the fiscal years ended December 31, 2024 and 2023.

Note that the amounts reported in this column reflect the accounting

cost for these stock options and do not reflect the actual economic value that may be realized by the employee upon the vesting of

the stock options, the exercise of the stock options, or the sale of the Common Stock underlying such stock options.

Amounts in this column represent additional payments

for welfare benefits, disability insurance and other customary or mandatory social benefits to employees in Israel.

(4) Amounts in this column represent the fair value of restricted stock

units, or RSUs as of the date of grant thereof.

The RSUs were fully vested upon grant and the underlying shares of common stock were issued

on the grant date and are not subject to continued service to the Company.

The fair value of the stock awards’ grant is the Company’s

stock closing price as of the grant date, which was $0.99 per share.

Disclosure to the Summary Compensation Table

to the Business Combination, option awards were granted to our named executive officers under the 2015 Plan.

Option awards granted to

our named executive officers after the closing of the Business Combination are granted pursuant to the 2019 Plan.

In each case, one fourth

of the options vest and become exercisable on the first anniversary of the grant date, and the remainder of the options vest and become

exercisable in 12 equal quarterly instalments, subject to the named executive officer’s continued employment;

provided that the

options will vest and become exercisable in the event the named executive officer is terminated within the twelve (12) month period following

the occurrence of a Change in Control (as defined in the applicable grant agreement) as a result of an involuntary termination without

Cause (as defined in the applicable grant agreement) or a voluntary termination with Good Reason (as defined in the applicable grant

Subject to the terms of any employment agreement, the unexercised portion of these awards is generally forfeited by a participant

on the date his or her employment is terminated other than due to death or disability.

In the event of death or disability, the options

become fully exercisable and remain exercisable for a period specified in the applicable award agreement.

In September 2024, pursuant to our 2019 plan,

we granted RSUs to four senior officers and one service provider.

The RSUs were fully vested and issued on the grant date and are not

subject to continued service to the Company.

We have an annual corporate and individual goal-setting and review

process for our named executive officers that is the basis for the determination of potential annual bonuses.

Each of our named executive

officers is eligible for annual performance-based bonuses of up to a specific percentage of their salary, ranging from 40% to 50% subject

to approval by the Board or the Compensation Committee.

The performance-based bonus is tied to a set of specified corporate and/or individual

goals and objectives reviewed and approved by the Board, such as clinical and development milestones, meeting budget and strategic goals,

and we conduct an annual performance review to determine the attainment of such goals and objectives.

Our management may propose bonus

awards to the Board primarily based on such review process.

The Compensation Committee makes the final determination of the achievement

of both the specified corporate and strategic objectives and the eligibility requirements for and the amount of such bonus awards and

recommends a bonus award payout to the Board for approval.

For fiscal year 2024, bonuses were accrued following the completion of the

March 2024 PIPE.

are descriptions of our employment agreements with our named executive officers.

to an employment agreement dated February 1, 2016, by and between BiomX Israel and Mr.

Solomon, as the Chief Executive Officer of BiomX

Israel, as amended, Mr.

Solomon is entitled to a base salary of NIS 100,000, or approximately $27,304, per month, and an additional gross

payment of NIS 25,000, or approximately $6,759, per month for up to 40 hours per month worked outside of normal business hours and normal

business days (together with the base salary, Mr.

Solomon’s Salary).

Starting April 1, 2023, Mr.

Solomon is entitled to a base salary of NIS 100,000, or approximately

$27,778, per month, and overtime payment of NIS 25,000 or approximately $6,944, per month.

BiomX Israel also makes customary

contributions on Mr.

BiomX Israel also makes customary contributions

Solomon’s behalf to a pension fund or a managers insurance company, at Mr.

Solomon’s election, in an

amount equal to 8.33% of his Salary, allocated to a fund for severance pay, and an additional amount equal to 5.00% of the Salary in case

Solomon is insured through a managers insurance policy, or 6.50% of Mr.

Solomon’s election, in an amount equal to

8.33% of his Salary, allocated to a fund for severance pay, and an additional amount equal to 5.00% of the Salary in case Mr.

is insured through a managers insurance policy, or 6.50% of Mr.

Solomon’s Salary in case Mr.

Solomon is insured through

a pension fund, which shall be allocated to a provident fund or pension plan.

Solomon chooses to allocate his pension payments

to a managers insurance policy (and not a pension fund), the Company shall also insure him under a work disability insurance policy at

the rate required to insure 100% of Mr.

Solomon is insured through a pension

fund, which shall be allocated to a provident fund or pension plan.

Solomon chooses to allocate his pension payments to a

managers insurance policy (and not a pension fund), the Company shall also insure him under a work disability insurance policy at the

rate required to insure 100% of Mr.

Solomon’s Salary and for this purpose will contribute an amount of up to 2.50% of Mr.

9 unchanged sentences

Solomon for automobile maintenance and transportation expenses of NIS 2,000, or $541

Solomon is also entitled to non-statutory 12 months severance (including social benefits), upon either (i) resignation

with a good reason, or (ii) termination without cause (as the terms good reason and cause would be defined by the parties, consistent

with our past practice), provided that Mr.

Solomon is also entitled to non-statutory 12 months severance, upon either (i) resignation with a good reason, or (ii)

termination without cause (as the terms good reason and cause would be defined by the parties, consistent with our past practice), provided

Solomon waives all claims and continues to comply with the other terms of his employment agreement.

Marina Wolfson

Pursuant to an employment

agreement dated December 1, 2019, by and between BiomX Israel and Ms.

Wolfson, she serves as our Chief Financial Officer.

is entitled to a base salary of NIS 39,600, or approximately $11,400, per month, and an additional gross payment of NIS 7,400, or approximately

$2,130, per month for up to 40 hours per month worked outside of normal business hours and normal business days (together with the base

On March 24, 2025, the Board

approved a cash bonus equal to three-months’ salary for Mr.

Solomon on the account of existing personal non-statutory severance

The cash payment is expected to be paid during April 2025.

Following the payment, Mr.

Solomon’s non-statutory severance

will be reduced to nine months.

to an employment agreement dated December 1, 2019, by and between BiomX Israel and Ms.

Wolfson, as amended, she serves as our Chief Financial

Wolfson is entitled to a base salary of NIS 54,080, or approximately $14,620, per month, and an additional gross payment

of NIS 13,520, or approximately $3,655, per month for up to 40 hours per month worked outside of normal business hours and normal business

days (together with the base salary, Ms.

Wolfson’s Salary).

Starting May 1, 2020, Ms.

Wolfson’s base salary was NIS 40,000 or approximately $11,458, per

month, and an additional gross payment of NIS 10,000 or approximately $2,865, per month.

Starting April 1, 2023, Ms.

Wolfson’s base

salary is NIS 54,080 or approximately $15,022, per month, and an additional gross payment of NIS 13,520 or approximately $3,756, per month.

BiomX Israel also makes customary

contributions on Ms.

BiomX Israel also makes customary contributions

Wolfson’s behalf to a pension fund or a managers insurance company, at Ms.

Wolfson’s election, in an

amount equal to 8.33% of Ms.

Wolfson’s Salary, allocated to a fund for severance pay, and an additional amount equal to 5.00% of

Wolfson’s Salary in case Ms.

Wolfson’s election, in an amount equal to

Wolfson’s Salary, allocated to a fund for severance pay, and an additional amount equal to 5.00% of Ms.

Salary in case Ms.

Wolfson is insured through a managers insurance policy, or 6.50% of Ms.

Wolfson’s Salary

Wolfson is insured through a pension fund, which shall be allocated to a provident fund or pension plan.

chooses to allocate her pension payments to a managers insurance policy (and not a pension fund), the Company shall also insure her under

a work disability insurance policy at the rate required to insure 75% of Ms.

Wolfson’s Salary and for this purpose will contribute

an amount of up to 2.50% of Ms.

Wolfson’s Salary insured in such insurance policy for disability insurance in a policy and/or insurance

Wolfson’s Salary in case Ms.

is insured through a pension fund, which shall be allocated to a provident fund or pension plan.

Wolfson chooses to allocate

her pension payments to a managers insurance policy (and not a pension fund), the Company shall also insure her under a work disability

insurance policy at the rate required to insure 75% of Ms.

Wolfson’s Salary and for this purpose will contribute an amount of up

to 2.50% of Ms.

Wolfson’s Salary insured in such insurance policy for disability insurance in a policy and/or insurance company.

These payments are in lieu of statutory severance pay that Ms.

Wolfson would otherwise be entitled to receive from BiomX Israel

in accordance with the Severance Law.

Wolfson would otherwise be entitled to receive from BiomX Israel in accordance

with the Severance Law.

BiomX Israel also contributes 7.50% of Ms.

Wolfson’s monthly Salary (not to exceed NIS 15,712,

or approximately $4,364) to a recognized educational fund.

Wolfson’s monthly Salary (not to exceed NIS 15,712, or approximately

$4,248) to a recognized educational fund.

The Company reimburses Ms.

Wolfson for automobile maintenance and transportation

expenses of NIS 2,500, or approximately $694, per month.

Wolfson is also entitled to non-statutory 9 months severance (including social

benefits), upon either (i) resignation with a good reason, or (ii) termination without cause (as the terms good reason and cause would

be defined by the parties, consistent with our past practice), provided that Ms.

Wolfson waives all claims and continues to comply with

the other terms of his employment agreement.

Pursuant to an employment

agreement dated August 26, 2019, by and between BiomX Israel and Dr.

Bassan, as the Chief Development Officer of BiomX Israel, Dr.

is entitled to a base salary of NIS 56,000, or approximately $17,230, per month, and an additional gross payment of NIS 14,000, or approximately

$4,307, per month for up to 40 hours per month worked outside of normal business hours and normal business days (together with the base

Wolfson for automobile maintenance and transportation expenses of

NIS 2,500, or approximately $676, per month.

Wolfson is also entitled to non-statutory 9 months severance, upon either (i) resignation

with a good reason, or (ii) termination without cause (as the terms good reason and cause would be defined by the parties, consistent

with our past practice), provided that Ms.

Wolfson waives all claims and continues to comply with the other terms of her employment agreement.

On March 24, 2025, the Board approved a cash bonus equal to three-months’ salary for Ms.

Wolfson on the account of existing personal

non-statutory severance agreement.

The cash payment is expected to be paid during April 2025.

Following the payment, Ms.

non-statutory severance will be reduced to six months.

to an employment agreement dated August 26, 2019, by and between BiomX Israel and Dr.

Bassan, as the Chief Development Officer of BiomX

Israel, as amended, Dr.

Bassan is entitled to a base salary of NIS 62,800, or approximately $16,978, per month, and an additional gross

payment of NIS 15,700, or approximately $4,244, per month for up to 40 hours per month worked outside of normal business hours and normal

business days (together with the base salary, Dr.

Bassan’s Salary).

Starting April 1, 2023, Dr.

Bassan is entitled to a base salary of NIS 62,800, or approximately $17,444,

per month, and an additional gross payment of NIS 15,700 or approximately $4,361, per month.

BiomX Israel also makes customary

contributions on Dr.

BiomX Israel also makes customary contributions

Bassan’s behalf to a pension fund or a managers insurance company, at Dr.

Bassan’s election, in an amount

equal to 8.33% of Dr.

Bassan’s election, in an amount equal to

Bassan’s Salary, allocated to a fund for severance pay, and an additional amount equal to 7.30% of Dr.

16 unchanged sentences

Bassan is also entitled

to non-statutory 9 months severance (including social benefits), upon either (i) resignation with a good reason, or (ii) termination without

cause (as the terms good reason and cause would be defined by the parties, consistent with our past practice), provided that Dr.

waives all claims and continues to comply with the other terms of her employment agreement.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table provides information regarding

equity awards held by the named executive officers that were outstanding as of December 31, 2023:

Option Awards

Number of Securities Underlying Unexercised Options Exercisable (1) (#)

Number of Securities Underlying Unexercised Options Unexercisable (1) (#)

Option Exercise Price ($)

Option Expiration Date

to non-statutory 9 months severance, upon either (i) resignation with a good reason, or (ii) termination without cause (as the terms good

reason and cause would be defined by the parties, consistent with our past practice), provided that Dr.

Bassan waives all claims and continues

to comply with the other terms of her employment agreement.

On March 24, 2025, the Board of Directors approved cash bonus equal to three-months’

salary for Dr.

Bassan on the account of existing personal non-statutory severance agreement.

The cash payment is expected to be paid during

Following the payment, Dr.

Bassan’s non-statutory severance will be reduced to six months.

Equity Awards at 2024 Fiscal Year-End

following table provides information regarding equity awards held by the named executive officers that were outstanding as of December

of Securities Underlying Unexercised Options Exercisable (1) (#)

of Securities Underlying Unexercised Options Unexercisable (1) (#)

Exercise Price ($)

Expiration Date

Jonathan Solomon

03/26/2017 (2)

05/22/2018 (2)

03/29/2019 (2)

03/25/2020 (3)

03/30/2021 (3)

03/29/2022 (3)

10/10/2019 (2)

03/30/2021 (3)

03/29/2022 (3)

Marina Wolfson

03/25/2020 (3)

03/30/2021 (3)

03/29/2022 (3)

Unless otherwise indicated, options vest and become exercisable as follows:

25% of the options on the first anniversary of the “vesting commencement date” (as defined in the applicable notice of option grant) and, thereafter, in 12 equal quarterly installments of 6.25% each.

On October 29, 2023, the Board of Directors approved a reduction in the exercise price of each outstanding option to purchase shares of the Company’s Common Stock currently held by employees of the Company with an original exercise price above $0.69 per share granted under the 2015 Plan to $0.275 per share.

Other than the exercise price, no other terms of grant of the repriced options were changed;

however, the options may not be exercised until one year after the repricing date.

On November 9, 2023, the Company filed with the SEC a Tender Offer Statement defining the terms and conditions of a one-time voluntary stock option exchange of certain eligible options for its employees, or the Option Exchange granted under the 2019 Plan.

The Company offered to exchange certain out-of-the-money stock options for new stock options at an exchange ratio of between 1.4 and 3.8 surrendered options for one new option exercisable for shares of common stock with a lower exercise price.

On December 11, 2023, the completion date of the Option Exchange, the stock options were tendered by eligible employees, and the Company granted new options at an exercise price of $0.275.

Compensation of Directors

We maintain a non-employee

director compensation policy, pursuant to which each non-employee director receives an annual retainer of $35,000.

In addition, our non-employee

directors receive the following cash compensation for board services, as applicable:

● the chairman of the Board receives

an annual retainer of $100,000 (inclusive of annual committee chairmanship and membership);

● each member of our Audit, Compensation

and Nominating and Corporate Governance Committees, other than the chairperson, receives an additional annual retainer of $7,500, $5,000

and $4,000, respectively;

● each chairperson of our Audit,

Compensation and Nominating and Corporate Governance Committees receives an additional annual retainer of $15,000, $10,000 and $8,000,

Unless otherwise indicated, options vest and become

exercisable as follows:

25% of the options on the first anniversary of the “vesting commencement date” (as defined in

the applicable notice of option grant) and, thereafter, in 12 equal quarterly installments of 6.25% each.

maintain a non-employee director compensation policy, pursuant to which each non-employee director receives an annual retainer of $35,000.

In addition, our non-employee directors receive the following cash compensation for board services, as applicable:

the chairman of the Board receives an annual retainer

of $100,000 (inclusive of annual committee chairmanship and membership);

each member of our Audit, Compensation and Nominating

and Corporate Governance Committees, other than the chairperson, receives an additional annual retainer of $7,500, $5,000 and $4,000,

respectively;

We pay all amounts in quarterly

installments.

We also reimburse each of our directors for their reasonable travel, lodging and other out-of-pocket expenses incurred relating

to their attendance at Board and committee meetings.

Each non-employee director

also receives an annual award of options to purchase our Common Stock.

One-fourth of each Annual Option Award vests on the first anniversary

of the date of grant, and the remainder of the annual option award vests in 12 equal quarterly installments, subject to such director’s

continued service on the Board.

The Company’s policy is to grant options based, among other things, on the recommendations of a

compensation consultant.

In 2023, the Company granted 41,000 options to each non-employee director and 82,000 to the Chairman of the Board.

The following table sets forth

information concerning compensation accrued or paid to our independent, non-employee directors during the year ended December 31, 2023

for their service on our Board.

Jonathan Solomon, a director who is also our employee, received no additional compensation for his

service as a director and is not set forth in the table below:

each chairperson of our Audit, Compensation and Nominating

and Corporate Governance Committees receives an additional annual retainer of $15,000, $10,000 and $8,000, respectively.

pay all amounts in quarterly installments.

We also reimburse each of our directors for their reasonable travel, lodging and other out-of-pocket

expenses incurred relating to their attendance at Board and committee meetings.

Each non-employee director also receives an annual

award of options to purchase our Common Stock.

One-fourth of each Annual Option Award vests on the first anniversary of the date of grant,

and the remainder of the annual option award vests in 12 equal quarterly installments, subject to such director’s continued service

on the Board.

The Company’s policy is to grant options based, among other things, on the recommendations of a compensation consultant.

In 2024, the Company granted options to directors

according to the following structure:

17,600 options to continuing non-employee directors, 26,400 options (150% the mentioned grant) to

newly appointed non-employee directors, and 35,200 options to the Chairman of the Board.

following table sets forth information concerning compensation accrued or paid to our independent, non-employee directors during the

year ended December 31, 2024 for their service on our Board.

Jonathan Solomon, a director who is also our employee, received no additional

compensation for his service as a director and is not set forth in the table below:

Fees earned or

2 unchanged sentences

Michael Dambach (1)

Jesse Goodman

Jonathan Leff (5)

Jason Marks (1)

Lynne Sullivan (1)(4)

Effective as of March 15, 2024, the director resigned and no longer serves on the Board

Amounts in this column represent the grant date fair value of the option awards as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based vesting conditions.

Edward Williams

Effective as of March 15,

2024, the director resigned and no longer serves on the Board.

Amounts in this column represent the grant date fair

value of the option awards as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based

vesting conditions.

See note 12B.

of the notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of assumptions made by the Company in determining the grant date fair value of our option awards for the fiscal years ended December 31, 2022 and 2023.

Note that the amounts reported in this column reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the non-employee directors upon the vesting of the stock options, the exercise of the stock options, or the sale of the Common Stock underlying such stock options.

As of December 31, 2023, we had outstanding grants to our non-executive directors aggregating 493,800 options of which 134,675 were exercisable or vested, as the case may be, as follows:

of the notes to Consolidated Financial Statements included elsewhere in this Annual Report for

a discussion of assumptions made by the Company in determining the grant date fair value of our option awards for the fiscal years

ended December 31, 2023 and 2024.

Note that the amounts reported in this column reflect the accounting cost for these stock options

and do not reflect the actual economic value that may be realized by the non-employee directors upon the vesting of the stock options,

the exercise of the stock options, or the sale of the Common Stock underlying such stock options.

As of December 31, 2024,

we had outstanding grants to our non-executive directors aggregating 207,910 options of which 19,708 were exercisable or vested,

as the case may be, as follows:

Total of options

1 unchanged sentence

Russell Greig

Michael Dambach

Lynne Sullivan

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

We have two equity incentive plans, the 2015 Plan,

and the 2019 Plan.

Although no shares of our Common Stock are available for future issuance under the 2015 Plan, the 2015 Plan will continue

to govern outstanding awards granted thereunder.

As of December 31, 2023, options to purchase 2,055,836 shares of our Common Stock remained

outstanding under the 2015 Plan.

The 2019 Plan was adopted by the Board of Directors

and approved by our stockholders in connection with the Business Combination.

As of December 31, 2023, there were 1,011,104 shares of

our Common Stock available for issuance under the 2019 Plan.

The aggregate number of shares of our Common Stock available for issuance

pursuant to the 2019 Plan automatically increases on January 1 of each year, for a period of not more than ten years, commencing on January

1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 4% of the total number of shares of Common Stock outstanding

on December 31 of the preceding calendar year.

Accordingly, on January 1, 2024, 1,839,197 additional shares of our Common Stock were made

available for issuance pursuant to the 2019 Plan.

For additional information regarding the 2015 Plan

and the 2019 Plan, as of December 31, 2023, please see Part II – Item 8 – Financial Statements and Supplemental Data –

Notes to consolidated financial statements – note 12B – Stock-Based Compensation.

Equity Compensation Plan Information

December 31, 2023

Plan category

Jesse Goodman

Jonathan Leff

Gregory Merril

Edward Williams

Includes $2,500 paid to

Sullivan in consulting fees following her resignation as a director of the Company.

Cash amounts owed to Mr.

Leff for his service as a director were paid

to Deerfield Management Company LP.

Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic

do not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation at certain times.

not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price

of our common stock, and do not time the public release of such information based on award grant dates.

The timing of any equity grants

to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving

rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

the year ended December 31, 2024, there were no equity grants made to our executive officers during any period beginning four business

days before the filing of a periodic report or current report disclosing material non-public information and ending one business day

after the filing or furnishing of such report with the Securities and Exchange Commission.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Authorized for Issuance Under Equity Compensation Plans

have two equity incentive plans, the 2015 Plan, and the 2019 Plan.

Although no shares of our Common Stock are available for future issuance

under the 2015 Plan, the 2015 Plan will continue to govern outstanding awards granted thereunder.

As of December 31, 2024, options to

purchase 204,974 shares of our Common Stock remained outstanding under the 2015 Plan.

2019 Plan was adopted by the Board of Directors and approved by our stockholders in connection with the Business Combination.

As of December

31, 2024, there were 5,818,677 shares of our Common Stock available for issuance under the 2019 Plan.

The aggregate number of shares

of our Common Stock available for issuance pursuant to the 2019 Plan automatically increases on January 1 of each year, for a period

of not more than ten years, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 4% of

the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year.

Accordingly, on January 1, 2025,

727,066 additional shares of our Common Stock were made available for issuance pursuant to the 2019 Plan.

additional information regarding the 2015 Plan and the 2019 Plan, as of December 31, 2024, please see Part II – Item 8 –

Financial Statements and Supplemental Data – Notes to consolidated financial statements – note 12B – Stock-Based Compensation.

Compensation Plan Information

available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Security Ownership of Certain Beneficial

Owners and Management

The following table sets forth

information regarding the beneficial ownership of our Common Stock as of March 28, 2024 (except as otherwise indicated) based on information

obtained from the persons named below, with respect to the beneficial ownership of our Common Stock, by (i) each person known by

us to be the beneficial owner of more than 5% of our outstanding Common Stock;

Equity compensation

plans approved by security holders

compensation plans not approved by security holders

Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding

the beneficial ownership of our Common Stock as of March 20, 2025 (except as otherwise indicated) based on information obtained from

the persons named below, with respect to the beneficial ownership of our Common Stock, by (i) each person known by us to be the

beneficial owner of more than 5% of our outstanding Common Stock;

(ii) each of our named executive officers and directors;

and (iii) all our executive officers and directors as a group.

Information with respect to beneficial ownership is based on information

furnished to us by each director, executive officer or stockholder who holds more than 5% of our outstanding Common Stock, and Schedules

13G or 13D filed with the SEC, as the case may be, and includes shares of our Common Stock which each beneficial owner has the right to

acquire within 60 days of March 28, 2024.

Unless otherwise indicated, we believe that all persons named in the table have sole voting

and investment power with respect to all Common Stock beneficially owned by them.

We have based our calculation of beneficial ownership

on 55,220,077 shares of our Common Stock outstanding as of March 28, 2024.

and (iii) all

our executive officers and directors as a group.

Information with respect to beneficial ownership is based on information furnished to

us by each director, executive officer or stockholder who holds more than 5% of our outstanding Common Stock, and Schedules 13G or 13D

filed with the SEC, as the case may be, and includes shares of our Common Stock which each beneficial owner has the right to acquire

within 60 days of March 17, 2025.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and

investment power with respect to all Common Stock beneficially owned by them.

We have based our calculation of beneficial ownership on

24,966,053 shares of our Common Stock outstanding as of March 20, 2025.

Name and Address of Beneficial Owner (1)

OrbiMed Israel GP Ltd.

89 Medinat Hayehudim St.

Building E Herzliya 4614001 Israel

Cystic Fibrosis Foundation (2)

4550 Montgomery Ave.

Suite 1100N Bethesda, MD 20814

Nimble Ventures, LLC (4)

1 Letterman Drive, Building A, Suite 4900, San Francisco, CA 94129 (2)

Nantahala Capital Management, LLC (3)

Deerfield Healthcare Innovations Fund II, L.P.

345 Park Avenue South, 12th Floor, New York, New York 10010

Deerfield Private Design Fund V, L.P.

345 Park Avenue South, 12th Floor, New York, New York 10010

AMR Action Fund, L.P.

225 Franklin Street, Suite 1750, Boston, MA 02110

Telmina Limited (8)

34 Rue de l’athenee, PO Box 393, 1211 Geneva 12, Switzerland

OrbiMed Israel GP Ltd.

Alyeska Master Fund (6)

AIGH Investment Partners, LP (7)

Directors and Named Executive Officers

2 unchanged sentences

Merav Bassan (10)

Russell Greig (12)

Jesse Goodman

Russell Greig (11)

Jonathan Leff

1 unchanged sentence

Alan Moses (12)

Edward Williams (13)

All directors and executive officers as a group (10 persons)

Less than 1%.

Unless otherwise indicated, the business address of each of the individuals is c/o BiomX Inc., 22 Einstein St., 4 th Floor, Ness Ziona 7414003, Israel.

This stockholder, together with its affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliated, including OrbiMed Israel BioFund GP Limited Partnership, Carl L.

Gordon and Erez Chimovits beneficially own 4,517,589 shares of Common Stock and pre-funded warrants to acquire up to 8,060,232 shares of Common Stock.

Excludes (x) 4,327 Series X Non-Voting Convertible Preferred Stock, (y) 290,781 Warrants and (y) 1,220,176 Pre-Funded Warrants, and (z) 2,538,500 warrants to purchase Shares.

The Warrants and Pre-Funded Warrants each contain an issuance limitation that prohibits the holder from exercising such Warrants or Pre-Funded 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 affiliated, including OrbiMed Israel BioFund GP Limited Partnership, Carl L.

Gordon and Erez Chimovits) would beneficially own in excess of 19.9% of the Shares outstanding immediately after giving effect to the issuance of the Shares upon exercise of the warrants, or the Beneficial Ownership Limitation .

Each share of Series X Preferred Stock is automatically convertible into 1,000 Shares following approval by the Issuer’s stockholders of such conversion, subject to the Beneficial Ownership Limitation.

Based on information contained in the Schedule 13D/A filed with the SEC on March 19, 2024 and on the Company’s records.

Consists of (i) 4,552,315 shares of Common Stock and (ii) 4,778,265 shares of Common Stock issuable upon exercise of a warrant exercisable within 60 days.

Excludes (i) 21,635 shares of Series X Non-Voting Convertible Preferred Stock, and (ii) 10,817,500 shares of common stock issuable upon exercise of a warrant, as the Series X Preferred Stock and such warrant will only become convertible or exercisable, as applicable, following approval by the Company’s stockholders.

Each share of Series X Preferred Stock is convertible into 1,000 shares of common stock following approval by the Company’s stockholders of such conversion, subject to a beneficial ownership limitation.

Based solely on information contained in a Schedule 13G filed with the SEC on March 26, 2024 and on the Company’s records.

Consists of (i) 4,550,000 shares of Common Stock and (ii) warrants to acquire up to 552,041 shares of Common Stock, which contain an issuance limitation that prohibits the holder from exercising the Pre-Funded 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 affiliated) would beneficially own in excess of 9.99% of the shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock issuance upon exercise of the warrants.

Burbank III is the control person of Nimble Ventures and, in such capacity, may be deemed to indirectly beneficially own the Shares that Nimble Ventures directly beneficially owns.

Based on information contained in the Schedule 13G filed with the SEC on June 23, 2023 and on the Company’s records.

Does not include (i) an aggregate of 53,840,000 shares of Common Stock underlying 53,840 shares of Series X Preferred Stock, which will become convertible into Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of certain conditions, or (ii) an aggregate of 20,897,175 shares of Common Stock underlying warrants that will become exercisable for Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of certain conditions.

Based solely on information contained in a Schedule 13D filed with the SEC on March 22, 2024 and on the Company’s records.

not include (i) an aggregate of 42,337,000 shares of Common Stock underlying 42,337 shares of Series X Preferred Stock,

which will become convertible into Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of

certain conditions, or (ii) an aggregate of 15,145,647 shares of Common Stock underlying warrants that will become exercisable

for Common Stock (subject to a beneficial ownership limitation), if at all, upon the occurrence of certain conditions.

on information contained in a Schedule 13G filed with the SEC on March 25, 2024 and on the Company’s records.

of 2,839,714 shares of Common Stock.

Based solely on information contained in a Schedule

13G filed with the SEC on September 29, 2023 and on the Company’s records.

Consists of 25,000 shares of Common Stock, 25,000 warrants (entitling the holder to acquire up to 18,750 shares of Common Stock), 1,105,444 options that are exercisable and 17,902 additional options that will become exercisable within 60 days of March 28, 2024.

Consists of 3,750 shares of Common Stock, 3,750 warrants (entitling the holder to acquire up to 2,813 shares of Common Stock), 84,242 options that are exercisable and 7,467 additional options that will become exercisable within 60 days of March 28, 2024.

Consists of 282,966 options that are exercisable and 9,934 additional options that will become exercisable within 60 days of March 28, 2024.

Consists of 3,750 shares of Common Stock, 3,750 warrants (entitling the holder to acquire up to 2,813 shares of Common Stock), 91,339 options that are exercisable and 4,463 additional options that will become exercisable within 60 days of March 28, 2024.

Consists of 5,000 shares of Common Stock, 5,000 warrants (entitling the holder to acquire up to 3,750 shares of Common Stock), 42,668 options that are exercisable and 3,232 additional options that will become exercisable within 60 days of March 28, 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

Director Independence

The NYSE American requires

that a majority of the Board be composed of “independent directors,” which is defined generally as a person other than an

officer or employee of the Company or its subsidiaries or any other individual having a relationship that, as determined by the Board,

would interfere with the exercise of his or her objective judgment and will meet the required standards for independence, as established

by the applicable rules and regulations of the NYSE American and the SEC.

Unless otherwise indicated,

the business address of each of the individuals is c/o BiomX Inc., 22 Einstein St., 4 th Floor, Ness Ziona 7414003, Israel.

on certain information made available to the Company and on the Schedule 13G/A filed with the SEC on March 4, 2025.

Represents 2,494,109

shares of Common Stock and excludes (i) 1,308,800 shares of Common Stock issuable upon conversion of 13,088 shares of Series X Preferred

Stock (subject to a 9.99% beneficial ownership limitation), (ii) 1,081,750 shares of Common Stock issuable upon exercise of the Private

Placement Common Warrants (subject to a 9.99% beneficial ownership limitation), (iii) 1,174,859 shares of Common Stock issuable upon

exercise of New Warrants (subject to a 9.99% beneficial ownership blocker).

(iv) 375,399 shares of Common Stock issuable upon exercise

of Amended and Restated warrants (subject to a beneficial ownership blocker, (v) 583,237 shares of Common Stock issuable upon exercise

of Private Placement Pre-Funded Warrants (subject to a 9.99% beneficial ownership limitation) and (vi) 591,622 shares of Common Stock

issuable upon exercise of Registered Pre-Funded Warrants (subject to a 9.99% beneficial ownership limitation).

Such Private Placement

Common Warrants, New Warrants and Private Placement Pre-Funded Warrants will only be exercisable following stockholder approval.

address of Cystic Fibrosis Foundation is 4550 Montgomery Ave.

Suite 1100N Bethesda, MD 20814.

on certain information made available to the Company and on the Schedule 13G filed jointly with the SEC on November 13, 2024, by

Nantahala Capital Management, LLC, or Nantahala, Wilmot B.

Harkey and Daniel Mack.

Represents 2,494,109 shares of Common Stock.

(i) 865,300 shares of Common Stock issuable upon exercise of New Warrants (subject to a beneficial ownership limitation of 9.99%),

(ii) 424,191 shares of Common Stock issuable upon exercise of Private Placement Common Warrants (subject to a beneficial ownership

limitation of 9.99%), (iii) 101,791 shares of Common Stock issuable upon exercise of Amended and Restated Warrants (subject to beneficial

ownership limitations), (iv) 210,582 shares of Common Stock issuable upon exercise of Private Placement Pre-Funded Warrants (subject

to a 9.99% beneficial ownership limitation), and (v) 213,609 shares of Common Stock issuable upon exercise of Registered Pre-Funded

Warrants (subject to a 9.99% beneficial ownership limitation).

Such Private Placement Common Warrants, New Warrants and Private Placement

Pre-Funded Warrants will only be exercisable following stockholder approval.

the managing members of Nantahala, each of Messrs.

Harkey and Mack may be deemed to be a beneficial owner of the securities reported

herein held by Nantahala.

Nantahala, Mr.

Harkey and Mr.

Mack have shared dispositive power and voting power over the securities reported

The address of Nantahala.

Nantahala, Mr.

Harkey and Mr.

Mack is 130 Main St, New Canaan, Connecticut 06840.

on certain information made available to the Company and on the Schedule 13D/A filed jointly with the SEC on March 3, 2025, by (i)

Deerfield Private Design Fund V, L.P., or Deerfield Private Design V, (ii) Deerfield Mgmt V, L.P., or Deerfield Mgmt V, (iii) Deerfield

Healthcare Innovations Fund II, L.P., or Deerfield HIF II, (iv) Deerfield Mgmt HIF II, L.P., or Deerfield Mgmt HIF II, (v) Deerfield

Management Company, L.P., or Deerfield Management, and (vi) James E.

Flynn, or collectively, Deerfield.

Represents (i) 1,247,054

shares of common stock held directly by Deerfield Private Design V and Deerfield HIF II, or collectively, the Funds, and (ii) an

aggregate of 1,385,463 shares of Common Stock issuable upon conversion of shares of Series X Preferred Stock (subject to a 9.99%

beneficial ownership limitation) held directly by the Funds, and shares of Common Stock issuable upon exercise of certain warrants

(subject to a 9.99% beneficial ownership limitation) that were exercisable as of March 20, 2025, or will become exercisable within

60 days thereafter, held by the Funds.

an aggregate of 5,146,706 shares of Common Stock issuable upon conversion of Series X Preferred Stock (subject to a 9.99% beneficial

ownership limitation), and Common Stock issuable upon exercise of certain warrants.

Some of such warrants will only be exercisable

following stockholder approval or are subject to a 9.99% beneficial ownership limitation.

Flynn is the managing member of the general partner of each of Deerfield Mgmt V and Deerfield Mgmt HIF II and Deerfield Management.

Deerfield Mgmt V is the general partner of Deerfield Private Design Fund V, L.P.

Deerfield Mgmt HIF II is the general partner of

Deerfield Healthcare Innovations Fund II, L.P.

and Deerfield Management is the investment manager of each Fund.

As a result, Deerfield

Management and Mr.

Flynn have shared voting power and shared dispositive power over the securities held by the Funds, Deerfield Mgmt

V has shared voting power and shared dispositive power over the securities held by Deerfield Private Design V and Deerfield Mgmt

HIF II shared voting power and shared dispositive power over the securities held by Deerfield HIF II.

The address for Deerfield is

345 Park Avenue South, 12th Floor, New York, New York 10010.

on certain information made available to the Company and on the Schedule 13G/A filed jointly with the SEC on July 17, 2024, by OrbiMed

Israel BioFund GP Limited Partnership, or OrbiMed BioFund, OrbiMed Israel GP Ltd., or OrbiMed Israel, Carl L.

Gordon and Erez Chimovits.

Represents (i) 1,787,765 shares of Common Stock held by OrbiMed Israel Partners Limited Partnership, or OIP, and (ii) an aggregate

of 59,800 shares of common stock issuable upon conversion of Series X Preferred Stock held by OIP (subject to a 9.99% beneficial

ownership limitation) and shares of common stock issuable upon exercise of certain warrants held by OIP (subject to a 9.99% beneficial

ownership limitation) that were exercisable as of March 20, 2025, or will become exercisable within 60 days thereafter.

BioFund is the general partner of OIP and OrbiMed Israel is the general partner of OrbiMed BioFund.

OrbiMed Israel exercises investment

power over the securities held by OrbiMed BioFund through an investment committee comprised of Mr.

Gordon and Mr.

result, OrbiMed Israel, OrbiMed BioFund, Mr.

Gordon, and Mr.

Chimovits have shared voting power and shared dispositive power over

the securities reported herein held by OIP.

OrbiMed Israel, OrbiMed BioFund, Mr.

Gordon, and Mr.

Chimovits may be deemed directly

or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the securities held by OIP.

of OrbiMed BioFund, OrbiMed Israel and Mr.

Chimovits is 89 Medinat Hayehudim St.

Building E Herzliya 4614001 Israel.

Gordon is 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Based on certain information

made available to the Company.

Represents 1,590,738 shares of Common Stock held by Alyeska Master Fund, or Alyeska, and excludes

an aggregate of 725,338 shares of Common Stock issuable upon exercise of certain warrants (subject to a beneficial ownership limitation),

as such warrants will only be exercisable following stockholder approval.

The address of Alyeska is 77 W.

Wacker, Suite 700, Chicago,

Based on certain information made available to the Company.

Represents 1,590,738 shares of Common Stock held by AIGH Investment Partners, LP, or AIGH, and excludes an aggregate of 725,338 shares of Common Stock issuable upon exercise of certain warrants (subject to a beneficial ownership limitation), as such warrants will only be exercisable following stockholder approval.

The address of AIGH is 6006 Berkeley Avenue, Baltimore, MD 21209.

Represents (i) 53,056 shares of Common Stock, (ii) 1,875 shares of

Common Stock issuable upon exercise of certain warrants and (iii) certain options to purchase 129,123 shares of Common Stock that were

vested as of March 20, 2025, or will vest within 60 days thereafter.

Represents (i) 375 shares of Common Stock, (ii) 281 shares of Common Stock issuable upon exercise of certain warrants and (iii) certain options to purchase 16,431 shares of Common Stock that were vested as of March 20, 2025, Date or will vest within 60 days thereafter.

Represents (i) 31,749 shares of Common Stock and (ii) certain options

to purchase 35,294 shares of Common Stock that were vested as of March 20, 2025, or will vest within 60 days thereafter.

Represents (i) 375 shares of Common Stock, (ii) 281 shares of Common Stock issuable upon exercise of certain warrants and (iii) certain options to purchase 13,415 shares of Common Stock that were vested as of March 20, 2025, or will vest within 60 days thereafter.

Represents (i) 500 shares of Common Stock, (ii) 375 shares of Common Stock issuable upon exercise of certain warrants and (iii) certain options to purchase 6,707 shares of Common Stock that were vested as of March 20, 2025, or will vest within 60 days thereafter.

Represents certain options to purchase 1,537 shares of Common Stock that were vested as of March 20, 2025, or will vest within 60 days thereafter.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

NYSE American requires that a majority of the Board be composed of “independent directors,” which is defined generally as

a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship that, as

determined by the Board, would interfere with the exercise of his or her objective judgment and will meet the required standards for

independence, as established by the applicable rules and regulations of the NYSE American and the SEC.

Russell Greig, Dr.

Williams, Mr.

Alan Moses, Mr.

Edward Williams, Mr.

Jonathan Leff, Dr.

Jesse Goodman and Mr.

Gregory Merril are our independent directors.

At least annually, the Board

evaluates all relationships between us and each director considering relevant facts and circumstances for the purposes of determining

whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s

ability to satisfy his or her responsibilities as an independent director.

Based on this evaluation, our Board will make an annual determination

of whether each director is independent within the meaning of NYSE American and the SEC independence standards.

Policies and Procedures Regarding Transactions

with Related Parties

Our Related-Person Transactions

Policy requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests,

except under guidelines approved by the Board (or the Audit Committee).

For as long as the Company qualifies as a “smaller reporting

company” as defined under Rule 12b-2 under the Exchange Act, a related-person transaction is defined under our Related-Person Transactions

Policy as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we

and any Related Person (as defined in the policy) are, were or will be participants in which the amount involved exceeds the lesser of

$120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in

which any Related Person had or will have a direct or indirect material interest.

If the Company ceases to be a smaller reporting company,

a related-person transaction will be defined as a transaction, arrangement or relationship (or any series of similar transactions, arrangements

or relationships) in which the Company and any Related Person are, were or will be participants in which the amount involved exceeds $120,000,

and in which any Related Person had or will have a direct or indirect material interest.

Transactions involving compensation for services

provided to us as an employee, consultant or director are not considered related-person transactions under this policy.

In the event that the Company

proposes to enter into, or materially amend, a related-person transaction, management of the Company shall present such related-person

transaction to the Audit Committee for review, consideration and approval or ratification.

The presentation must include, to the extent

reasonably available, a description of (a) all of the parties thereto, (b) the interests, direct or indirect, of any Related Person(s)

in the transaction in sufficient detail so as to enable the Audit Committee to fully assess such interests, (c) the purpose of the transaction,

(d) all of the material facts of the proposed related-person transaction, including the proposed aggregate value of such transaction,

or, in the case of indebtedness, the amount of principal that would be involved, (e) the benefits to the Company of the proposed related-person

transaction, (f) if applicable, the availability of other sources of comparable products or services, (g) an assessment of whether the

proposed related-person transaction is on terms that are comparable to the terms available to or from, as the case may be, unrelated third

parties that would have been negotiated at arm’s length, and (h) management’s recommendation with respect to the proposed

related-person transaction knowing that there is a potential or actual conflict that will arise of the matter proceeds to fruition.

the event the Audit Committee is asked to consider whether to ratify an ongoing related-person transaction, in addition to the information

identified above, the presentation must include (i) a description of the extent of work performed and remaining to be performed in connection

with the transaction, (ii) an assessment of the potential risks and costs of termination of the transaction, and (iii) where appropriate,

the possibility of modification of the transaction.

The Committee, in approving

or rejecting the proposed related-person transaction, will consider all the relevant facts and circumstances deemed relevant by and available

to the Committee, including but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director’s

independence in the event the Related Person is a director, immediate family member of a director or an entity with which a director is

affiliated, (c) the terms and timing of the transaction, (d) the availability of other sources of comparable services or products, (e)

the terms available to or from, as the case may be, unrelated third parties, and (f) how the related-person transaction was realized and

communicated to the Audit Committee as required under the Related-Person Transactions Policy.

The Audit Committee will approve only those

related-person transactions that, in light of known circumstances, are in, or are not inconsistent with, the best interests of the Company

and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion.

th an compensation, termination, change in control and other arrangements, which are described in Item 11 – Executive

Compensation and Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, our

only related-person transactions since January 1, 2023 consisted of (i) a Securities Purchase Agreement we entered into on February

22, 2023 with accredited and non-U.S.

investors, including the Cystic Fibrosis Foundation, or CFF, OrbiMed Israel GP Ltd., or

Orbimed, and Nimble Ventures LLC our stockholders, each of which holding more than 5% of our outstanding Common Stock,

relating to a private placement of an aggregate of 15,997,448 shares of our Common Stock and 14,610,714 pre-funded warrants, at a

purchase price of $0.245 per Share and $0.244 per pre-funded warrant.

The gross proceeds from this offering are approximately $7.4

million, before deducting issuance costs.

The pre-funded warrants became exercisable on May 4, 2023, at an exercise price of $0.001

per share of Common Stock and have no expiration date.

Of these proceeds, an aggregate of 3,385,000 shares of Common Stock and

4,778,265 pre-funded warrants were sold to CF for gross proceeds of $2 million, an aggregate of 1,740,000 shares of Common Stock and

9,280,408 pre-funded warrants were sold to Orbimed for gross proceeds of $2.7 million and an aggregate of 4,550,000 shares of Common

Stock and 552,041 pre-funded warrants were sold to Nimble Venture LLC for gross proceeds of $1.25 million and (ii) a

Securities Purchase Agreement we entered into on March 6, 2024 with certain investors, including CFF, Orbimed and Telmina Limited,

or Telmina, our stockholders, each of which hold more than 5% of our outstanding Common Stock, pursuant to which we sold an

aggregate of 216,417 shares of Convertible Preferred Stock and Private Placement Warrants to purchase up to an aggregate of

108,208,500 shares of Common Stock, at a combined purchase price of $231.10 per share of Series X Preferred Stock and accompanying

Private Placement Warrant.

Jesse Goodman, Mr.

Gregory Merril and Ms.

independent directors.

least annually, the Board evaluates all relationships between us and each director considering relevant facts and circumstances for the

purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere

with such director’s ability to satisfy his or her responsibilities as an independent director.

Based on this evaluation, our Board

will make an annual determination of whether each director is independent within the meaning of NYSE American and the SEC independence

and Procedures Regarding Transactions with Related Parties

Related-Person Transactions Policy requires us to avoid, wherever possible, all related party transactions that could result in actual

or potential conflicts of interests, except under guidelines approved by the Board (or the Audit Committee).

For as long as the Company

qualifies as a “smaller reporting company” as defined under Rule 12b-2 under the Exchange Act, a related-person transaction

is defined under our Related-Person Transactions Policy as a transaction, arrangement or relationship (or any series of similar transactions,

arrangements or relationships) in which we and any Related Person (as defined in the policy) are, were or will be participants in which

the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for

the last two completed fiscal years, and in which any Related Person had or will have a direct or indirect material interest.

Company ceases to be a smaller reporting company, a related-person transaction will be defined as a transaction, arrangement or relationship

(or any series of similar transactions, arrangements or relationships) in which the Company and any Related Person are, were or will

be participants in which the amount involved exceeds $120,000, and in which any Related Person had or will have a direct or indirect

material interest.

Transactions involving compensation for services provided to us as an employee, consultant or director are not considered

related-person transactions under this policy.

the event that the Company proposes to enter into, or materially amend, a related-person transaction, management of the Company shall

present such related-person transaction to the Audit Committee for review, consideration and approval or ratification.

The presentation

must include, to the extent reasonably available, a description of (a) all of the parties thereto, (b) the interests, direct or indirect,

of any Related Person(s) in the transaction in sufficient detail so as to enable the Audit Committee to fully assess such interests,

(c) the purpose of the transaction, (d) all of the material facts of the proposed related-person transaction, including the proposed

aggregate value of such transaction, or, in the case of indebtedness, the amount of principal that would be involved, (e) the benefits

to the Company of the proposed related-person transaction, (f) if applicable, the availability of other sources of comparable products

or services, (g) an assessment of whether the proposed related-person transaction is on terms that are comparable to the terms available

to or from, as the case may be, unrelated third parties that would have been negotiated at arm’s length, and (h) management’s

recommendation with respect to the proposed related-person transaction knowing that there is a potential or actual conflict that will

arise of the matter proceeds to fruition.

In the event the Audit Committee is asked to consider whether to ratify an ongoing related-person

transaction, in addition to the information identified above, the presentation must include (i) a description of the extent of work performed

and remaining to be performed in connection with the transaction, (ii) an assessment of the potential risks and costs of termination

of the transaction, and (iii) where appropriate, the possibility of modification of the transaction.

Committee, in approving or rejecting the proposed related-person transaction, will consider all the relevant facts and circumstances

deemed relevant by and available to the Committee, including but not limited to (a) the risks, costs and benefits to the Company, (b)

the impact on a director’s independence in the event the Related Person is a director, immediate family member of a director or

an entity with which a director is affiliated, (c) the terms and timing of the transaction, (d) the availability of other sources of

comparable services or products, (e) the terms available to or from, as the case may be, unrelated third parties, and (f) how the related-person

transaction was realized and communicated to the Audit Committee as required under the Related-Person Transactions Policy.

Committee will approve only those related-person transactions that, in light of known circumstances, are in, or are not inconsistent

with, the best interests of the Company and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion.

compensation, termination, change in control and other arrangements, which are described in Item 11 – Executive Compensation and

Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, our only related-person

transactions since January 1, 2024 consisted of (i) a Securities Purchase Agreement we entered into on March 6, 2024 with certain investors,

including CFF, Orbimed and Telmina Limited, or Telmina, each of which hold more than 5% of our outstanding Common Stock, pursuant to which

we sold an aggregate of 216,417 shares of Convertible Preferred Stock and Private Placement Warrants to purchase up to an aggregate of

108,208,500 shares of Common Stock, at a combined purchase price of $231.10 per share of Series X Preferred Stock and accompanying Private

Placement Warrant.

The aggregate gross proceeds from this offering were approximately $50 million.

The Private Placement

Warrants may be exercised at any time following stockholder approval of the conversion of all issued and outstanding Series X

Preferred Stock and the exercise of all Private Placement Warrants in accordance with the listing rules of NYSE American, which we

are obligated to bring to the stockholders vote by no later than August 12, 2024, will have an exercise price of $0.2311 and expire

on the 24-month anniversary of the date on which they are first exercisable.

The exercise price of the Private Placement Warrants is

subject to customary adjustments for stock dividends, stock splits, reclassifications and the like.

Of these proceeds, an aggregate

of 21,635 shares of Convertible Preferred Stock and 10,817,500 Private Placement Warrants were sold to CFF for gross proceeds of $5

million, an aggregate of 4,327 shares of Convertible Preferred Stock and 2,163,500 Private Placement Warrants were sold to Orbimed

for gross proceeds of $1 million and an aggregate of 2,596 shares of Convertible Preferred Stock and 1,298,000 Private Placement

Warrants were sold to Telmina for gross proceeds of $0.6 million.

The Private Placement Warrants have

an exercise price of $0.2311 and expire on July 6, 2026.

The exercise price of the Private Placement Warrants is subject to customary

adjustments for stock dividends, stock splits, reclassifications and the like.

Of these proceeds, an aggregate of 21,635 shares of Convertible

Preferred Stock and 10,817,500 Private Placement Warrants were sold to CFF for gross proceeds of $5 million, an aggregate of 4,327 shares

of Convertible Preferred Stock and 2,163,500 Private Placement Warrants were sold to Orbimed for gross proceeds of $1 million and an aggregate

of 2,596 shares of Convertible Preferred Stock and 1,298,000 Private Placement Warrants were sold to Telmina for gross proceeds of $0.6

million and (ii) ) the February 2025 SPA and the Inducement Letter Agreements and other agreements related to the February 2025 Financing

(as described more fully in Item 5 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations

– Liquidity and Capital Resources”) with certain investors, including Deerfield, CFF, Nantahala Capital Management, LLC, or

Nantahala, and AIGH Investment Partners, LP, or AIGH, each of which holds more than 5% of our outstanding Common Stock.

Of the proceeds

from the February 2025 Financing, total gross proceeds from (a) the CFF were $2.1 million for an aggregate of 2,256,609 shares of

Common Stock issuable upon exercise of the New Warrants, 375,399 shares of Common Stock issuable upon exercise of Amended and Restated

Warrants, and 1,174,859 shares of Common Stock issuable upon exercise of Pre-Funded Warrants;

(b) Deerfield were $3 million for an

aggregate of 3,223,728 shares of Common Stock issuable upon exercise of the New Warrants;

aggregate of 763,509 shares of Common Stock, 1,289,491 shares of Common Stock issuable upon exercise of the New Warrants, 101,791 shares

of Common Stock issuable upon exercise of Amended and Restated Warrants and 213,609 shares of Common Stock issuable upon exercise of Pre-Funded Warrants;

and (d) AIGH were approximately $0.7 million for an aggregate of 432,700 shares of Common Stock and 725,338 shares of Common Stock

issuable upon exercise of the New Warrants.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary

and description of fees billed by us to Kesselman & Kesselman, Certified Public Accountants (Isr.) for the fiscal years ended December

31, 2023 and December 31, 2022.

ended December 31,

following is a summary and description of fees billed by us to Kesselman & Kesselman, Certified Public Accountants (Isr.) for the

fiscal years ended December 31, 2024 and December 31, 2023.

Fiscal year ended

Audit fees (1)

1 unchanged sentence

All other fees

(1) Audit Fees include fees

for professional services rendered for the quarterly reviews of the interim consolidated financial statements and the annual audit of

our consolidated financial statements included in our Annual Report on Form 10-K.

(2) Audit-Related Fees include

fees for services that were reasonably related to the performance of the audit of the annual consolidated financial statements for the

fiscal year, other than Audit Fees, such as for services in connection with the Sale Agreement, our February 2023 PIPE and a registration

statement filed for the re-sale of certain shares of Common Stock by selling stockholders.

(3) Tax Fees include fees

for tax compliance and tax advice.

Pre-Approval Policies and Procedures

The Audit Committee approves

all audit and pre-approves all non-audit services provided by our independent registered public accounting firm before it is engaged by

us to render non-audit services.

Audit Fees include

fees for professional services rendered for the quarterly reviews of the interim consolidated financial statements and the annual

audit of our consolidated financial statements included in our Annual Report on Form 10-K.

Audit-Related Fees include fees for services that were reasonably related to the performance of the audit of the annual consolidated financial statements for the fiscal year, other than Audit Fees, such as for services in connection with the Acquisition, Sale Agreement, and a registration statement filed for the re-sale of certain shares of Common Stock by selling stockholders following our March 2024 PIPE and February 2023 PIPE.

Tax Fees include

fees for tax compliance and tax advice.

Policies and Procedures

Audit Committee approves all audit and pre-approves all non-audit services provided by our independent registered public accounting firm

before it is engaged by us to render non-audit services.

These services may include audit-related services, tax services and other services.

The pre-approval requirement set forth above does

not apply with respect to non-audit services if:

● all such services do not, in

the aggregate, amount to more than 5% of the total fees paid by us to our independent registered public accounting firm during the fiscal

year in which the services are provided;

● such services were not recognized

as non-audit services at the time of the relevant engagement;

● such services are promptly brought

to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit.

Pre-Approval Policies and Procedures

The Audit Committee approves

all audit and pre-approves all non-audit services provided by our independent registered public accounting firm before it is engaged by

us to render non-audit services.

pre-approval requirement set forth above does not apply with respect to non-audit services if:

all such services do not,

in the aggregate, amount to more than 5% of the total fees paid by us to our independent registered public accounting firm during

the fiscal year in which the services are provided;

such services were not

recognized as non-audit services at the time of the relevant engagement;

such services are promptly

brought to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit.

Policies and Procedures

Audit Committee approves all audit and pre-approves all non-audit services provided by our independent registered public accounting firm

before it is engaged by us to render non-audit services.

These services may include audit-related services, tax services and other services.

The pre-approval requirement set forth above does

not apply with respect to non-audit services if:

● all such services do not, in

the aggregate, amount to more than 5% of the total fees paid by us to our independent registered public accounting firm during the fiscal

year in which the services are provided;

● such services were not recognized

as non-audit services at the time of the relevant engagement;

● such services are promptly brought

to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit.

pre-approval requirement set forth above does not apply with respect to non-audit services if:

all such services do not,

in the aggregate, amount to more than 5% of the total fees paid by us to our independent registered public accounting firm during

the fiscal year in which the services are provided;

such services were not

recognized as non-audit services at the time of the relevant engagement;

such services are promptly

brought to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following are filed with this Annual Report:

The financial statements listed on the Financial Statements’ Table of Contents

The financial statements listed on the Financial Statements’

Not applicable

The following exhibits are filed as part of this

Annual Report or are incorporated by reference.

EXHIBIT INDEX

following exhibits are filed as part of this Annual Report or are incorporated by reference.

Agreement and Plan of Merger, dated March 6, 2024, by and among BiomX Inc., BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date.

(Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 9, 2022)

Amended and Restated Bylaws of the Company, effective as of October 28, 2019 (Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)

Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 14, 2024)

Amended and Restated Bylaws of the Company, effective as of October 28, 2019, as amended to date (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on April 15, 2024)

Form of Certificate of Designation of Series X Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed by the Company on December 4, 2018)

Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed by the Company on December 4, 2018)

Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed by the Company on December 4, 2018)

Warrant Agreement, dated December 13, 2018 between Continental Stock Transfer & Trust Company and the Company (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on December 18, 2018)

Form of Warrant.

(Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on July 26, 2021)

Form of Pre-Funded Warrant.

(Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2023)

Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on July 26, 2021)

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2023)

Form of Merger Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

1 unchanged sentence

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on March 18, 2024)

Chardan Healthcare Acquisition Corp.

2019 Omnibus Long-Term Incentive Plan, as amended (Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company on July 28, 2023)

Form of Amended and Restated Warrant (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Form of Private Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Form of Common Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Form of New Warrant (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Amended and Restated Chardan Healthcare Acquisition Corp.

Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on July 9, 2024)

Registration Rights Agreement dated October 28, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)

Form of Indemnification Agreement

Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed by the Company on May 20, 2024)

Research and License Agreement, dated June 22, 2015, between BiomX Ltd.

8 unchanged sentences

Form of Option Agreement (Israeli Awards) (Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020)

Form of Restricted Stock Unit Agreement under the Company’s 2019 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 14, 2024)

An addendum to a lease agreement dated from May 25, 2017, dated September 7, 2020 by and among AFI Assets Ltd., AF – SHAR Ltd., WIS and BiomX Ltd.

3 unchanged sentences

(translated from Hebrew) (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed by the Company on March 31, 2021)

Open Market Sale Agreement SM , dated December 4, 2020, between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed by the Company on December 4, 2020).

At the Market Offering Agreement, dated December 7, 2023, between the Company and H.C.

Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed by the Company on December 7, 2023)

Employment Agreement, dated February 1, 2016, between BiomX Ltd.

2 unchanged sentences

and Merav Bassan (Incorporated by reference to Exhibit 10.2 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022)

Employment Agreement, dated January 1, 2017, between BiomX Ltd.

(formerly MBcure Ltd.) and Assaf Oron.

(Incorporated by reference to Exhibit 10.3 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022)

Form of Securities Purchase Agreement dated February 22, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on February 22, 2023)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 22, 2023)

Exclusive License between Adaptive Phage Therapeutics, Inc.

and United States of America, as represented by the Secretary of the Navy, dated March 16, 2017

and United States of America, as represented by the Secretary of the Navy, dated March 16, 2017 (Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

First Amendment, dated January 10, 2019, to Exclusive License between Adaptive Phage Therapeutics, Inc.

and United States of America, as represented by the Secretary of the Navy

and United States of America, as represented by the Secretary of the Navy (Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc.

and Walter Reed Army Institute of Research, dated August 24, 2021

and Walter Reed Army Institute of Research, dated August 24, 2021 (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

License Modification 1, dated August 31, 2022, to Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc.

and Walter Reed Army Institute of Research

and Walter Reed Army Institute of Research (Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Securities Purchase Agreement, dated as of March 6, 2024, by and among BiomX Inc.

2 unchanged sentences

Lease Agreement, dated as of August 9, 2019, by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

1, dated as of October 28, 2020, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

2, dated as of July 8, 2021, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

3, dated as of July 15, 2021, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

4, dated as of September 27, 2022, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

5, dated as of February 2, 2023, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

6, dated as of March 5, 2024, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

Subsidiaries of Company

(Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Form of Securities Purchase Agreement dated February 25, 2025, between BiomX Inc.

and the purchasers party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Form of Registration Rights Agreement dated February 25, 2025, between BiomX Inc.

and the purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Warrant Exercise and Reload Agreement dated February 25, 2025, between BiomX Inc.

and the holders (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Placement Agency Agreement dated February 25, 2025, between BiomX Inc.

and Laidlaw and Company (UK) Ltd.

(Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

MTEC Base Agreement No.

2019-532, dated as of August 22, 2019, by and between Advanced Technology International (MTEC Consortium Manager) and Adaptive Phage Therapeutics, Inc., and the following modifications thereof:

(i) Modification No.

1, dated as of September 30, 2019;

(ii) Modification No.

2, dated as of July 22, 2020;

(iii) Modification No.

3, dated as of September 27, 2021;

(iv) Modification No.

4, dated as of September 8, 2022;

(v) Modification No.

5, dated as of December 16, 2022;

(vi) Modification No.

6, dated as of December 19, 2023;

(vii) Modification No.

7, dated as of January 16, 2024;

and (viii) Modification No.

8, dated as of September 11, 2024

Insider Trading Policy

Subsidiaries of Company (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited

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Section 1350.

Clawback Policy

Resolutions of Board of Directors Ratifying Stock Issuance

Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Inline XBRL Instance Document

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.

The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.

Indicates a management contract or a compensatory plan or agreement.

Portions of this exhibit have been omitted pursuant

to Rule 601(b)(10) of Regulation S-K.

The omitted information is not material and would likely cause competitive harm to the Company

if publicly disclosed.

Indicates a management contract or a compensatory plan

or agreement.

Filed herewith.

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Form 10-K Summary

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant caused this Annual Report to be signed on its behalf by the undersigned, thereunto

duly authorized.

April 3, 2024

/s/ Jonathan Solomon

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this Annual Report to be signed on

its behalf by the undersigned, thereunto duly authorized.

Jonathan Solomon

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on

the dates indicated.

/s/ Jonathan Solomon

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Company and in the capacities and on the dates indicated.

Chief Executive Officer

April 3, 2024

March 25, 2025

Jonathan Solomon

(Principal Executive Officer) and Director

/s/ Avraham Gabay

Interim Chief Financial Officer

April 3, 2024

Avraham Gabay

Chief Financial Officer

March 25, 2025

Marina Wolfson

(Principal Financial Officer and Principal

Accounting Officer)

/s/ Russell Greig

Chairman of the Board of Directors

April 3, 2024

March 25, 2025

Russell Greig

/s/ Jesse Goodman

April 3, 2024

March 25, 2025

Jesse Goodman

/s/ Jonathan Leff

April 3, 2024

March 25, 2025

Jonathan Leff

/s/ Gregory Merril

April 3, 2024

March 25, 2025

Gregory Merril

/s/ Alan Moses

April 3, 2024

/s/ Eddie Williams

April 3, 2024

Eddie Williams

March 25, 2025

Edward Williams

CONSOLIDATED FINANCIAL STATEMENTS

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CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets F-3 - F-4

Consolidated Balance Sheets F-4

Consolidated Statements of Operations F-6

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and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated

statements of operations, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2023,

including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022

and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with

accounting principles generally accepted in the United States of America.

statements of operations, changes in stockholders' equity and cash flows for the years then ended December 31, 2024, including the related

notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

operations and its cash flows for the years then ended December 31, 2024 in conformity with accounting principles generally accepted in

the United States of America.

Substantial Doubt about the Company’s Ability to Continue

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financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

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Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially

The critical audit matter communicated below is a matter arising from

the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee

and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially

challenging, subjective, or complex judgments.

We determined there are no critical audit matters.

The communication of critical audit matters does not alter in any way our opinion on the

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Intangible asset initial valuation and impairment assessment

As described in Notes 1D and 2R to the consolidated financial statements,

as part of a business combination, on March 15, 2024 the Company recognized an intangible asset consisting of in-process research and

development ("IPR&D") valued at $15.3 million.

As of December 31, 2024, the IPR&D balance was $12 million.

conducts an impairment test at least annually, on the last day of the third quarter of the fiscal year or whenever there is an indication

that the asset may be impaired.

Potential impairment is identified by comparing the fair value of the IPR&D to its carrying value.

As of December 31, 2024, management noted that an indicator of potential impairment existed due to a decline in the market capitalization.

As a result, management performed a quantitative assessment and recorded an intangible asset impairment charge of $3.2 million.

is estimated by management using a discounted cash flow model.

Management's cash flow projections included significant judgments and assumptions

relating to amount and timing of projected future cash flows and discount rates.

The principal considerations for our determination that performing

procedures relating to the Intangible asset's initial valuation and impairment assessment is a critical audit matter are (i) the significant

judgment by management when developing the fair value estimate of the intangible asset;

(ii) a high degree of auditor judgment, subjectivity

and effort in performing procedures and evaluating management's significant assumptions related to amount and timing of projected future

cash flows and discount rates;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating

audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among

others (i) testing management’s process for developing the fair value estimate;

(ii) evaluating the appropriateness of the discounted

cash flow model used by management;

(iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the amount and timing of projected

future cash flows and discount rates.

Evaluating management’s assumptions related to the amount and timing of projected future cash

flows and discount rates involved evaluating whether the assumptions used by management were reasonable considering the consistency with

external market and industry data.

Professionals with specialized skill and knowledge were used to assist in the evaluating (i) the appropriateness

of the discounted cash flow model and (ii) the reasonableness of the discount rates assumption.

/s/ Kesselman & Kesselman

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Tel-Aviv, Israel

April 3, 2024

We have served as the Company’s auditor since 2021.

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Restricted cash

Short-term deposits

Other current assets

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Non-current assets

Non-current restricted cash

Operating lease right-of-use assets

Property and equipment, net

In-process Research and development (“IPR&D”) asset

Total non-current assets

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Other liabilities

Private Placement Warrants

Total non-current liabilities

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Authorized - 1,000,000 shares as of December 31, 2024 and December 31, 2023.

No shares issued and outstanding as of December 31, 2023 and December 31, 2022.

Issued and outstanding – 147,735 as of December 31, 2024.

No shares issued and outstanding as of December 31, 2023.

Common stock, $ 0.0001 par value (“Common Stock”);

Authorized - 120,000,000 shares as of December 31, 2023 and December 31, 2022.

Issued – 45,979,930 and 29,982,282 as of December 31, 2023 and 2022, respectively.

Outstanding – 45,979,930 and 29,976,582 as of December 31, 2023 and 2022, respectively.

- 750,000,000 shares as of December 31, 2024 and 120,000,000 shares as of December 31, 2023.

Issued and outstanding – 18,176,661

and 4,723,380 as of December 31, 2024 and December 31, 2023, respectively.

Additional paid in capital

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Total Stockholders’ equity

(*) All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split as discussed in Note 12A.

The accompanying notes are an integral part

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Research and development (“R&D”) expenses, net

Amortization of intangible assets

General and administrative expenses

Goodwill impairment

IPR&D impairment

Long-lived assets impairment

Operating loss

Interest expenses

Finance income, net

Finance expense (income), net

Income from change in fair value of Private Placement Warrants

Loss before tax

Basic and diluted loss per share of Common Stock

Weighted average number of shares of Common Stock outstanding, basic and diluted

Basic loss per share of Common Stock

Diluted loss per share of Common Stock

Weighted average number of shares used in computing basic loss per share of Common Stock (*)

Weighted average number of shares used in computing diluted loss per share of Common Stock (*)

(*) All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split as discussed in Note 12A.

The accompanying notes are an integral part

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(USD in thousands, except share and per share data)

Balance as of December 31, 2021

Issuance of Common Stock under Open Market Sales Agreement net of $ 8 issuance costs (**)

Stock-based compensation expenses

Proceeds on account of shares (***)

Balance as of December 31, 2022

Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of $ 333 issuance costs (**)

Preferred Shares

Balance as of January 1, 2023

Issuance of Common Stock and warrants under Private Investment in Public Equity, net of $ 333 issuance costs (**)

Reissuance of treasury stock (***)

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Balance as of December 31, 2023

Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost (**)

Exercise of Pre-Funded Warrants into shares of Common Stock

Issuance of Common Stock under an Open Market Offering Agreement, net of $ 1 issuance costs (**)

Issuance of Redeemable Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs (**)

Redeemable Convertible Preferred Shares conversion into shares of Common Stock

Issuance of Common Stock upon restricted stock units (“RSUs”) vesting

Stock-based compensation expenses

Balance as of December 31, 2024

(*) Less than $1.

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(***) See note 7A.

(****) All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split as discussed in Note 12A.

The accompanying notes are an integral part

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(USD in thousands, except share and per share data)

(USD in thousands, except share and per share

Year ended December 31,

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Adjustments required to reconcile net loss to cash flows used in operating activities

Depreciation and amortization

Stock-based compensation

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Finance income, net

Changes in other liabilities

Capital loss, net

Revaluation of contingent consideration

Income from change in fair value of Private Placement Warrants

Private Placement Warrants issuance cost

Changes in contract liability

Loss from sale and disposal of fixed assets, net

Goodwill impairment

IPR&D impairment

Long-lived assets impairment

Changes in operating assets and liabilities:

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CASH FLOWS – INVESTING ACTIVITIES

Investment in short-term deposits

Cash and restricted cash acquired from the APT acquisition

Proceeds from short-term deposits

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Proceeds from sale of property and equipment

Net cash provided by (used in) investing activities

Net cash provided by investing activities

CASH FLOWS – FINANCING ACTIVITIES

Issuance of Common Stock and warrants under February 2023 PIPE

Issuance costs from February 2023 PIPE

Pre-Funded Warrants exercise

Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs

Issuance of Common Stock and warrants under PIPE

Issuance costs from PIPE

Repayment of long-term debt

Proceeds on account of shares

Issuance of Private Placement Warrants under March 2024 PIPE

Issuance of Redeemable Convertible Preferred Shares under March 2024 PIPE

March 2024 PIPE issuance costs

Net cash provided by financing activities

Decrease in cash and cash equivalents and restricted cash

Increase (decrease) in cash and cash equivalents and restricted cash

Effect of exchange rate changes on cash and cash equivalents and restricted cash

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Property and equipment purchases included in accounts payable

Issuance cost from March 2024 PIPE

Issuance of Common Stock under the APT acquisition

Issuance of Redeemable Convertible Preferred Shares under the APT acquisition

Issuance of Merger Warrants under the APT acquisition

Redeemable Convertible Preferred Shares conversion into shares of Common Stock

The accompanying notes are an integral part

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BiomX Inc., (individually, and together with its subsidiaries,

and RondinX Ltd., the “Company” or “BiomX”) was incorporated as a blank check company on November 1,

2017 , under the laws of the state of Delaware, for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase,

recapitalization, reorganization or similar business combination with one or more businesses or entities.

(“BiomX Israel”), RondinX Ltd.

and Adaptive Phage Therapeutics LLC, (“APT”), the “Company”

or “BiomX”) was incorporated as a blank check company on November 1, 2017, under the laws of the state of Delaware, for the

purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business

combination with one or more businesses or entities.

On October 29, 2019, the Company merged with BiomX Israel,

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due to the largest ownership interest in the Company.

The Company’s shares of Common Stock, units, and warrants are traded on the

NYSE American under the symbols PHGE, PHGE.U, and PHGE.WS, respectively.

On February 6, 2020, the Company’s Common Stock also

began trading on the Tel-Aviv Stock Exchange.

On July 6, 2022, the Company announced a voluntary delisting of its shares of Common Stock

from the Tel-Aviv Stock Exchange which became effective on October 6, 2022.

The Company’s shares of Common Stock are traded on the NYSE American under

the symbol PHGE.

BiomX is developing both natural and engineered phage cocktails

designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts at this point on cystic fibrosis and to a lesser

degree on atopic dermatitis.

BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these

designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts, at this point, on cystic fibrosis and diabetic

foot osteomyelitis.

BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets.

The Company’s headquarters are located in Ness Ziona, Israel.

March 6, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Adaptive Phage Therapeutics

Inc., a Delaware corporation (“APT”), and certain other parties, as a result of which APT became a wholly-owned subsidiary

of the Company (the “Acquisition”).

See note 1D for

further information regarding the Acquisition.

Israel-Hamas war

On October 7, 2023, an unprecedented attack was launched

against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the Gaza Strip

and in other areas within the state of Israel attacking civilians and military targets while simultaneously launching extensive rocket

attacks on the Israeli population.

These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers.

the Security Cabinet of the State of Israel declared war against Hamas and a military campaign against these terrorist organizations commenced

in parallel to their continued rocket and terror attacks.

In addition, Hezbollah, an Islamist terrorist group that controls large portions

of southern Lebanon, has attacked military and civilian targets in Northern Israel, to which Israel has responded.

To date, the State of Israel

continues to be at war with Hamas and on an armed conflicts with Hezbollah .

BiomX headquarters and principal offices and most of its

operations are located in the State of Israel.

In addition, all of the key employees and officers are residents of Israel.

political, economic and military conditions in Israel and the surrounding region may directly affect its business.

While a few employees

of the Company were called to reserve duty in the Israel Defense Forces, the ongoing war with Hamas has not, since its inception, materially

impacted BiomX business or operations.

Furthermore, BiomX does not expect any delays to its

programs as a result of the situation.

However, at this time, it is not possible to predict the intensity or duration of Israel’s

war against Hamas, nor predict how this war will ultimately affect BiomX business and operations or Israel’s economy in general.

On March 6, 2024, the Company entered into an

agreement and plan of merger (the “Merger Agreement”) with Adaptive Phage Therapeutics Inc., a Delaware corporation

(“APT”), and certain other parties, as a result of which APT became a wholly-owned subsidiary of the Company (the

“Acquisition”).

See note 1D for further information regarding the Acquisition.

Additionally, on March 15, 2024,

concurrently with the consummation of the Acquisition, the Company consummated a private placement (the “March 2024

PIPE”) with certain investors for aggregate gross proceeds of approximately $ 50,000 .

See Note 12A for further information

regarding the March 2024 PIPE.

On August 8, 2024, the Board of Directors

approved a 1-for-10 reverse stock split of the Company’s shares of Common Stock (the “Reverse Split”), effective on

August 26, 2024.

See Note 12A for further information.

The war with Hamas and Hezbollah

On October 7, 2023, an unprecedented attack was

launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the

Gaza Strip and in other areas within the state of Israel attacking civilians and military targets while simultaneously launching

extensive rocket attacks on the Israeli population.

These attacks resulted in extensive deaths, injuries and kidnapping of civilians

and soldiers.

In response, the Security Cabinet of the State of Israel declared war against Hamas and a military campaign against

these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

In addition, Hezbollah, an

Islamist terrorist group that controls large portions of southern Lebanon, and Iran attacked military and civilian targets in

Israel, both directly and through proxies such as the Houthi movement in Yemen, armed groups in Iraq and other terrorist

organizations.

Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations

targeting certain Syrian military assets, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported

Although a ceasefire agreement has been reached with Lebanon (with respect to Hezbollah) there is no assurance that this

agreement will be upheld.

Military activity and hostilities continue to exist at varying levels of intensity, and the situation

remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations

and possibly other countries.

Furthermore, the fall of the Assad regime in Syria may create additional geopolitical instability in

BiomX headquarters are located in Ness Ziona, Israel, as

well as most of its operations.

In addition, most of the key employees and officers are residents of Israel.

Accordingly, political, economic

and military conditions in Israel and the surrounding region may directly affect its business.

While a few employees of the Company were called to reserve

duty in the Israel Defense Forces, the ongoing war with Hamas and Hezbollah has not, since its inception, materially impacted BiomX’s

business or operations.

Furthermore, BiomX does not expect any delays to its programs as a result of the situation.

However, since this

is an event beyond the Company’s control, its continuation or cessation may affect our expectations.

The Company continues to monitor

its ongoing activities and will make any needed adjustments to ensure continuity of its business.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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cash flows from operations and incurred an accumulated deficit of $ 180,697 as of December 31, 2024.

The Company expects to continue to

incur additional losses and negative cash flows from operations for the foreseeable future.

The Company plans to continue to fund its

current operations, as well as other development activities relating to additional product candidates, through future issuances of debt

and/or equity securities, loans and possibly additional grants from the Israel Innovation Authority (“IIA”) (see note 10A)

and other government institutions.

The Company’s ability to raise additional capital in the equity and debt markets is dependent

on a number of factors including, but not limited to, the market demand for the Company’s Common Stock, which itself is subject

to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such

additional capital at a price or on terms that are favorable to it.

If the Company is unable to raise capital when needed or on attractive

terms, it may be forced to delay or reduce its research and development programs.

Subsequent to December 31, 2023, the Company raised

approximately $ 50 million in a private placement in March 2024 (the “March 2024 PIPE”).

Management believes that its available

funds as of the issuance date of the financial statements, which includes the funds received under the March 2024 PIPE, will be sufficient

to fund its operations for at least one year from the issuance date of these financial statements.

However, the conversion of the Series

X Non-Voting Convertible Preferred Stock (as defined below) that was issued in connection with the March 2024 PIPE and the Acquisition

is subject to stockholder approval and there is no assurance that such approval will be received.

If such approval is not received, the

Company may be required to redeem the Convertible Preferred Stock at its fair value.

These are expected to continue in

the foreseeable future.

The Company plans to continue to fund its ongoing operations, as well as other development activities relating

to additional product candidates, through issuance of debt and/or equity securities, loans, and government grants.

Management believes

that its current funds, including the $ 12,000 raised in February 2025 as described in Note 19, are not sufficient to fund its operations

for at least one year from the issuance date of these financial statements.

Increased research and development, clinical, or operating

expenses may require additional funding or expense postponement.

The Company’s ability to raise capital is subject to market conditions

and other aspects, which may affect the terms and availability of such funding.

These factors raise substantial doubt about the Company’s

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Immediately following the First Merger, APT merged with and

into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (together with the First Merger, the “Acquisition”).

The Acquisition is intended to qualify as a tax-free reorganization for U.S.

federal income tax purposes.

On March 15, 2024, the effective time of the Acquisition,

APT’s former stockholders were issued an aggregate of 9,164,968 shares of the Company’s Common Stock, 40,470 shares of the

Company’s Series X non-voting convertible preferred stock, par value $ 0.0001 per share (“Convertible Preferred Stock”)

and Warrants to purchase up to an aggregate of 2,166,497 shares of the Company Common stock (“Merger Warrants”).

of Convertible Preferred Stock is convertible into an aggregate of 1,000 shares of Common Stock.

The Merger Warrants will be exercisable

at any time after the date of the receipt of BiomX stockholder approval at an exercise price of $ 5.00 per share and will expire on January

In the event the Convertible Preferred Stock is not converted by the earlier to occur of (i) the time that BiomX Stockholders’

Meeting is ultimately concluded or (ii) 150 days after the initial issuance of the Convertible Preferred Stock, the Company may be required

to pay to each holder of the Convertible Preferred Stock an amount in cash equal to the fair value of the shares of Convertible Preferred

Concurrently with the consummation of the Acquisition, the

Company entered into a securities purchase agreement with certain investors, pursuant to which such investors purchased an aggregate of

216,417 shares of Convertible Preferred Stock (“PIPE Preferred Shares”) and Private Placement Warrants to purchase up to an

aggregate of 108,208,500 shares of the Company’s Common stock (“Private Placement Warrants”), at a combined price of

$ 231.10 per share.

The PIPE Preferred Shares and the Private Placement Warrants were issued in a private placement pursuant to an exemption

from registration requirements under the Securities Act for aggregate gross proceeds of $ 50 million.

Immediately following the Acquisition, and without taking

into account the PIPE Preferred Shares and the Private Placement Warrants, the Company’s stockholders prior to the Acquisition owned

approximate 55 % the Company and APT’s stockholders prior to the Acquisition owned approximately 45 % of the Company.

into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity.

APT was a U.S.-based privately held, clinical-stage

biotechnology company pioneering the development of phage-based therapies to combat bacterial infection.

As a result of the Acquisition,

the Company has a pipeline that includes two Phase 2 assets each aimed at treating serious infections with unmet medical needs.

On March 15, 2024, the effective date

of the Acquisition (the “Closing Date”), APT’s former stockholders were issued an aggregate of 916,497 shares of the

Company’s Common Stock, 40,470 Redeemable Convertible Preferred Shares and Warrants to purchase up to an aggregate of 216,650 shares

of the Company Common Stock (“Merger Warrants”).

Each share of Redeemable Convertible Preferred Shares is convertible into

an aggregate of 100 shares, after giving effect to the Reverse Split of Common Stock.

The Merger Warrants became exercisable at any

time after the date of the receipt of BiomX stockholder approval, which was obtained on July 9, 2024, at an exercise price of $ 50.00 per

share and will expire on January 28, 2027 .

On July 9, 2024, the Company’s stockholders approved the conversion of the Redeemable

Convertible Preferred Shares into shares of Common Stock and the issuance of shares of Common Stock upon the exercise of the Merger Warrants.

The Redeemable Convertible Preferred

Shares are entitled to receive dividends on shares of the Redeemable Convertible Preferred Shares equal to, on an as-if-converted-to Common-Stock

basis, and in the same form as, dividends actually paid on shares of the Common Stock.

Except as otherwise required by law or with respect

to the Redeemable Convertible Preferred Shares protective provisions set forth in the Company’s Certificate of Designations, the

Redeemable Convertible Preferred Shares does not have voting rights.

At the Closing Date, the Redeemable

Convertible Preferred Shares were classified as temporary equity in accordance with the provisions of ASC 480-10-S99, as they included

clauses that could constitute redemption clauses that were subject to the Company’s stockholder approval and outside of the Company’s

On July 9, 2024 the Company’s stockholders approved, among other things, the conversion of the Redeemable Convertible Preferred

Shares into shares of Common Stock, which led the Company to determine that the Redeemable Convertible Preferred Shares meet the definition

of permanent equity as the Company is able to control the redemption.

Therefore, the Redeemable Convertible Preferred Shares were reclassified

On July 15, 2024, 109,152 Redeemable Convertible Preferred Shares that were issued under the Acquisition and the March 2024

PIPE were converted into 10,915,200 shares of the Company’s Common Stock according to beneficial ownership limitations set by certain

Immediately following the Acquisition,

and without taking into account the PIPE Preferred Shares and the Private Placement Warrants, each as defined below, the Company’s

stockholders prior to the Acquisition owned approximate 55 % the Company and APT’s stockholders prior to the Acquisition owned approximately

45 % of the Company.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Merger Agreement (Cont.)

The Acquisition will be accounted in accordance with Accounting

Standards Codification Topic 805, “Business Combinations,” using the acquisition method of accounting.

The Company was identified

as the accounting acquirer, based on the evaluation of the following facts and circumstances:

The Acquisition was accounted for in accordance with Accounting

Standards Codification (“ASC”) Topic 805, “Business Combinations,” using the acquisition method of accounting.

The Company was identified as the accounting acquirer, based on the evaluation of the following facts and circumstances:

Pursuant to the Merger Agreement, the post-Acquisition board of directors of the Company consists of seven directors, out of which the Company designated four board seats, with the Company’s chair of the board prior to the Acquisition continuing in his position, i.e.

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The Chief Executive Officer and the majority of management roles are held by individuals who were affiliated with the Company prior to the Acquisition.

The Acquisition-related transaction

costs are accounted for as expenses in the period in which the costs are incurred.

For the year ended December 31, 2024, the Company incurred

transaction costs of $ 888 which were included in general and administrative expenses in the consolidated statements of operations.

Purchase Price Allocation

The following sets forth the fair value

of acquired identifiable assets and assumed liabilities of APT, after considering measurement period adjustment as described

below, which includes adjustments to reflect the fair value of intangible assets acquired as of March 15, 2024:

Cash and cash equivalents

Restricted cash

Other current assets

Property, plant and equipment

Operating lease right-of-use asset

IPR&D assets and Goodwill

Trade accounts payable

Other accounts payable

Operating lease liability

Total liabilities

Total consideration

The fair value estimate for all identifiable

assets and liabilities assumed is based on assumptions that market participants would use in pricing an asset, based on the most advantageous

market for the asset (i.e., its highest and best use).

The Company recognized intangible assets

related to the Acquisition, which consist of IPR&D valued at $ 15,287 using the Multi-Period Excess Earnings Method valuation method

and of goodwill valued at $ 501 .

The goodwill is primarily attributed to the expected synergies from combining the operations of APT with

the Company’s operations and to the assembled workforce of APT.

The IPR&D is considered indefinite lived until the completion

or abandonment of the associated research and development efforts.

Upon successful completion of the project, IPR&D assets are reclassified

to developed technology and amortized over their estimated useful lives.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

GENERAL (Cont.)

Merger Agreement (Cont.)

During the year ended December 31,

2024, the Company made a measurement period adjustment to the purchase price allocation, which resulted in an increase to goodwill of

The increase resulted from a provision for a contingency not provided in the initial purchase price allocation, following a

settlement agreement between APT and Oyster Point Pharma, Inc.

(“Oyster”) in connection with the Collaboration and Option

Agreement signed in May 2021 as discussed in Note 8A.

The fair value of assets acquired and liabilities assumed have been finalized.

the year ended December 31, 2024, the Company recorded a full goodwill impairment in the amount of $ 801 and IPR&D impairment of $ 3,237 .

See Note 11 for further information.

These intangible assets are classified

as Level 3 measurements within the fair value hierarchy.

The following table summarizes the

fair value of the consideration transferred to APT shareholders for the Acquisition:

Redeemable Convertible Preferred Shares

Merger Warrants

The fair value of shares of Common

Stock issued by the Company was determined using the Company’s closing trading price on the Closing Date adjusted by a discount

for lack of marketability (“DLOM”) of 9.4 % as a registration statement was filed within 45 days.

The fair value of Redeemable

Convertible Preferred Shares was determined using the Company’s closing trading price on the Closing Date adjusted by a DLOM of

14.9 % as the conversion of the Redeemable Convertible Preferred Shares to shares of Common Stock was subject to the stockholder approval,

which was obtained on July 9, 2024.

The Company determined the fair value of the Merger Warrants using the Black-Scholes model as of the

Closing Date.

The main assumptions used are as follows:

Underlying value of Common Stock ($)

Exercise price ($)

Expected volatility (%)

Expected terms (years)

Risk-free interest rate (%)

The actual APT net loss included in

the Company’s consolidated statements of operations for the year ended December 31, 2024, is as follows:

Net loss attributable to APT*

* Including impairments loss related to goodwill, IPR&D and long-lived assets of $ 801 , $ 3,237 and $ 4,046 , respectively.

The unaudited pro forma financial information

below summarizes the combined results of operations for BiomX Inc.

(including its wholly owned subsidiaries, BiomX Israel and RondinX

Ltd.) and APT.

The unaudited pro forma financial information includes adjustments to reflect certain business combination effects, including:

acquisition-related costs incurred by both parties and reversal of certain costs incurred by BiomX Inc.

which would not have been incurred

had the acquisition occurred on January 1, 2023.

The unaudited pro forma financial information as presented below is for informational

purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Acquisition had taken

place at the beginning of fiscal 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

GENERAL (Cont.)

Merger Agreement (Cont.)

The following unaudited table provides

certain pro forma financial information for the Company as if the Acquisition occurred on January 1, 2023:

The pro forma amounts above are derived from historical numbers of the Company and APT.

SIGNIFICANT ACCOUNTING POLICIES

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been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the

accounts of the Company and its wholly owned subsidiaries, BiomX Israel and RondinX Ltd.

All intercompany accounts and transactions have

been eliminated in consolidation.

accounts of the Company and its wholly owned subsidiaries, BiomX Israel, APT and RondinX Ltd.

All intercompany accounts and transactions

have been eliminated in consolidation.

Use of estimates in the preparation of financial statements

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The most significant

estimates in the Company’s financial statements relate to accruals for research and development expenses and valuation of stock-based

compensation awards.

These estimates and assumptions are based on current facts, future expectations, and various other factors believed

to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets

and liabilities and the recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and

adversely from these estimates.

The full extent to which the Israel-Hamas war may directly

or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that

are uncertain, as well as the economic impact on local, regional, national and international markets.

estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of stock-based

compensation awards, purchase price allocation related to the Acquisition, Private Placement Warrants fair value revaluation and estimates

used in the IPR&D impairment assessment for calculating the fair value of the Company’s asset.

These estimates and assumptions

are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results

of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are

not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates.

The full extent to which the Israel’s war with Hamas

and Hezbollah may directly or indirectly impact the Company’s business, results of operations and financial condition will depend

on future developments that are uncertain, as well as the economic impact on local, regional, national and international markets.

Functional currency and foreign currency translation

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balances, respectively.

For non-USD transactions and other items in the statements of income (indicated below), the following exchange

rates are used:

For non-USD transactions and other items in the consolidated statements of operations (indicated below), the following

exchange rates are used:

(i) for transactions – exchange rates at transaction dates or average exchange rates;

and (ii) for other items (derived

from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates.

Currency transaction gains

and losses are presented in finance income, net as appropriate.

and (ii) for other

items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates.

transaction gains and losses are presented in financial expense (income), net as appropriate.

Cash and cash equivalents and restricted cash

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The Company includes its restricted bank deposits in cash and cash

equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the combined statement of cash flows.

equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statement of cash flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Concentrations of credit risk

Financial instruments which potentially subject us to credit risk consist

primarily of cash, cash equivalents, and short-term deposits.

Financial instruments which potentially subject us to credit

risk consist primarily of cash and cash equivalents.

These amounts at times may exceed federally insured limits.

experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds.

the Company’s cash and cash equivalents and bank deposits are invested in major banks in the U.S.

Management believes

that the credit risk with respect to the financial institutions that hold the Company’s cash and cash equivalents and bank deposits

Refer to note 2J.

We have not experienced

any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds.

Most of the Company’s

cash and cash equivalents and bank deposits are invested in major banks in the U.S.

Management believes that the credit risk

with respect to the financial institutions that hold the Company’s cash and cash equivalents and bank deposits is low.

Property and equipment

4 unchanged sentences

Estimated Useful Lives

Laboratory equipment

Computers and software

Equipment and furniture

Leasehold improvements

Shorter of lease term or useful life

Laboratory equipment 7 years

Computers and software 3 years

Equipment and furniture 15 years

Leasehold improvements Shorter of lease term or useful life

Long-lived assets

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loss would be recognized for the difference between the carrying amount of the asset and its fair value.

For the years ended December

31, 2023 and 2022, no impairment expenses were recorded.

See Note 11 for information regarding

impairment charges recognized during the year ended December 31, 2024.

The Company accounts for income taxes using the asset and

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of the cash flows also recorded under financial expenses (income), net in the consolidated statements of operations.

The Company recognizes

these derivative instruments as either assets or liabilities in the consolidated balance sheets at their fair value.

Derivatives in a

gain position are reported in other current assets in the consolidated balance sheets and derivatives in a loss position are recorded

as other current liabilities in the consolidated balance sheets.

As of December 31, 2024, the Company had outstanding short-term foreign

exchange contracts for the exchange of USD to NIS in the amount of approximately $ 2,413 with a fair value asset of $ 19 .

As of December

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$ 4,136 with a fair value asset of $ 256 .

As of December 31, 2022, the Company had outstanding short-term foreign exchange contracts for

the exchange of USD to NIS in the amount of approximately $ 4,547 with a fair value liability of $ 55 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

26 unchanged sentences

Contingent consideration

Private Placement Warrants

December 31, 2023

1 unchanged sentence

Money market funds

Foreign exchange contracts receivable

Contingent consideration

Foreign exchange contracts payable

The changes in the fair value of the

Company’s Private Placement Warrants which are measured as Level 3 and on a recurring basis are as follows:

Beginning balance

Private Placement Warrants

Change in fair value

Ending balance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

Financial instruments with carrying values approximating

fair value include cash and cash equivalents, restricted cash, short-term deposits, other current assets, trade accounts payable and other

current liabilities, due to their short-term nature.

The Company determined the fair value of the liabilities

for the contingent consideration based on a probability discounted cash flow analysis.

This fair value measurement is based on significant

unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy.

The fair value of the contingent

consideration is based on several factors, such as:

the attainment of future clinical, developmental, regulatory, commercial and strategic

milestones relating to product candidates for treatment of primary sclerosing cholangitis.

The discount rate applied ranged from 2.4 %

The contingent consideration is evaluated quarterly, or more frequently, if circumstances dictate.

Changes in the fair value

of contingent consideration are recorded in consolidated statements of operations.

Significant changes in unobservable inputs, mainly

the probability of success and cash flows projected, could result in material changes to the contingent consideration liability.

in contingent consideration for the years ended December 31, 2023 and 2022 resulted from the passage of time and discount rate revaluation.

fair value include cash and cash equivalents, restricted cash, other current assets, trade accounts payable and other current liabilities,

due to their short-term nature.

The Company determined the fair

value of the liabilities for the contingent consideration based on a probability discounted cash flow analysis.

This fair value

measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair

value hierarchy.

The fair value of the contingent consideration is based on several factors, such as:

the attainment of future

clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary

sclerosing cholangitis (“PSC”).

The discount rate applied ranged from 3.58 % to 4.52 %.

The contingent consideration is

evaluated quarterly, or more frequently, if circumstances dictate.

Changes in the fair value of contingent consideration are

recorded in consolidated statements of operations.

Significant changes in unobservable inputs, mainly the probability of success and

cash flows projected, could result in material changes to the contingent consideration liability.

Changes in contingent

consideration for the year ended December 31, 2024 resulted mainly from a change in the probability of success of the strategic

milestones due to the termination of the agreement with JSR Corporation (“JSR”) concerning patent rights related to the

treatment of PSC.

See Note 8D for further information.

Changes in contingent consideration for the year ended December 31, 2023

resulted from the passage of time and discount rate revaluation.

The Company determined the fair value

of the liabilities for the Private Placement Warrants using the Black-Scholes model, a Level 3 measurement, within the fair value hierarchy.

The main assumptions used are as follows:

Underlying value of Common Stock ($)

Exercise price ($)

Expected volatility (%)

Expected terms (years)

Risk-free interest rate (%)

As of December 31, 2024, the IPR&D, right-of-use asset

and leasehold improvements were assessed for impairment and measured at fair value, as described in Note 11 below.

Defined contribution plans

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who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.

The Company has not elected to match any of the employee’s

The Company has not elected to match any of the employees’ deferral.

During the years ended December 31, 2024 and 2023 the Company did not record any expenses for 401(k) match contributions.

Financial instruments

When the Company issues freestanding instruments, it first analyzes

the provisions of ASC 480, “Distinguishing Liabilities From Equity” (“ASC 480”) in order to determine whether

the instrument should be classified as a liability, with subsequent changes in fair value recognized in the consolidated statements of

operations in each period.

If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC 815-10

in order to determine whether the instrument is considered indexed to the entity’s own stock and qualifies for classification within

All warrants issued by the Company are classified within stockholders’ equity as “Additional paid-in capital”.

Equity classification is permitted when warrants are indexed to the Company’s own shares and meet the classification requirements

for stockholders’ equity classification of ASC 815-40,”Contracts in Entity’s Own Equity” (“ASC 815-40”).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Research and development costs

Financial instruments

When the Company issues freestanding instruments, it first

analyzes the provisions of ASC 480, “Distinguishing Liabilities From Equity” (“ASC 480”) in order to determine

whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the consolidated statements

of operations in each period.

If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC

815-10 in order to determine whether the instrument is considered indexed to the entity’s own stock and qualifies for classification

within equity.

When the Company issues preferred

shares, it first considers the provisions of ASC 480, in order to determine whether the preferred shares should be classified as a liability.

If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to

determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions

of ASC 480-10-S99.

The Company reassesses the classification of a contract over its own equity under the guidance above at each balance

If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the

date of the event that caused the reclassification.

See Note 1D regarding the reclassification of the Redeemable Convertible Preferred

When the Company issues warrants,

it first considers the provisions of ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”) in order

to determine whether the warrants should be classified as equity.

Equity classification is permitted when warrants are indexed to the

Company’s own shares and meet the classification requirements for stockholders’ equity classification under ASC 815-40.

the warrants are not within the scope of ASC 815-40, the Company accounts for the warrants in accordance with the guidance contained in

Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not

meet the criteria for equity treatment and must be recorded as derivative liabilities.

Accordingly, the Company classifies the Private

Placement Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period.

This liability

is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized

in the consolidated statements of operations.

See Note 12A for further information regarding the Private Placement Warrants.

Research and development expenses, net

Research and development costs are charged to statements

of operations as incurred.

Royalty-bearing grants from the IIA are recognized at the time the Company is entitled to such grants, on the

basis of the costs incurred and applied as a deduction from research and development expenses.

Royalty-bearing grants from the Israeli Innovation Authority (“IIA”) and grants from the Medical

Technology Enterprise Consortium (” MTEC”) are recognized at the time the Company is entitled to such grants, on the basis

of the costs incurred and applied as a deduction from research and development expenses.

Basic and diluted loss per share

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per share, as the Company considers these shares to be exercised for little to no additional consideration.

The calculation excludes o

shares of Common Stock purchased by the Company and held as treasury shares.

Diluted loss per share is computed by dividing net loss by

the weighted average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would

have been outstanding if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance

with ASC 260-10 “Earnings per Share.” Potentially dilutive shares of Common Stock were excluded from the calculation of diluted

loss per share for all periods presented due to their anti-dilutive effect due to losses in each period.

The calculation excludes shares

of Common Stock purchased by the Company and held as treasury shares.

Diluted loss per share is computed by dividing net loss by the weighted

average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would have been outstanding

if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings

The Company computes net loss per

share using the two-class method required for participating securities.

The two-class method requires income available to common stockholders

for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive

dividends as if all income for the period had been distributed.

The Company considers its Redeemable Convertible Preferred Shares to be

participating securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributed

to the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares of

Common Stock.

These participating securities do not contractually require the holders of such shares to participate in the Company’s

As such, net loss for the periods presented was not allocated to the Company’s participating securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Stock compensation plans

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instruments issued.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Stock compensation plans (Cont.)

The Company estimates the fair value of stock options granted

36 unchanged sentences

the carrying amount of the asset and its fair value.

Treasury stock

Treasury shares are presented as a reduction of equity,

at their cost to the Company.

For leased properties where the Company

plans to cease use of the property, as well as have the intent and ability to sublease the property, the Company tests the right-of-use

asset for impairment to determine if a loss has occurred.

The carrying value of the right-of-use asset is adjusted based on the net present

value of the future cash flows expected from a sublease agreement over the remaining lease term.

We may record additional impairment losses

when we finalize executed agreement with the sublessee.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Business Combination

The Company allocates the fair value

of consideration transferred in a business combination to the assets acquired, liabilities assumed based on their fair values at the acquisition

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

The excess of

the fair value of the consideration transferred over the fair value of the assets acquired, liabilities assumed in the acquired business

is recorded as goodwill.

The fair value of the consideration transferred included equity securities.

The allocation of the consideration

transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period,

which may be up to one year from the acquisition date.

The cumulative impact of revisions during the measurement period is recognized

in the reporting period in which the revisions are identified.

The Company includes the results of operations of the businesses that it

has acquired in its consolidated results prospectively from the respective dates of acquisition.

Intangible Assets

Goodwill reflects the excess of the

consideration transferred at the business combination date over the fair values of the identifiable net assets acquired.

Goodwill is an

asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually

identified and separately recognized.

The primary items that generate goodwill include the value of the synergies between the acquired

company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

” Intangibles—Goodwill and Other” allows an entity to first assess qualitative factors to determine whether a

quantitative goodwill impairment test is necessary.

Further testing is only required if the entity determines, based on the qualitative

assessment, that it is more likely than not that the fair value is less than its carrying amount.

Otherwise, no further impairment testing

The Company’s goodwill is tested for impairment at least on an annual basis, on the last day of the third quarter of

the fiscal year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable.

When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective

reporting unit exceeds its fair value.

However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting

During the year ended December 31, 2024, the Company recorded full goodwill impairment in the amount of $ 801 .

See Note 11 for further

Intangible assets

IPR&D assets acquired in a business

combination are recognized at fair value as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets

until completion or abandonment of the associated R&D efforts.

Indefinite-lived intangible assets are reviewed for impairment at least

annually, on the last day of the third quarter of the fiscal year or whenever there is an indication that the asset may be impaired.

conduct impairment tests of IPR&D, the fair value of the IPR&D asset is compared to its carrying value.

If the carrying value

exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of the IPR&D asset exceeds its

The Company estimates the fair value of IPR&D assets using discounted cash flow valuation models, which require the use

of significant estimates and assumptions, including, but not limited to, estimating the timing of and expected costs to complete in-process

projects, projecting regulatory approvals, estimating future cash flows from product sales and developing appropriate discount rates.

During the year ended December 31, 2024, the Company recorded IPR&D impairment in amount of $ 3,237 .

See note 11 for further information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

New accounting pronouncements

Recently adopted accounting pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses—Measurement of

Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology

that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform

credit loss estimates.

The guidance is effective for smaller reporting companies (as defined by the rules under the Securities Exchange

Act of 1934, as amended) for the fiscal year beginning on January 1, 2023, including interim periods within that year.

The Company adopted

the guidance on January 1, 2023, and has concluded the adoption did not have a material impact on its consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business

Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires

contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition

date in accordance with ASC 606.

The guidance will result in the acquirer recognizing contract assets and contract liabilities at the

same amounts recorded by the acquiree.

The guidance should be applied prospectively to acquisitions occurring on or after the effective

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Effective January 1, 2023, the Company has concluded the adoption has not a material impact on its consolidated financial statements.

In December 2022, the FASB issued ASU 2022-06, Reference

Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848.

This ASU extends the temporary optional practical expedients for reference

rate reform related activities that impact debt, leases, derivatives and other contracts through December 31, 2024.

The Company adopted

the guidance immediately and has concluded the adoption did not have a material impact on its consolidated financial statements.

In November 2023, the Financial Accounting Standards Board

(“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting:

Improvements to Reportable

Segment Disclosures” (“ASU 2023-07”).

This guidance expands public entities’ segment disclosures primarily by

requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within

each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures

of a reportable segment’s profit or loss and assets that are currently required annually.

Public entities with a single

reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280, Segment Reporting.

guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

The amendments are required to be applied retrospectively to all prior periods presented in an

entity’s financial statements.

The Company adopted this new standard effective December 31, 2024.

See Note 18 for disclosures related

to the adoption of ASU 2023-07.

Recently issued accounting pronouncements, not yet adopted

In November 2023, the FASB issued ASU 2023-07 “Segment

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

This guidance expands public entities’

segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating

decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other

segment items, and interim disclosures of a reportable segment’s profit or loss and assets that are currently required annually.

entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280,

Segment Reporting.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

The amendments are required to be applied retrospectively to all

prior periods presented in an entity’s financial statements.

The Company is currently evaluating the impact that the adoption of

ASU 2023-07 may have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income

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it may have on its consolidated financial statements disclosures.

SHORT-TERM DEPOSITS

Short-term deposits represent time deposits placed with

banks with original maturities of greater than three months but less than one year.

Interest earned is recorded as finance income, net

in the consolidated statements of operations during the years for which the Company held short-term deposits.

As of December 31, 2023, the Company had no deposits.

of December 31, 2022, the Company had deposits in USD at Leumi Bank (Israel) that bore fixed annual interest of 4.3 %.

In November 2024, the FASB issued ASU 2024-03 “Income

Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires more detailed information about

specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in

certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

This ASU is effective

for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027.

adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after

the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently

evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PROPERTY AND EQUIPMENT, NET

Composition of assets, grouped by major classifications, is as follows:

Composition of assets, grouped by major classifications,

is as follows:

As of December 31,

3 unchanged sentences

Leasehold improvements

Accumulated depreciation

Substantially all of the Company’s non-current assets are concentrated

Depreciation expenses were $ 871 and $ 1,001 in the years ended December

31, 2023 and 2022, respectively.

ACQUISITION OF SUBSIDIARY

In November 2017, BiomX Israel signed a share purchase agreement

with the shareholders of RondinX Ltd.

In accordance with the share purchase agreement, BiomX Israel acquired 100 % control and ownership

of RondinX Ltd.

The share purchase agreement included a contingent consideration mechanism.

The contingent consideration is based on the

attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment

of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company

to issue 567,729 shares of Common Stock upon the attainment of certain milestones, as well as make future cash payments and/or issue additional

shares of the most senior class of the Company’s shares of Common Stock authorized or outstanding as of the time the payment is

due, or a combination of both, up to $ 32,000 within ten years from the closing of the agreement.

The Company has the discretion of determining

whether milestone payments will be made in cash or by issuance of shares of Common Stock.

The contingent consideration is accounted for at fair value

There were no changes in the fair value hierarchy levelling during the years ended December 31, 2023 and December 31, 2022.

Refer to note 2J.

The consolidated financial statements as of December 31,

2023 and 2022 include a liability with respect to this agreement in the amount of $ 155 and $ 148 , respectively, recorded as other liabilities.

Intangible asset acquired in the RondinX Ltd.

was fully amortized as of December 31, 2022.

For the year ended December 31, 2022, amortization expense recorded in the consolidated statements

of operations was $ 1,519 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

In September 2020, BiomX Israel entered into a lease agreement for

office space in Ness Ziona, Israel for five years beginning on September 1, 2020, with an option to extend for an additional period until

November 30, 2030.

Total property and equipment

Accumulated depreciation and amortization

Total property and equipment, net

Depreciation expenses were $ 1,803 and $ 871 in the years

ended December 31, 2024 and 2023, respectively.

The Company incurred an impairment loss to its leasehold improvements of $ 530 associated

with its right-of-use asset for the year ended December 31, 2024.

Refer to Note 11 for additional information.

In September 2020, BiomX Israel entered into a lease agreement

for office space in Ness Ziona, Israel for five years beginning on September 1, 2020, with an option to extend for an additional period

until November 30, 2030.

The monthly lease payments under the lease agreement are approximately $ 56 .

As part of the agreement, the lessor reimbursed

BiomX Israel for costs incurred for leasehold improvements by a pre-defined amount.

BiomX Israel will pay back the reimbursed amount with

interest during the entire contract term.

As a result, the Company recognized a lease incentive asset in an amount of $ 1,030 that

is deducted from the operating lease right-of-use asset.

The operating lease right-of-use assets and operating lease liabilities contemplate

the option period.

As part of the agreement, the lessor

reimbursed BiomX Israel for costs incurred for leasehold improvements by a pre-defined amount.

BiomX Israel will pay back the reimbursed

amount with interest during the entire contract term.

As a result, the Company recognized a lease incentive asset in an amount of

$ 1,030 that is deducted from the operating lease right-of-use asset.

The operating lease right-of-use assets and operating lease liabilities

contemplate the option period.

As a part of the agreement, BiomX Israel provided a bank guarantee to the landlord in the amount of approximately

$ 257 , representing four monthly lease and related payments.

On October 1, 2020, the Company entered into a lease agreement

for office space in Branford, Connecticut, U.S., for 25 months beginning on October 5, 2020.

Monthly lease payments under the agreement

are approximately $ 4 .

As part of the agreement, the Company deposited $ 8 as a security, representing two monthly lease and related payments.

The agreement ended in October 2022.

In August 2022, BiomX Israel entered into a sublease agreement

for a portion of its office space in Ness Ziona, Israel.

The agreement is for a period of two years beginning on August 15, 2022.

monthly lease payments under the agreement are approximately $ 29 .

The agreement was for a period of two years beginning on August 15, 2022.

monthly lease payments under the agreement were approximately $ 29 .

The monthly lease proceeds are recorded as other income in the consolidated

statements of operations.

The sublease agreement was terminated in September 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

LEASES (Cont.)

On August 9, 2019, APT entered into a lease agreement (the

“APT Lease Agreement”) with ARE-708 Quince Orchard, LLC (the “Landlord”), for office and lab spaces in Gaithersburg,

Maryland starting on September 1, 2019.

On March 5, 2024, in connection with the Acquisition, APT and the Landlord, signed an amendment

to the APT Lease Agreement.

Pursuant to the amendment, the leased area was decreased to 25,894 square feet (the “Remaining Area”),

effective as of December 31, 2024.

Following the amendment, the revised monthly lease payments are approximately $ 155 .

In exchange, APT

was required to pay a relinquished premises fee in an amount equal to $ 1,500 within 10 business days following March 15, 2024.

the Company issued the Landlord warrants (the “Landlord Warrants”) to purchase up to an aggregate of 25,000 shares of the

Company’s Common Stock at an exercise price of $ 50.00 per share.

The Landlord Warrants became exercisable on July 9, 2024, and will

expire on January 28, 2027.

The amendment also included a one-time option to early terminate the lease agreement on February 28, 2029

with respect to the Remaining Area under certain terms.

The execution of the early termination will require APT to pay a termination fee

The operating lease right-of-use assets and operating lease liabilities contemplate the termination option.

For the year ended

December 31, 2024, the Company recognized an impairment charge in relation to its right-of-use asset.

See Note 11 for further information.

Lease expenses recorded in the consolidated statements of

3 unchanged sentences

Cash payments for operating leases

As of December 31, 2023, the Company’s operating leases

As of December 31, 2024, BiomX Israel's operating leases

had a weighted average remaining lease term of 5.9 years and a weighted average discount rate of 6 %.

The maturity analysis of operating

APT’s operating leases had

a weighted average remaining lease term of 4.1 years and a weighted average discount rate of 13.67 %.

The maturity analyses of both operating

leases as of December 31, 2024 were as follows:

2 unchanged sentences

Total operating lease liability balance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

OTHER ACCOUNT PAYABLES

3 unchanged sentences

Government institutions

Deferred fees from collaboration agreements and prepaid sublease income

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

TRANSACTION WITH RELATED PARTIES

In October 2019, BiomX Israel entered into a loan agreement in the amount of $ 19 with a stockholder who was subject to taxation in Israel in connection with the Recapitalization Transaction.

As part of the loan agreement, the stockholder’s shares of Common Stock were restricted and allocated to the Company.

The number of shares of Common Stock in respect of which the loan was granted was 5,700 .

The granting of the loan and the restrictions imposed on the related Common Stock until repayment of the loan were accounted as an acquisition of treasury stock by the Company at an amount equal to the loan.

During the year ended December 31, 2022, the loan was repaid by the stockholder to the Company and was accounted as proceeds on account of shares in the statements of changes in stockholders’ equity.

As part of the loan agreement, 570 shares of Common Stock held by the stockholder were restricted and allocated to the Company and were accounted as an acquisition of treasury stock by the Company at an amount equal to the loan.

In 2022, the loan was repaid by the stockholder to the Company.

During the year ended December 31, 2023, the shares of Common Stock were transferred to the stockholder and were accounted as reissuance of treasury stock.

Refer to note 12A regarding a Securities Purchase Agreement with institutional investors, all of the Company’s directors and certain executive officers.

Refer to note 12B regarding stock options granted to related parties.

Refer to note 12A regarding a Securities Purchase Agreement with institutional investors.

COMMITMENTS AND CONTINGENCIES

In March 2021, the IIA approved

two new applications in relation to the Company’s cystic fibrosis product candidate for an aggregate budget of NIS 10,879 thousands

(approximately $ 3,286 ) and for the Company’s product candidate for Inflammatory Bowel Disease (“IBD”) and Primary Sclerosing

Cholangitis for an aggregate revised budget of NIS 6,753 thousands (approximately $ 2,118 ).

The IIA committed to fund 30 % of the approved

The programs are for the period beginning January 2021 through December 2021.

Through December 31, 2023, the Company received

NIS 5,289 thousands (approximately $ 1,622 ) from the IIA and does not expect to receive additional funds with respect to these programs.

In August 2021, the IIA approved an application that supports

upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 5,737 thousands (approximately $ 1,778 ).

committed to fund 50 % of the approved budget.

The program is for the period beginning July 2021 through June 2022.

The program does not

bear royalties.

Through December 31, 2023, the Company received NIS 1,912 thousands (approximately $ 577 ) from the IIA with respect to

this program.

In March 2022, the IIA approved an application for a total

budget of NIS 13,004 thousands (approximately $ 4,094 ) in relation to the Company’s cystic fibrosis product candidate.

The IIA committed

to fund 30 % of the approved budget.

In May 2021, APT entered into a Collaboration and Option Agreement (the “Oyster Agreement”) with Oyster, a wholly owned subsidiary of Viatris Inc., to collaborate on the use of APT’s proprietary phage technology for the treatment of certain ophthalmic diseases.

Upon execution of the Agreement, Oyster paid an upfront payment of $ 500 to APT, a portion of which APT claims it has spent in the course of performing its obligations under the Oyster Agreement.

In April 2022 and September 2023, APT received letters from Oyster and Viatris Inc.

raising concerns about APT’s actions, including allegations that APT had breached the Oyster Agreement.

On December 18, 2024, APT and Oyster signed a settlement agreement (the “Settlement Agreement”), which includes a payment of $ 300 from APT to Oyster.

As of December 31, 2024, the Company has recorded a provision of $ 300 as other accounts payable in the consolidated balance sheets.

On January 13, 2025, APT paid Oyster $ 300 according to the Settlement Agreement.

In March 2022, the IIA approved an application for a total budget of NIS 13,004 thousands (approximately $ 4,094 ) in relation to the Company’s cystic fibrosis product candidate.

The IIA committed to fund 30 % of the approved budget.

The program is for the period beginning January 2022 through December 2022.

Through December 31, 2023,

the Company received NIS 1,365 thousands (approximately $ 395 ) from the IIA with respect to this program.

In March 2023, the IIA approved an application for a total

budget of NIS 11,283 thousands (approximately $ 3,164 ) in relation to the Company’s cystic fibrosis product candidate.

The IIA committed

to fund 30 % of the approved budget.

Through December 31, 2024, the Company received NIS 1,365 thousands (approximately $ 395 ) from the IIA with respect to this program.

In March 2023, the IIA approved an application for a total budget of NIS 11,283 thousands (approximately $ 3,164 ) in relation to the Company’s cystic fibrosis product candidate.

The IIA committed to fund 30 % of the approved budget.

The program is for the period beginning January 2023 through December 2023.

Through December 31, 2023,

the Company received NIS 2, 783 thousands (approximately $ 768 ) from the IIA with respect to this program.

According to the agreements with the IIA, BiomX Israel will

pay royalties of 3 % to 3.5 % of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR

linked to the USD.

Starting January 2024, the IIA has notified that the interest has changed to the 12-month SOFR rate as published on

the first trading day of each calendar year.

BiomX Israel may be required to pay additional royalties upon the occurrence of certain events

as determined by the IIA, that are within the control of BiomX Israel.

No such events have occurred or were probable of occurrence as

of the balance sheet date with respect to these royalties.

Repayment of the grant is contingent upon the successful completion of the

BiomX Israel’s R&D programs and generating sales.

BiomX Israel has no obligation to repay these grants if the R&D program

fails, is unsuccessful or aborted or if no sales are generated.

The Company had not yet generated sales as of December 31, 2023;

no liability was recorded in these consolidated financial statements.

IIA grants are recorded as a reduction of R&D expenses, net.

Through December 31, 2023, total grants approved from the

IIA aggregated to approximately $ 9,353 (NIS 32,068 thousands).

Through December 31, 2023, BiomX Israel had received an aggregate amount

of $ 8,003 (NIS 27,423 thousands) in the form of grants from the IIA.

Total grants subject to royalties’ payments aggregated to approximately

As of December 31, 2023, BiomX Israel had a contingent obligation to the IIA in the amount of approximately $ 7,941 including annual

interest of LIBOR linked to the USD.

Through December 31, 2024, the Company received NIS 2,783 thousands (approximately $ 768 ) from the IIA with respect to this program.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES (Cont.)

In July 2019, the Company and Yeda Research and Development Company

Limited (“Yeda”) amended the Research and License Agreement (the “License Agreement”) entered into in 2015.

to the amendment, following the closing of the Recapitalization Transaction, the provisions of the Yeda license agreements related to

the Exit Fee were amended so that the Company is obligated to pay Yeda a one-time payment as described in the amendment which will not

exceed 1% of the consideration received in the event of any merger or acquisition involving the Company instead of the Exit Fee, with

respect to each license agreement.

The Merger Agreement as described in note 1D, does not apply for such merger or acquisition as defined

in the amendment.

As successor in interest to RondinX Ltd., BiomX Israel is a party to a license agreement dated March 20, 2016 with Yeda, pursuant to which the Company has a worldwide exclusive license to Yeda’s know-how, information and patents related to the Company’s meta-genomics target discovery platform.

to the agreements with the IIA, BiomX Israel will pay royalties of 3 % to 3.5 % of future sales up to an amount equal to the accumulated

grant received including annual interest of the 12-month Secured Overnight Financing Rate (“SOFR”) as published on the first

trading day of each calendar year.

BiomX Israel may be required to pay additional royalties upon the occurrence of certain events as

determined by the IIA, that are within the control of BiomX Israel.

No such events have occurred or were probable of occurrence as of

the balance sheet date with respect to these royalties.

Repayment of the grant is contingent upon the successful completion of the BiomX

Israel’s R&D programs and generating sales.

BiomX Israel has no obligation to repay these grants if the R&D program fails,

is unsuccessful or aborted or if no sales are generated.

The Company had not yet generated sales as of December 31, 2024;

no liability was recorded in these consolidated financial statements.

IIA grants are recorded as a reduction of R&D expenses, net.

December 31, 2024, total grants approved from the IIA aggregated to approximately $ 9,353 (NIS 32,068 thousands).

Through December 31,

2024, BiomX Israel had received an aggregate amount of $ 8,003 (NIS 27,423 thousands) in the form of grants from the IIA.

subject to royalties’ payments aggregated to approximately $ 7,418 .

As of December 31, 2024, BiomX Israel had a contingent obligation

to the IIA in the amount of approximately $ 8,330 including annual interest of SOFR applicable to dollar deposits.

June 2015, BiomX Israel entered into a Research and License Agreement (the “2015 License Agreement”) as amended with Yeda

Research and Development Company Limited (“Yeda”), pursuant to which BiomX Israel received an exclusive worldwide license

to certain know-how and research information related to the development, testing, manufacturing, production and sale of microbiome-based

therapeutic product candidates, including candidates specified in the agreement, as well as patents, research and other rights to phage

product candidates.

In return, BiomX Israel is obligated to pay Yeda annual license fees of approximately $ 10 and royalties on revenues

as defined in the 2015 License Agreement.

In July 2019, the Company and Yeda amended the 2015 License Agreement, pursuant to which, following

the closing of the Recapitalization Transaction, the Company is obligated to pay Yeda a one-time payment as described in the amendment

which will not exceed 1 % of the consideration received in the event of certain mergers or acquisitions involving the Company.

Agreement as described in Note 1D, does not constitute a merger or acquisition as defined in the amendment.

Following the assignment thereof from RondinX Ltd., BiomX Israel is a party to a license agreement dated March 20, 2016 with Yeda, pursuant to which the Company has a worldwide exclusive license to Yeda’s know-how, information and patents related to the Company’s meta-genomics target discovery platform.

As consideration for the license, the Company is obligated to pay annual license fees of $ 10 , subject to the terms and conditions of the agreement.

1 unchanged sentence

In addition, the Company is obligated to pay a royalty in the low single digits based on revenue of products.

The consolidated financial statements as of December 31, 2023 and 2022 include a liability with respect to this agreement in the amount of $ 155 and $ 148 , respectively, recorded as other liabilities.

Refer to note 6 regarding a contingent consideration with respect to the RondinX Ltd.

In December 2017, BiomX Israel signed a patent license agreement with Keio University and JSR Corporation in Japan.

As the Company has not yet generated revenue from operations, no provision was included in the consolidated financial statements as of December 31, 2024 and 2023 with respect to the agreement.

In December 2017, BiomX Israel signed a patent license agreement with Keio University and JSR in Japan.

According to the agreement, BiomX Israel received an exclusive patent license to certain patent rights related to inflammatory bowel disease (“IBD”) In return, the Company will pay an annual license fee of between $ 15 and $ 25 subject to the terms and conditions specified in the agreement.

1 unchanged sentence

As the Company has not yet generated revenue from operations and the achievement of certain milestones is not probable, no provision was included in the consolidated financial statements as of December 31, 2024 and 2023 with respect to the agreement.

In April 2019, BiomX Israel signed an additional patent license agreement

with Keio University and JSR Corporation in Japan.

According to the agreement, BiomX Israel received an exclusive sublicense by JSR to

certain patent rights related to the treatment of primary sclerosing cholangitis.

In return, the Company is required (i) to pay a license

issue fee of $ 20 and annual license fees ranging from $ 15 to $ 25 (ii) make additional payments based upon the achievement of clinical

and regulatory milestones up to an aggregate of $ 32,100 and (iii) make tiered royalty payments, in the low single digits based on future

As the Company has not yet generated revenue from operations and the achievement of certain milestones is not probable, no provision

was included in the consolidated financial statements as of December 31, 2023.

As of December 31, 2022, the consolidated financial statements

included liabilities with respect to this agreement in the amount of $ 40 recorded as other liabilities.

For the year ended December 31,

2023, the Company recorded $ 40 in the consolidated statements of operations as a reduction of R&D expenses.

In April 2019, BiomX Israel signed an additional patent

license agreement with Keio University and JSR in Japan.

According to the agreement, BiomX Israel received an exclusive sublicense by

JSR to certain patent rights related to the treatment of primary sclerosing cholangitis.

In return, the Company is required (i) to pay

a license issue fee of $ 20 and annual license fees ranging from $ 15 to $ 25 (ii) make additional payments based upon the achievement of

clinical and regulatory milestones up to an aggregate of $ 32,100 and (iii) make tiered royalty payments, in the low single digits based

on future revenue.

As the Company has not yet generated revenue from operations and the achievement of certain milestones is not probable,

no provision was included in the consolidated financial statements as of December 31, 2024 and 2023.

On January 16, 2025, the Company

notified JSR of the termination of the agreement.

Such termination will be effective on April 16, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES (Cont.)

On June 23, 2022 (the “Effective Date”), BiomX Israel entered into a research collaboration

agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration to identify biomarkers for IBD.

agreement, BiomX Israel is eligible to receive fees totaling $ 1,411 to cover costs to be incurred by BiomX Israel in conducting the research

plan under the collaboration.

The fees will be paid in instalments of $500 within 30 days of the Effective Date and three additional

installments of $500, $200 and $211 upon completion of certain activities under the research plan.

Unless terminated earlier, this agreement

will remain in effect until (a) a period of eighteen (18) months thereafter or (b) completion of the project plan and submission and

approval of the final report, whichever occurs sooner, unless otherwise extended.

The consideration is recorded as a reduction of R&D

expenses, net in the consolidated statements of operations according to the input model method on a cost-to-cost basis.

The remainder

of the consideration is recorded as other accounts payable in the consolidated balance sheets.

In December 2023, the Company completed

its obligations with respect to this agreement.

As of December 31, 2023, the Company received consideration of $ 1,200 .

For the years

ended December 31, 2023 and 2022, the Company recorded $ 1,124 and $ 287 , respectively, in the consolidated statements of operations as

a reduction of R&D expenses.

See note 19A regarding funds received after the balance sheet date.

Refer to note 7 for information regarding the Company’s lease liabilities.

On June 23, 2022 (the “Effective Date”), BiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration to identify biomarkers for IBD.

Under the agreement, BiomX Israel was eligible to receive fees totaling $ 1,411 to cover costs incurred by BiomX Israel in conducting the research plan under the collaboration.

The fees were paid in installments of $ 500 within 30 days of the Effective Date and three additional installments of $ 500 , $ 200 and $ 211 upon completion of certain activities under the research plan.

The consideration was recorded as a reduction of R&D expenses, net in the consolidated statements of operations according to the input model method on a cost-to-cost basis.

In December 2023, the Company completed its obligations with respect to this agreement, and the last installment of $ 211 was received in January 2024.

As of December 31, 2024, the Company received the entire consideration of $ 1,411 .

For the year ended December 31, 2024, the Company did not record any amount in relation to this agreement in the consolidated statements of operations.

For the year ended December 31, 2023, the Company recorded $ 1,124 in the consolidated statements of operations as a reduction of R&D expenses.

In October 2021, the Company entered into a Stock Purchase Agreement

with a subsidiary of Maruho Co.

Ltd., (“Maruho”), pursuant to which the Company issued to Maruho shares of Common Stock of

the Company and granted Maruho a right of first offer to license its atopic dermatitis product candidate, BX005, in Japan.

first offer was supposed to commence following the availability of results from the Phase 1/2 study which were expected in 2022.

of the consideration paid under the agreements, equal to the grant date fair value of the shares issued to Maruho was attributed to the

issuance of shares.

The remainder of $ 1,976 was attributed to a contract liability, to be recognized once the clinical trials related

to the product candidate are completed.

In April 2024, following the Acquisition, the Company decided to pause the development of BX005.

As a result, the parties agreed that the right of first offer to license BX005 is no longer applicable.

As a result, the Company reversed

the full amount of the contract liability and recognized $ 1,976 as other income in the consolidated statements of operations for the year

ended December 31, 2024.

In November 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd.

In accordance with the share purchase agreement, BiomX Israel acquired 100 % control and ownership of RondinX Ltd.

The share purchase agreement included a contingent consideration mechanism.

The contingent consideration is based on the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company to issue 56,773 shares of Common Stock upon the attainment of certain milestones, as well as make future cash payments and/or issue additional shares of the most senior class of the Company’s shares of Common Stock authorized or outstanding as of the time the payment is due, or a combination of both, up to $ 32,000 within ten years from the closing of the agreement.

The Company has the discretion of determining whether milestone payments will be made in cash or by issuance of shares of Common Stock.

The contingent consideration is accounted for at fair value (level 3).

There were no changes in the fair value hierarchy levelling during the years ended December 31, 2024 and December 31, 2023.

Refer to note 2J.

The consolidated financial statements as of December 31, 2024 and 2023 include a liability with respect to this agreement in the amount of $ 77 and $ 155 , respectively, recorded as other liabilities.

NOTE 9 - U.S.

GOVERNMENT CONTRACTS AND GRANTS

In 2019, APT entered into a Base Agreement

and Research Project Award (collectively, the “Agreement”) with the U.S.

Army Medical Research Acquisition Activity (“USAMRAA”)

Army Medical Research & Development Command (“USAMRDC”) to advance personalized phage therapy from niche

to broad use.

Awards under the Agreement are intended to lay the groundwork for rapid advancement of personalized phage therapy to commercialization

for the variety of clinical indications and bacterial pathogens representing un-met needs with a focus on infections with significant

military relevance.

The competitive award was granted by USAMRAA and USAMRDC in collaboration with MTEC, a 501(c)(3) biomedical technology

consortium working in partnership with the U.S.

Department of Defense.

Since Agreement inception, APT entered into certain modifications

to the Agreement to include additional activities and perform pre-clinical activities to advance the Diabetic Foot Osteomyelitis (“DFO”)

clinical program.

Under the Agreement, MTEC reimburses APT for approved costs as incurred that are based upon the achievement of certain

milestones up to a contract value of $ 36,214 .

In September 2024, the Agreement was amended to extend the period of performance to continue

and complete the pre-clinical activities for the DFO clinical program, which increased the total contract value to $ 39,081 .

In conjunction

with this Agreement, APT was subject to an assessment fee of an amount equal up to 3 % of the total funded value of the research project

award which was paid by the Company upon signing the agreement or the modifications.

Under the amendment signed in September 2024, APT

was subject to an assessment fee of 1 %, resulting in a payment of $ 29 to MTEC in December 2024.

For the period between the Acquisition

and December 31, 2024, the Company received grants of $ 3,494 from MTEC with respect to the cost reimbursement contract.

During the year

ended December 31, 2024, the Company recorded $ 2,614 as a reduction of R&D expenses, net.

The remainder of the consideration the Company

is entitled to receive is recorded as other current assets in the consolidated balance sheets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

LONG-TERM DEBT

6 unchanged sentences

tranche of $ 15,000 was advanced to the Company on the date the Loan Agreement was executed.

Upon the occurrence of specified milestones

and continuing through December 31, 2022 and through September 30, 2023, a loan in the aggregate principal amount of up to $ 10,000 (“the

second tranche”) and $ 5,000 (“the third tranche”), would have become available.

The milestones for the second and third

tranches were not reached and have expired.

The Company was required to make interest only payments through March 1, 2023, and started

then to repay the principal balance and interest in equal monthly installments through September 1, 2025.

The Company may prepay advances under the Loan Agreement,

in whole or in part, at any time subject to a prepayment charge equal to:

(a) 3.0 % of amounts prepaid, if such prepayment occurs during

the first 12 months following the closing date;

(b) 2.0% after 12 months but prior to 24 months;

36 months, and (d) no charge after 36 months.

Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility,

the Company is required to pay an end of term charge (“End of Term Charge”) equal to 6.55 % of the total aggregate amount of

the term loans being prepaid or repaid.

See note 19D regarding prepayment of the term loan after the balance sheet date.

Interest on the term loan accrues at a per annum rate equal

to the greater of (i) the Prime Rate as reported in The Wall Street Journal plus 5.70% and (ii) 8.95%.

On December 31, 2023, the Prime

Rate was 8.50 %.

Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized

loan issuance costs and of the End of Term Charge.

Debt issuance costs are recorded on the consolidated balance sheet as a reduction of

Amounts allocated to the debt, net of issuance cost, are subsequently recognized at amortized cost using the effective interest

On December 31, 2023, the effective interest rate was 19.39 %.

The milestones for the second and third tranches

were not reached and have expired.

The Company was required to make interest only payments through March 1, 2023, and started then to

repay the principal balance and interest in equal monthly installments.

The Loan Agreement provided that the

Company could prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge equal to 1.0 %

after 24 months but prior to 36 months following the Closing Date.

Upon prepayment or repayment of all or any of the term loans under

the Term Loan Facility, the Company was required to pay an end of term charge (“End of Term Charge”) equal to 6.55 % of the

total aggregate amount of the term loans being prepaid or repaid.

On March 19, 2024, the Company prepaid the entire balance under the

Term Loan Facility in a total of $ 10,428 .

The prepayment included the End of Term Charge of $ 983 and accrued interest of $ 69 .

received from Hercules a waiver regarding the prepayment charge that should have been 1 % out of the prepaid principal amount that equals

Interest expense relating to the term loan, which is included

in interest expense in the consolidated statements of operations was $ 850 and $ 2,404 for the years ended December 31, 2024 and 2023, respectively.

GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS IMPAIRMENT

Following the APT Acquisition, the Company recognized goodwill

valued at $ 801 after adjustment made during the measurement period as described in Note 1D above.

In the third quarter of 2024, the Company

performed a quantitative assessment for goodwill impairment, due to a decline in the Company’s stock price resulting in its market

capitalization being less than the Company’s stockholders’ equity, which management concluded as an impairment indicator.

The assessment utilizes the Company’s market capitalization plus an appropriate control premium.

Market capitalization is determined

by multiplying the outstanding number of shares of Common Stock by the Company’s stock price.

The control premium is determined

by utilizing publicly available data from studies for similar transactions of public companies.

Based on the assessment, the Company concluded

that the fair value of its reporting unit was less than its carrying value.

Therefore, the Company recognized a full goodwill impairment

of $ 801 for the year ended December 31, 2024.

Intangible asset

In the third quarter of 2024, the Company performed a quantitative

assessment for its IPR&D asset, resulting from the decline in the Company’s stock price as above mentioned.

The assessment indicated

that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized.

During the fourth quarter of 2024, in light of the continued decline

in the Company’s stock price, the Company reperformed a quantitative assessment for its IPR&D asset.

The assessment was performed

using the discounted cash flow model of the income approach.

The cash flow projections included significant judgments and assumptions

relating to amount and timing of projected future cash flows including, but not limited to, estimating the expected costs to complete

in-process projects, projecting regulatory approvals, estimating future cash flows from product sales and developing appropriate discount

The Company used a discount rate of 19 % which is based on the estimated weighted-average cost of capital for APT.

a result of the impairment assessment, the Company concluded that the fair value of the IPR&D decreased below its carrying value and

the Company recorded an impairment in the amount of $ 3,237 for the year ended December 31, 2024.

Long-lived assets

In December 2024, the Company’s management decided to cease the

use of the property in Gaithersburg, Maryland and made it available for sublease.

The Company considered it as an impairment indicator

for impairment assessment of the right-of-use asset and related leasehold improvements as the Company considered it as one asset group

for the purpose of the long-lived asset impairment assessment.

Calculating the fair value of the asset group involves significant estimates

and market participant assumptions.

These estimates and assumptions include, among others, projected future cash flows, risk-adjusted

discount rates and market conditions.

The Company evaluated the future cash flows expected from a sublease agreement over the remaining

lease term and concluded that the carrying value of the asset group was not recoverable as it exceeded the future net discounted cash

flows that are expected to be generated from the use of the assets within the asset group.

The Company recognized an impairment of $ 4,046

which was allocated to the right-of-use asset and the related leasehold improvements within the asset group on a pro rata basis using

the relative carrying amounts of those assets, which resulted in impairment charges of $ 3,516 and $ 530 , respectively, during the year

ended December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

LONG-TERM DEBT (Cont.)

As of December 31, 2023, the carrying value of the term

loan consists of $ 10,747 principal outstanding in addition to the unamortized debt discount, issuance costs and End of Term Charge of

approximately $ 440 .

The full End of Term Charge of $ 983 is recognized over the life of the term loan as an interest expense using the

effective interest method.

The debt issuance costs have been recorded as a debt discount which is being accreted to interest expense through

the maturity date of the term loan.

Interest expense relating to the term loan, which is included

in interest expense in the consolidated statements of operations was $ 2,404 and $ 2,069 for the years ended December 31, 2023 and 2022,

respectively.

Under the terms of the Loan Agreement, the Company granted

first priority liens and security interests in substantially all of the Company’s intellectual property as collateral for the obligations

The Company also granted Hercules the right, at their discretion, to participate in any closing of any single subsequent broadly

marketed financing as defined up to a maximum aggregate amount of $ 2,000 under the terms as afforded to other investors in such financing.

The Loan Agreement also contains representations and warranties by the Company and Hercules, indemnification provisions in favor of Hercules

and customary affirmative and negative covenants, including a liquidity covenant beginning October 1, 2022, requiring the Company to maintain

a minimum aggregate compensating cash balance of $ 5,000 , and events of default, including a material adverse change in the Company’s

business, payment defaults, breaches of covenants following any applicable cure period, and a material impairment in the perfection or

priority of Hercules’ security interest in the collateral.

In the event of default by the Company under the Loan Agreement, the

Company may be required to repay all amounts then outstanding under the Loan Agreement.

Future principal payments for the long-term debt are as

Total principal payments

Unamortized discount, debt issuance costs and accretion of End of Term Charge

Total future principal payments

Current portion of long-term debt

Long-term debt, net

STOCKHOLDERS EQUITY

Share Capital:

Reverse Stock Split:

On July 9, 2024, the Company’s

stockholders approved a reverse stock split at a ratio within a range of 1-for-5 and 1-for-10 at such time as the Board of Directors

shall determine, in its sole discretion, at any time before July 9, 2025.

On August 8, 2024, the Board of Directors approved a 1-for-10

Reverse Stock Split of the Company’s shares of Common Stock (the “Reverse Stock Split”).

On August 20, 2024, the Company filed

the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, which became effective on August

26, 2024 (the “Effective Date”).

The Company’s Common Stock began trading on a Reverse Stock Split adjusted basis on

the NYSE American at the opening of the markets on the Effective Date.

As a result of the Reverse Stock Split,

the number of shares of Common Stock outstanding was reduced from 178,958,447 shares to 18,021,173 shares.

No fractional shares

of Common Stock or Units were issued in connection with the Reverse Stock Split.

Stockholders of the Company who otherwise were entitled

to receive fractional shares or Units, because they held a number of shares or Units, as applicable, not evenly divisible by the Reverse

Stock Split ratio were automatically entitled to receive an additional fraction of a share of the Common Stock or Unit, as applicable,

to round up to the next whole share.

As a result, 125,328 shares of Common Stock were issued.

The Reverse Stock Split did not change the

par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

Unless otherwise indicated, all amounts

of issued and outstanding stock contained in the accompanying consolidated financial statements have been adjusted to reflect the 1-for-10

Reverse Stock Split for all prior periods presented.

Proportional adjustments were also made to shares underlying outstanding equity

awards, warrants and Redeemable Convertible Preferred Shares, and to the number of shares issued and issuable under the Company’s

stock incentive plans and certain existing agreements.

Authorized shares of common stock:

On July 9, 2024, the Company’s

stockholders approved increasing the number of authorized shares of Common Stock from 120,000,000 shares, par value $ 0.0001 per share,

to 750,000,000 shares, par value $ 0.0001 per share.

Preferred Stock:

The Company is authorized to issue

1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined

from time to time by the Company’s Board of Directors.

On March 15, 2024, the Company issued

40,470 and 216,417 Redeemable Convertible Preferred Shares, par value $ 0.0001 per share, as part of the Acquisition and the March 2024

PIPE, respectively.

On July 15, 2024, 109,152 Redeemable Convertible Preferred Shares were converted into 10,915,200 shares of the Company’s

Common Stock.

On August 24, 2022, the Company’s stockholders approved

increasing the number of authorized shares of Common Stock from 60,000,000 shares, par value $ 0.0001 per share, to 120,000,000 shares,

par value $ 0.0001 per share.

Treasury Stock:

Refer to note 9A.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

STOCKHOLDERS EQUITY (Cont.)

Share Capital:

Initial Public Offering:

3 unchanged sentences

offering price of $ 10.00 per Public Unit, generating total gross proceeds of $ 70,000 .

The Public Units each consist of one share of Common

Stock and one warrant to purchase one-half of a share of Common Stock (“Public Warrant”), with every two Public Warrants entitling

the holder to purchase one share of Common Stock for $ 11.50 per full share.

The Public Units each consisted of one share of

Common Stock and one warrant to purchase one-half of a share of Common Stock (“Public Warrant”), with every two Public Warrants

entitling the holder to purchase one share of Common Stock for $ 11.50 per full share.

The Public Warrants expired on October 28,

2024 and on October 24, 2024, the Units were mandatorily separated and ceased trading on the NYSE American.

Simultaneous with the consummation of the IPO, the Company

1 unchanged sentence

The Private Placement

Warrants were expired on December 13, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

STOCKHOLDERS EQUITY (Cont.)

Share Capital:

Warrants expired on December 13, 2023.

Stock Exchange:

As detailed in note 1, as part of the Recapitalization Transaction

on October 28, 2019, the Company issued 15,069,058 shares of Common Stock in exchange for approximately 65 % of the issued and outstanding

ordinary shares and all the preferred shares of BiomX Israel.

In addition, the Company also agreed to issue the following

number of additional shares of Common Stock, in the aggregate, to stockholders on a pro rata basis, subject to the Company’s achievement

of the conditions specified below following the recapitalization transaction (all with respect to the Company’s Common Stock traded

on the NYSE American):

2,000,000 additional shares of the Company’s Common Stock if the daily volume weighted average price of the Company’s Common Stock in any 20 trading days within a 30 -trading day period prior to January 1, 2024 is greater than or equal to $ 22.75 per share.

As of December 31, 2023, the condition was not achieved and the Company’s conditional undertaking to issue additional shares expired.

on October 28, 2019, the Company also agreed to issue 200,000 additional shares of Common Stock, on a pro rata basis, if the daily volume

weighted average price of the Company’s Common Stock in any 20 trading days within a 30-trading day period prior to January

1, 2026 is greater than or equal to $ 29.00 per share (with respect to the Company’s Common Stock traded on the NYSE American).

Private Investment in Public Equity:

On February 22, 2023, the Company entered

into a Securities Purchase Agreement to issue and sell an aggregate of 15,997,448 shares of its Common Stock and 14,610,714 pre-funded

warrants (the “Pre-Funded Warrants”, and collectively, the “Securities”) at a price of $ 0.245 per share and $ 0.244

per Pre-Funded Warrant, through a PIPE.

The gross proceeds from this offering are approximately $ 7,485 , before deducting issuance costs.

The offering closed in two parts.

The first closing, which covered 3,199,491 shares of Common Stock and 2,776,428 Pre-Funded Warrants

for gross proceeds of $ 1,469 , occurred on February 27, 2023.

Such Pre-Funded Warrants became exercisable on February 27, 2023, at an exercise

price of $ 0.001 per share of Common Stock and have no expiration date.

At the first closing, the Company raised net proceeds of $ 1,293 ,

after deducting issuance costs of $ 176 .

On April 24, 2023, the Company’s stockholders approved the issuance of up to 24,632,243

shares of Common Stock, comprised of shares and shares underlying Pre-Funded Warrants, in accordance with NYSE American rules.

4, 2023, the Company completed the second closing of the offering and issued an aggregate of 12,797,957 shares of Common Stock and 11,834,286

Pre-Funded Warrants.

Such Pre-Funded Warrants became exercisable on May 4, 2023, at an exercise price of $ 0.001 per share of Common Stock

and have no expiration date.

At the second closing, the Company raised net proceeds of $ 5,859 , after deducting issuance costs of $ 157 .

As of December 31, 2023, no Pre-Funded Warrants were exercised.

The exercise of the outstanding Pre-Funded

Warrants is subject to a beneficial ownership limitation between 9.90 %- 9.99 %, The exercise price and number of shares of Common Stock

issuable upon the exercise of the Pre-Funded Warrants are subject to adjustment in the event of any stock dividends, stock splits, reverse

stock split and reclassification, as described in the agreements.

Pursuant to the sole discretion of the holder, the Pre-Funded Warrants

may be exercisable on a “cashless” basis.

The Pre-Funded Warrants were classified as a component of stockholders’ equity.

On February 22, 2023, the Company entered into a Securities

Purchase Agreement to issue and sell an aggregate of 1,599,746 shares of its Common Stock and 1,461,072 pre-funded warrants (the “Pre-Funded

Warrants”, and collectively, the “Securities”) at a price of $ 2.45 per share and $ 2.44 per Pre-Funded Warrant in a private

placement (the “February 2023 PIPE”) for a net proceeds of approximately $ 7,152 , after deducting issuance costs of $ 333 .

As of December 31, 2024, 533,031 Pre-Funded Warrants were

exercised into 533,031 shares of Common Stock for total consideration of $ 6 at an exercise price of $ 0.01 per share of Common Stock, and

928,041 Pre-Funded Warrants were exercised into 925,607 shares of Common Stock through cashless mechanism with no consideration.

December 31, 2024, there are no outstanding Pre-Funded Warrants.

On March 15, 2024, in connection with

the Acquisition, the Company issued to APT’s former stockholders 916,497 shares of the Company’s Common Stock, 40,470 Redeemable

Convertible Preferred Shares and Merger Warrants to purchase up to an aggregate of 216,650 shares of the Company Common Stock.

1D for further information.

Concurrently with the consummation

of the Acquisition as described in Note 1D, the Company entered into the March 2024 PIPE, pursuant to which such investors purchased an

aggregate of 216,417 Redeemable Convertible Preferred Shares (“PIPE Preferred Shares”) and Private Placement Warrants to purchase

up to an aggregate of 10,820,850 shares of the Company’s Common Stock, at a combined price of $ 231.10 per share of PIPE Preferred

Share and an accompanying Private Placement Warrant to purchase 50 shares of common stock.

The PIPE Preferred Shares and the Private Placement

Warrants were issued in a private placement pursuant to an exemption from registration requirements under the Securities Act for aggregate

gross proceeds of $ 50,000 .

Each Private Placement Warrant’s exercise price equals to $ 2.31 , subject to customary adjustments for

stock dividends, stock splits, reclassifications and the like, became exercisable from the date of the receipt of BiomX stockholder approval,

which was obtained on July 9, 2024, and will expire on July 9, 2026.

Under certain circumstances, the Company may be required to pay to

each holder of the Private Placement Warrants (i) an amount in cash equal to the holder’s total purchase price for the shares of

Common Stock purchased (the “Buy-In Price”) or credit such holder’s balance account with the Depository Trust Company

(“DTC”) for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to such holder a

certificate or certificates representing such shares of Common Stock or credit such holder’s balance account with DTC, as applicable,

and pay cash to such holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares

of Common Stock, times (B) Weighted Average Price (as defined in the Private Placement Warrant) on the trading day immediately preceding

the exercise date.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Share Capital:

The Company accounted for the Private

Placement Warrants as liabilities as the Private Placement Warrants are not considered indexed to the entity’s own stock based on

the provision of ASC 815.

The Private Placement Warrants will be measured at fair value at inception and in subsequent reporting periods

with changes in fair value recognized in the consolidated statements.

The terms of the PIPE Preferred Shares

are substantially the same as those of the Redeemable Convertible Preferred Shares issued under the Acquisition and were accounted for

as temporary equity at the issuance date and were reclassified as equity.

See Note 1D for further information.

On July 15, 2024, 109,152

Redeemable Convertible Preferred Shares that were issued under the Acquisition and the March 2024 PIPE were converted into 10,915,200

shares of the Company’s Common Stock according to beneficial ownership limitations set by certain investors.

In connection therewith, the Company

issued warrants to purchase shares of the Company’s Common Stock to the placement agents for the March 2024 PIPE (the “Agents

See Note 12B for further information.

The Company allocated the total consideration

from the issuance of the 2024 March PIPE first to the fair value of the Private Placement Warrants and then to the PIPE Preferred Shares.

The Company had transaction costs of approximately $ 3,317 out of which $ 1,273 is stock-based compensation due to issuance of the Agents

The transaction costs were allocated in the same manner as the consideration.

Issuance costs which were allocated to the PIPE

Preferred Shares were $ 1,410 and deducted from Redeemable Convertible Preferred Shares, and issuance costs that were allocated to the

Private Placement Warrants were $ 1,907 and were expensed immediately.

At-the-market Sales Agreement:

In December 2020, pursuant to a registration statement

on Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market

Issuance Sales Agreement (“ATM Agreement”) with Jefferies LLC.

(“Jefferies”), which provided that, upon the terms

and subject to the conditions and limitations in the ATM Agreement, the Company could elect, from time to time, to offer and sell shares

of Common Stock having an aggregate offering price of up to $ 50,000 through Jefferies acting as sales agent.

In December 2020, pursuant to a registration statement on

Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market Issuance

Sales Agreement (“ATM Agreement”) with Jefferies LLC.

(“Jefferies”), which provided that, upon the terms and subject

to the conditions and limitations in the ATM Agreement, the Company could elect, from time to time, to offer and sell shares of Common

Stock having an aggregate offering price of up to $ 50,000 through Jefferies acting as sales agent.

During the year ended December 31,

2023, the Company sold 20 shares of Common Stock under the ATM Agreement, at an average price of $ 6.2 per share.

During the year

ended December 31, 2022, the Company sold 229,044 shares of Common Stock under the ATM Agreement, at an average price of $ 1.19 per share,

raising aggregate net proceeds of approximately $ 273 , after deducting an aggregate commission of $ 8 .

The ATM Agreement was terminated

on December 7, 2023.

In December 2023, pursuant to a registration statement on Form S-3 declared effective by the Securities and Exchange

Commission on January 2, 2024, the Company entered into an Open Market Offering Agreement with H.C.

Wainwright & Co., LLC (“Wainwright”),

pursuant to which the Company may issue and sell shares of Common Stock having an aggregate offering price of up to $ 7,500,000 from time

to time through Wainwright.

The Company recorded transaction costs of $ 210 in the consolidated statements of operations.

Maruho Agreement:

In October 2021, the Company entered into a Stock Purchase

Agreement with a subsidiary of Maruho Co.

Ltd., (“Maruho”), a leading dermatology-focused pharmaceutical company in Japan,

pursuant to which the Company issued to Maruho 375,000 shares of Common Stock at a price of $ 8.00 per share for gross proceeds of $ 3,000 .

The company also granted Maruho a right of first offer to license its atopic dermatitis product candidate, BX005, in Japan.

of first offer will commence following the availability of results from the Phase 1/2 study initially expected in 2022.

The Company applied

ASC 606 by analogy to the agreements.

The agreements were combined into a single unit of account for the purpose of applying ASC 606.

Part of the consideration paid under the agreements, equal to the grant date fair value of the shares issued to Maruho of $ 1,024 , is attributed

to the issuance of shares and accounted for as an increase in equity.

The remainder of $ 1,976 was attributed to a contract liability,

to be recognized as other income, at a point in time, once the clinical trials related to the product candidate are completed.

the Company’s announcement on May 24, 2022, as mentioned in note 18 below regarding the delaying of the Company’s atopic dermatitis

program, the contract liability was classified as a non-current liability.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

STOCKHOLDERS EQUITY (Cont.)

Share Capital:

CFF Agreement:

In December 2021, the Company entered

into a Securities Purchase Agreement with the CF Foundation, an organization that historically played a role in supporting the development

of innovative therapies for patients suffering from cystic fibrosis (CF).

Under the terms of the agreement, the Company will receive up

to $ 5,000 in two tranches.

In the first tranche, which closed and fully received on December 21, 2021, the CF Foundation invested $ 3,000

as an initial equity investment based on a share price of $ 2.57 .

Upon completion of patient dosing in Part 1 of the Company’s Phase

1b/2a study of BX004, the Company would have the right to receive the second tranche of $ 2,000 , also as an equity investment.

that the average closing price of the Common Stock for the ten trading days prior to the second tranche completion is less than $ 2.57 ,

the Company shall have the right in its sole discretion to waive the second tranche payment and in such event the CF Foundation would

not have had any right to receive additional shares.

However, the CF Foundation may waive the Milestone in its discretion and make the

Milestone Payment nonetheless.

In February 2023, the Company waived its right to receive the second tranche of $ 2,000 mentioned above,

as the CF Foundation participated in the PIPE and invested an aggregate amount of $2,000.

Preferred Stock:

The Company is authorized to issue 1,000,000 shares of preferred

stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the

Company’s Board of Directors (the “Board”).

See note 1D regarding issuance of shares of preferred stock after the

balance sheet date.

The Public Warrants became exercisable upon the closing of the Recapitalization Transaction.

No fractional shares will be issued upon exercise of the Public Warrants.

Therefore, the Public Warrants must be exercised in multiples of two warrants.

The Public Warrants will expire five years after the completion of the Recapitalization Transaction or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● at any time during the exercise period;

● upon a minimum of 30 days prior written notice of redemption;

● if, and only if, the last sale price of the Company’s Common Stock equals or exceeds $ 16.00 per share for any 20 trading days within a 30 -trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders;

● if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public

Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on

a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Common Stock issuable

upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization,

reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of Common Stock at a price below their

exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

The ATM Agreement

was terminated on December 7, 2023.

In December 2023, pursuant to a registration statement on

Form S-3 declared effective by the Securities and Exchange Commission on January 2, 2024, the Company entered into an Open Market Offering

Agreement with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell shares of Common

Stock having an aggregate offering price of up to $ 7,500 from time to time through Wainwright.

The Company recorded transaction costs

of $ 210 in the consolidated statements of operations.

During the year ended December 31, 2024, the Company sold 7,518 shares of Common

Stock under this agreement, at an average price of $ 2.71 per share, raising aggregate net proceeds of approximately $ 19 , after deducting

an aggregate commission of $ 1 .

On February 24, 2025, the Company suspended the Open Market Offering Agreement and the related continuous

offering by the Company under its registration statement on Form S-3.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

warrants to purchase Common Stock issued to stockholders:

Issuance Date

Public Warrants

IPO (December 13, 2018)

October 28, 2024

2021 Registered Direct Offering Warrants

SPA (July 28, 2021)

January 28, 2027

Pre-Funded Warrants

February 27, 2023

Pre-Funded Warrants

Warrant Issuance Date Expiration

Date Exercise

Per Share Number of

2021 Registered Direct Offering Warrants SPA ( July 28, 2021 ) January 28, 2027 50.00 281,251

Merger Warrants March 15, 2024 January 28, 2027 50.00 216,650

Private Placement Warrants* March 15, 2024 July 9, 2026 2.31 10,820,850

Agents Warrants March 15, 2024 July 9, 2026 2.31 952,381

* On February 25, 2025, the Private Placement Warrants were repriced to an exercise price of $ 0.93 per share in connection with a Securities Purchase Agreement the Company entered into.

See Note 19 for further information.

Stock-based compensation:

19 unchanged sentences

a lesser number of shares of Common Stock than provided herein.

On July 9, 2024, the Company’s

stockholders approved increasing the number of shares of Common Stock under the Company’s 2019 Plan to be equal to 15 % of the total

number of fully-diluted shares of Common Stock outstanding as of the approval date, or 7,800,000 shares.

As of December 31, 2024, there were 5,818,677 shares of

8 unchanged sentences

On March 1, 2023, the Board of Directors approved the grant

of 1,153,500 options to 89 employees, three senior officers, one

consultant, and five directors under the Company ’ s 2019 Plan, without

consideration.

Options were granted at an exercise price of $ 1.41 per share with a vesting period of four years .

Directors and senior

officers are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and

the end of their engagement with the Company.

On June 21, 2022, the Board of Directors approved the grant

of 350,500 options to 53 employees, and one consultant under the Company’s 2019 Plan, without consideration.

granted at an exercise price of $ 0.66 per share with a vesting period of four years .

On August 22, 2022, the Board of Directors approved the

grant of 290,000 options to four senior officers under the Company’s 2019 Plan, without consideration.

Options were granted at an

exercise price of $ 0.66 per share with a vesting period of four years .

Senior officers are entitled to full acceleration of their unvested

options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company.

On September 30, 2022, the Board of Directors approved the

grant of 20,000 options to a consultant under the Company’s 2019 Plan, without consideration.

Options were granted at an exercise

price of $ 0.37 per share with a vesting period of one year .

On March 1, 2023, the Board of Directors approved the grant

of 154,300 options to 49 employees, five senior officers and three directors under the 2019 Plan, without consideration.

were granted at an exercise price of $ 0.40 per share with a vesting period of four years .

Directors and senior officers are entitled to

full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement

The options were

granted at an exercise price of $ 4.00 per share with a vesting period of four years .

Directors and senior officers are entitled to full

acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement

with the Company.

15 unchanged sentences

an exercise price of $ 2.75 per share with a vesting period of four years .

The senior officer is entitled to full acceleration of her

unvested options upon the occurrence of both a change in control of the Company and the end of her engagement with the Company.

The senior officer is entitled to full acceleration of her unvested

options upon the occurrence of both a change in control of the Company and the end of her engagement with the Company.

On October 29, 2023, the Board of Directors approved a reduction

8 unchanged sentences

in the amount of $ 167 as the repriced options were fully vested on October 29, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

STOCKHOLDERS EQUITY (Cont.)

Stock-based compensation:

Stock Options:

On November 9, 2023, the Company filed with the Securities

6 unchanged sentences

an aggregate of 15,083 shares of Common Stock were tendered by eligible employees, and the Company granted new options at an exercise

price of $ 0.275 , the Company’s closing stock price on December 11, 2023, covering an aggregate of 694,871 shares of Common Stock

under the 2019 Plan in exchange for the tendered options.

The Cancellation and new stock options grant qualifies as a “cancellation

of an award accompanied by the concurrent grant of a replacement award,” as defined in ASC 718, which is accounted for as a modification.

price of $ 2.75 , the Company’s closing stock price on December 11, 2023, covering an aggregate of 69,487 shares of Common Stock under

the 2019 Plan in exchange for the tendered options.

The Cancellation and new stock options grant qualifies as a “cancellation of

an award accompanied by the concurrent grant of a replacement award,” as defined in ASC 718, which is accounted for as a modification.

Under ASC 718, incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair

4 unchanged sentences

expense for the original awards on the modification date, over the remaining vesting period of the new stock options.

On March 15, 2024, the Company issued

Agents Warrants to purchase up to an aggregate of 952,381 shares of the Company’s Common Stock to the Placement Agents in connection

with the March 2024 PIPE.

The exercise price of the Agents Warrants is $ 2.31 per share and they became exercisable at any time after the

date of the receipt of BiomX stockholder approval, which was obtained on July 9, 2024, and will expire on July 9, 2026.

The Company accounted for the Agents Warrants under the scope

of ASC 718-10, and treated them as issuance costs of the March 2024 PIPE as the Company considers these Warrants as consideration for

receipt of Private Placement Services.

The Company determined the fair value

of the Agents Warrants using the Black-Scholes model as of March 5, 2024.

The main assumptions used are as follows:

Underlying value of Common Stock ($)

Exercise price ($)

Expected volatility (%)

Expected terms (years)

Risk-free interest rate (%)

On September 16, 2024, the Company

granted 155,429 RSUs to four senior officers and one service provider.

The RSUs were fully vested and issued on the grant date and are

not subject to continued service to the Company.

The RSUs’ fair value is the Company’s stock closing price as of the grant

date, which was $ 0.99 .

As of December 31, 2024, the Company has no unvested RSUs.

On July 11, 2024, the Board of Directors

approved the grant of 1,567,795 options to 51 employees, six senior officers and seven directors under the 2019 Plan, without consideration.

Options were granted at an exercise price of $ 3.63 per share with a vesting period of four years .

Directors and senior officers are entitled

to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement

with the Company.

The fair value of each option was estimated as of the date

20 unchanged sentences

December 31, 2024

Number of Options Weighted average exercise price Aggregate intrinsic value

Outstanding at the beginning of period 528,112 $ 5.41 $ 72

Forfeited/canceled

( 1,838,140 )

Replacement options granted

Granted 1,567,795 3.63

Forfeited ( 85,588 ) 3.75

Expired ( 7,954 ) 4.38

Outstanding at the end of period 2,002,365 4.09 $ 15

3 unchanged sentences

the following outstanding compensation related warrants to purchase Common Stock as follows:

Private Warrants issued to scientific founders (see below)

November 27, 2017

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

STOCKHOLDERS EQUITY (Cont.)

Stock-based compensation:

Warrant Issuance

Date Expiration

Date Exercise

Private Warrants issued to scientific founders* November 27, 2017 -

Landlord Warrants** March 15, 2024 January 28, 2027 50.00 25,000

* In November 2017, BiomX Israel issued 298 warrants to its founders.

The warrants were fully vested

at their grant date and will expire immediately prior to a consummation of an M&A transaction.

The warrants did not expire as a result

of the Recapitalization Transaction and have no exercise price.

The Merger Agreement as described in note 1D does not apply for such

M&A transaction as defined in the grant agreement.

The following table sets forth the total stock-based payment expenses resulting from options and warrants granted, included in the statements of operations:

The warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction.

The warrants did not expire as a result of the Recapitalization Transaction and have no exercise price.

The Merger Agreement as described in note 1D does not apply for such M&A transaction as defined in the grant agreement.

** See Note 5

The following table sets forth the total stock-based payment expenses resulting from options, RSUs and warrants granted, included in the consolidated statements of operations:

Research and development expenses, net

1 unchanged sentence

The Company recognized stock-based compensation expenses

in connection with options granted to executive officers of the Company in the amount of $ 722 and $ 923 for the years ended December 31,

in connection with options and RSUs granted to executive officers of the Company in the amount of $ 811 and $ 722 for the years ended December

31, 2024 and 2023, respectively.

7 unchanged sentences

Rent and related expenses

Less change in contingent liabilities (see Note 10D)

Less income from collaboration agreements (see Note 10F)

Less grants from the IIA (see Note 10A)

Less change in contingent liabilities (see Note 8E)

Less income from collaboration agreements (see Note 10E)

Less grants from the IIA and MTEC (see Notes 8A and 9)

GENERAL AND ADMINISTRATIVE EXPENSES

5 unchanged sentences

Insurance expenses

Acquisition transaction costs

FINANCE EXPENSES (INCOME), NET

3 unchanged sentences

Loss (income) from foreign exchange contracts

March 2024 PIPE transaction costs

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The Company files income tax returns in the U.S.

federal jurisdiction and in state and local jurisdictions and is subject to examination by the various taxing authorities.

The Company’s income tax returns since 2020 remain open and subject to examination.

federal jurisdiction

and in state and local jurisdictions and is subject to examination by the various taxing authorities.

The Company’s income tax returns

since 2020 remain open and subject to examination.

The statutory U.S.

federal income tax rate is 21 %.

As of December 31, 2023, the Company had total net operating losses in the U.S.

of approximately $ 19,633 , which may be carried forward and offset against taxable income in the future.

and RondinX Ltd.

As of December 31, 2024, the Company

had total net operating losses in the U.S.

of approximately $ 65,638 , which may be carried forward and offset against taxable income in

Utilization of carryforward losses and research and development tax credit carryforwards may be subject to an annual limitation

under Sections 382 and 383 of the Internal Revenue Code due to ownership changes that may have occurred previously or that could occur

in the future.

These ownership changes may limit the amount of carryforward losses that can be utilized annually to offset future taxable

APT’s carryforward losses of $ 22,131 might be subject to Section 382 limitation.

BiomX Israel and RondinX Ltd.

file income tax returns in Israel.

Their tax assessments through 2017 are deemed to be final.

Their tax assessments through 2018 and 2022, respectively, are deemed to be final.

The statutory Israeli income tax rate is 23 %.

As of December 31, 2023 and 2022, BiomX Israel had total carryforward losses in Israel of approximately $ 108,364 and $ 90,878 respectively, which may be offset against taxable income in the future for an indefinite period.

See Note 19E for further information regarding the carryforward losses in respect to the tax assessment.

As of December 31, 2024 and 2023, BiomX Israel had total carryforward

losses in Israel of approximately $ 124,651 and $ 108,364 respectively, which may be offset against taxable income in the future for an

indefinite period.

Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets.

1 unchanged sentence

Management reevaluates the positive and negative evidence at each reporting period.

The Company’s policy is to record estimated interest and penalties related to uncertain tax positions in income tax expense.

The Company has no amounts recorded for any unrecognized tax positions, accrued interest or penalties as of December 31, 2023 and 2022.

The Company’s policy is to record estimated interest and penalties

related to uncertain tax positions in income tax expense.

The Company has no amounts recorded for any unrecognized tax positions, accrued

interest nor penalties as of December 31, 2024 and 2023.

On March 21, 2024, RondinX signed an agreement with the Israeli tax

authority in respect to an assessment for the years 2018-2022.

The agreement concluded that RondinX’s IP and employees were transferred

to BiomX Israel on the acquisition date.

As a result, RondinX had a capital gain equal to its carryforward losses of $ 2,785 (NIS 10,036

thousand) and no further payment will be required in respect of the years 2018-2022.

A reconciliation of the U.S.

8 unchanged sentences

Loss before taxes on income, consists of the following:

As of December 31,

United States

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

INCOME TAXES (Cont.)

Net deferred tax assets as of December

5 unchanged sentences

Lease liability

Research and development tax credits (*)

Total deferred tax assets

1 unchanged sentence

Right of use assets

IPR&D - Intangible Asset

Private Placement Warrants

Total deferred tax liabilities

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Net deferred tax assets

(*) Research and development tax credits will begin to expire in

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

For the year ended

Net loss per share

Weighted average number of Common Stock

Basic loss per share is computed on the basis of the net

loss for the period divided by the weighted average number of shares of Common Stock outstanding during the period, fully vested warrants

with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock

at an exercise price of $ 0.001 per share, as the Company considers these shares to be exercised for little to no additional consideration.

As of December 31, 2023, the basic loss per share calculation included

a weighted average number of 2,974 of fully vested warrants and 10,176,995 of fully vested Pre-Funded Warrants.

As the inclusion of shares

of Common Stock equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss per share is the same

as basic net loss per share.

The calculation of diluted loss per share as of December

31, 2023 does not include 5,280,711 , 6,312,501 and 2,000,000 of shares underlying options, shares underlying warrants and contingent shares,

respectively, because the effect would be anti-dilutive.

Basic and diluted loss per share of common stock

Number of shares of common stock outstanding

Number of shares upon Pre-Funded Warrants exercise

Number of shares upon fully vested Warrants exercise

Total weighted-average number of shares of common stock, shares upon Pre-Funded Warrants and fully vested Warrants exercise used in computing basic loss per share

Basic loss per share of common stock

Diluted net loss per share of common stock

Change in fair value of Private Placement Warrants

Diluted net loss

Weighted-average number of shares of common stock outstanding

Private Placement Warrants

Total weighted-average number of shares of common stock outstanding, after giving effect to dilutive securities

Diluted net loss per share of common stock

Basic loss per share is computed on the basis of the net loss for the

period divided by the weighted average number of shares of Common Stock outstanding during the period, fully vested warrants with no exercise

price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price

of $ 0.01 per share, as the Company considers these shares to be exercised for little to no additional consideration.

Diluted loss per share is based upon the weighted average

number of shares of Common Stock and of potential shares of Common Stock outstanding when dilutive.

Potential shares of Common Stock equivalents

include outstanding stock options and warrants, which are included under the treasury stock method when dilutive.

The calculation of diluted loss per share as of December

31, 2022 does not include 4,769,441 , 9,215,475 and 4,000,000 of shares underlying options, shares underlying warrants and contingent shares,

respectively, because the effect would be anti-dilutive.

CORPORATE RESTRUCTURING

On May 24, 2022, the Company announced a Corporate Restructuring,

intended to extend the Company’s capital resources, while prioritizing the Company’s ongoing cystic fibrosis program and delaying

the Company’s atopic dermatitis program.

The Corporate Restructuring included a reduction of 36 full-time employees, two consultants

and 9 part-time employees, or 42% of the Company’s employees as of such date .

The Company incurred a one-time employee benefits

and severance cost of approximately $ 214 in operating expenses as of December 31, 2022.

Non-cash stock-based compensation credits related

to the forfeiture of stock options of approximately $ 376 are included in operating expenses as of December 31, 2022.

31, 2024 and 2023, does not include the shares underlying the following financial instruments because their effect would be anti-dilutive:

For the year ended

Contingent shares

Redeemable Convertible Preferred Shares

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

SEGMENT INFORMATION

The Company operates as a single operating segment,

as a clinical stage product discovery company developing products using both natural and engineered phage technologies.

The Company's

chief operating decision-maker "(CODM)" is its chief executive officer, who reviews financial information presented on a consolidated

The CODM uses consolidated Net loss and Operating loss to monitor budget versus actual results in assessing segment performance

and the allocation of resources.

Significant segment expenses are presented in the Company’s consolidated statements of operations.

Additional disaggregated significant segment expenses on a functional

basis, that are not separately presented on the Company’s consolidated statements of operations, regularly reviewed by our CODM,

include salaries and clinical trials expenses and presented below.

Operating expenses:

Salaries and related expenses, other than share-based compensation

Clinical trials

Stock based compensation

Depreciation expenses

Goodwill, IPR&D and long-lived assets impairment

Other segment items (*)

Total Operating expenses

(*) Other segment items include all remaining costs necessary to

operate our business, which primarily include external professional services, rent,

insurance and other administrative expenses, net of grants received.

The Company's Property and equipment, as well as the Company's

operating lease right-of-use assets recognized on the consolidated balance sheets were located as follows:

As of December 31,

United States

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

SUBSEQUENT EVENTS

On January 18, 2024, the Company received the last instalment of $ 211 with respect to the BI research collaboration agreement as described in note 10F.

On March 6, 2024, the Company entered into a Merger Agreement

with APT and certain other parties, as a result of which APT became a wholly-owned subsidiary of the Company.

See note 1D for further

Under the disclosure requirements of Accounting Standards Codification Topic 805, “Business Combinations”, the

Company is required to provide information regarding the effect of the business combination.

Due to the following limitations, the initial

accounting for the business combination was incomplete at the time of the issuance of the financial statements, therefore, the Company

did not include the above mentioned information as permitted by ASC 805-10-50-4 and ASC 805-30-50-3.

The Acquisition closed on March 15, 2024, while the filing date of

the Company’s annual financial statements in its annual report on Form 10-K is April 3, 2024.

Full and final financial data of APT was not available to the Company by the filing date of the Company’s annual financial statements

in form 10-K.

The Company hasn’t completed the work of the purchase price allocation needed under ASC 805.

On March 6, 2024, concurrently with the consummation of the Acquisition,

the Company entered into a securities purchase agreement with certain investors for aggregate gross proceeds of $ 50 million.

1D for further information.

On March 19, 2024, the Company prepaid all of the term loan under the

Term Loan Facility in a total of $ 10,428 .

The prepayment included the End of Term Charge of $ 983 and accrued interest of $ 69 .

received a waiver regarding the prepayment charge that should have been 1 % out of the prepaid principal amount that equals to $ 94 .

On March 21, 2024, RondinX signed an agreement with the Israeli tax

authority in respect to an assessment for the years 2018-2022.

The agreement concluded that RondinX’s IP and employees were transferred

to BiomX Israel on the acquisition date.

As a result, RondinX had a capital gain equal to its carryforward losses of $ 2,785 (NIS 10,036

thousands) and no further payment will be required.

On February 25, 2025, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”) an aggregate of 2,828,283 shares of the Company’s Common Stock, pre-funded warrants (the “Registered Pre-Funded Warrants”) to purchase up to an aggregate of 805,231 shares of Common Stock (the “Pre-Funded Warrant Shares”), and in a concurrent private placement (the “Private Placement”) (a) unregistered pre-funded warrants (the “Private Pre-Funded Warrants”) to purchase up to an aggregate of 2,305,869 shares of Common Stock (the “Private Pre-Funded Warrant Shares”) and (b) unregistered warrants (the “Common Warrants”, and together with the Private Pre-Funded Warrants, the “Private Warrants”) to purchase up to an aggregate of 5,939,383 shares of Common Stock (the “Common Warrant Shares” and together with the Private Pre-Funded Warrant Shares, the “Private Warrant Shares”).

Each Share (or Registered Pre-Funded Warrant in lieu thereof) is sold with an accompanying Common Warrant.

Each Private Pre-Funded Warrant is sold with an accompanying Common Warrant.

The combined effective purchase price of each Share (or Registered Pre-Funded Warrant in lieu thereof) and accompanying Common Warrant, and of each Private Pre-Funded Warrant and accompanying Common Warrant, is $ 0.93 .

The gross proceeds to the Company from the Registered Direct Offering and Private Placement were $ 5,500 , before deducting placement agent fees and other offering expenses payable by the Company.

In addition, on February 25, 2025, the Company entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 6,955,528 shares of Common Stock, originally issued to the Holders on March 15, 2024, having an original exercise price of $ 2.311 per share (the “Existing Warrants”).

Pursuant to the Inducement Letter Agreements, the Holders agreed to exercise for cash the Existing Warrants at reduced exercise price of $ 0.93 per share (the “Warrant Exercise”) in consideration of the Company’s agreement to issue new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 6,955,528 shares of Common Stock.

The New Warrants have an exercise price of $ 0.93 per share, are exercisable on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the Private Warrants (the “Stockholder Approval Date”) and will expire on the five-year anniversary of the Stockholder Approval Date.

The gross proceeds to the Company from the Warrant Exercise were approximately $ 6,500 prior to deducting placement agent fees and offering expenses.

On February 27, 2025, the Company received the entire consideration of $ 12,000 in relation to the Securities Purchase Agreement and the Inducement Letter Agreements.

On March 24, 2025, the Board of Directors approved cash payments equal

to three-months’ salaries for three senior officers on the account of existing personal non-statutory severance agreements.

cash payment in a total of approximately $ 219 is expected to be paid during April 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures