What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-04 compared with 2023-03-29 · 1850 added, 929 removed, 614 unchanged (82% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief

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

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

29 unchanged sentences

was effective.

This Annual Report does not include an attestation

report of our independent registered public accounting firm regarding internal control over financial reporting due to an exemption for

emerging growth companies provided in the JOBS Act.

Changes in Internal Control over Financial Reporting

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

2 unchanged sentences

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”

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.

We intend to file a definitive proxy statement

for our 2023 Annual General Meeting of Stockholders, or the 2023 Proxy Statement, with the SEC, pursuant to Regulation 14A, not later

than 120 days after December 31, 2022.

Accordingly, certain information required by Part III has been omitted under General Instruction

G(3) to Form 10-K.

Only those sections of the 2023 Proxy Statement that specifically address the items set forth herein are incorporated

by reference.

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.

Executive Officers

Jonathan Solomon

Chief Executive Officer and Director

Chief Business Officer

Marina Wolfson

Chief Financial Officer

Avraham Gabay

Interim Chief Financial Officer

Chief Development Officer

Non-Employee Directors

Russell Greig(1)(2)(3)

Director and Chairman of the Board of Directors

Jonathan Leff(2)

Alan Moses(2)

Gregory Merril (3)

Edward Williams(1)

Jesse Goodman(3)

(1) Member of the audit committee

(2) Member of the compensation

(3) Member of the nominating and

corporate governance committee

Executive Officers

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

Solomon served

as Board member of BiomX Ltd., or BiomX Israel, from February 2016 and also as Chief Executive Officer from February 2017 to October 2019.

From July 2007 to December 2015, Mr.

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.

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.

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.

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

Bassan holds a B.Sc.

in Biology, a M.Sc.

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).

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 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.

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.

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.

Leff received his A.B.

from Harvard University, MBA from the Stanford University Graduate School

of Business and M.S.

in Biotechnology from Johns Hopkins University.

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.

Alan Moses has served as

a director of the Company since October 2020.

Moses has been a Board member of Chemomab Therapeutics, Ltd.

CMMB) since March

Moses served as the Global Chief Medical Officer of Novo Nordisk A/S from 2013 until his retirement in 2018.

Prior to that he

served in various roles at Novo Nordisk A/S since 2004, beginning as Associate Vice President of Medical Affairs in the United States.

Throughout his career, Dr.

Moses has specialized in developing novel therapeutics and diagnostics for diabetes mellitus.

He co-founded

and directed the Clinical Investigator Training Program at Beth Israel Deaconess-Harvard Medical School-MIT.

From 1998 to 2004, Dr.

served as Senior Vice President and Chief Medical Officer of the Joslin Diabetes Center with specific responsibility for the Joslin Clinic.

now serves as a member of the Board of Joslin Diabetes Center since December 2021.

He also serves as Chairman of the Board of the

nonprofit diaTribe Foundation and is a member of the Board of the Greater New England Chapter of the Juvenile Diabetes Research Foundation.

Moses earned his MD from the Washington University School of Medicine in St.

Louis, worked for three years at the National Institutes

of Health, completed his clinical endocrine/diabetes training at Tufts New England Medical Center, and studied Health Care Strategy at

Harvard Business School.

We believe that Dr.

Moses’s qualifications

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”

Williams has served as a director of the Company since October 2023.

Williams has served as a member of the board of directors

of BioAtla, Inc.

BCAB), a publicly traded biotechnology company focusing on oncology, since December 2021.

From January 2018

to December 2022, he served as a member of the board of directors of Catalyst Biosciences Inc.

CBIO, now GYRE), a publicly traded

biopharmaceutical company.

He also currently serves as director on the non-profit healthcare boards of Boone Memorial Health, and Innovative

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

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.

Williams holds a B.S.

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

We believe that Mr.

qualifications to sit on our Board include his extensive board and leadership experience, coupled with his successful experiences pre-launch

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

5 unchanged sentences

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

Other Information

The remaining information

required by this item will be included in our 2023 Proxy Statement, and such required information is incorporated herein by reference

into this Annual Report.

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.

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:

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.

Alan Moses, Mr.

Jonathan Leff and Dr.

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.

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.

EXECUTIVE COMPENSATION

The information required by this item will be included

in our 2023 Proxy Statement and is hereby incorporated by reference into this Annual Report.

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.

Name and Principal Position

Option Awards (2)

Jonathan Solomon

Chief Executive Officer

Marina Wolfson

Chief Financial Officer

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

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.

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

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

These payments are intended to

be in lieu of statutory severance pay that Mr.

Solomon would otherwise be entitled to receive from BiomX Israel in accordance with Severance

Pay Law 5723-1963, or the Severance Pay Law.

BiomX Israel also contributes 7.50% of Mr.

Solomon’s monthly salary to a recognized

educational fund.

BiomX Israel also reimburses Mr.

Solomon for automobile maintenance and transportation expenses of NIS 2,000, or $556

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 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

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.

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 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

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.

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.

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

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.

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

Salary in case Dr.

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

Bassan’s Salary in case Dr.

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

Bassan 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 Dr.

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

the 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 Dr.

Bassan would otherwise be entitled to receive from BiomX Israel in accordance with the Severance Law.

BiomX Israel also contributes 7.50% of Dr.

Bassan’s monthly Salary to a recognized educational fund.

The Company reimburses Dr.

Bassan for automobile maintenance and transportation expenses of NIS 2,500, or approximately $694, per month.

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

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,

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:

Fees earned or

Awards (2)(3)

Russell Greig

Michael Dambach (1)

Jason Marks (1)

Lynne Sullivan (1)

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 12.B.

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:

Total of options

exercisable and

Russell Greig

Michael Dambach

Lynne Sullivan

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

1 unchanged sentence

Securities Authorized for Issuance Under Equity Compensation Plans

We have two equity incentive plans, the 2015 Employee

Stock Option Plan, or the 2015 Plan, and the Chardan Healthcare Acquisition Corp.

2019 Equity Incentive Plan, or the 2019 Plan.

2019, in connection with the Business Combination, we assumed the 2015 Plan with respect to each outstanding equity award thereunder.

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, 2022, options to purchase 2,110,800 shares of our Common Stock remained outstanding under

the 2015 Plan.

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, 2022, there were 380,189 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,

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

11 unchanged sentences

Equity compensation plans not approved by security holders

The other information required by this item will

be included under the “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in

our 2023 Proxy Statement and is hereby incorporated by reference into this Annual Report.

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;

(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.

Name and Address of Beneficial Owner (1)

OrbiMed Israel GP Ltd.

89 Medinat Hayehudim St.

Building E Herzliya 4614001 Israel

Cystic Fibrosis Foundation (3)

4550 Montgomery Ave.

Suite 1100N Bethesda, MD 20814

Nimble Ventures, LLC (4)

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

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

Directors and Named Executive Officers

Jonathan Solomon (9)

Marina Wolfson (10)

Merav Bassan (11)

Russell Greig (12)

Jesse Goodman

Jonathan Leff

Gregory Merril

Alan Moses (13)

All directors and executive officers as a group (11 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

The information required by this item will

be included in our 2023 Proxy Statement and is hereby incorporated by reference into this Annual Report.

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.

Russell Greig, Dr.

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.

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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will

be included in our 2023 Proxy Statement and is hereby incorporated by reference into this Annual Report.

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,

Audit fees (1)

Audit-related fees (2)

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.

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.

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following are filed with this report:

The following are filed with this Annual Report:

The financial statements listed on the Financial Statements’ Table of Contents

3 unchanged sentences

EXHIBIT INDEX

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.

1 unchanged sentence

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)

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed by the Company on March 31, 2021)

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)

6 unchanged sentences

(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)

Form of Private Placement Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

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)

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 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 12, 2020)

Form of Indemnification Agreement

Research and License Agreement, dated June 22, 2015, between BiomX Ltd.

and Yeda Research and Development Company Limited, as amended (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)

Exclusive Patent License Agreement, dated December 15, 2017, among BiomX Ltd., Keio University and JSR Corporation, as amended (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)

Exclusive Patent License Agreement, dated April 22, 2019, among BiomX Ltd., Keio University and JSR Corporation (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)

Chardan Healthcare Acquisition Corp.

2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)

2015 Employee Stock Option Plan for Key Employees of BiomX Ltd., as amended (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed by the Company on January 2, 2020)

2015 Employee Stock Option Plan, as amended (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed by the Company on January 2, 2020)

Registration Rights Agreement, dated December 13, 2018, among the Company and the initial stockholders and Chardan Capital Markets, LLC.

7 unchanged sentences

(translated from Hebrew) (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed by the Company on March 31, 2021)

A lease agreement dated September 7, 2020 by and among AFI Assets Ltd., AF – SHAR Ltd., WIS, Nova Measuring Systems Ltd.

Lease agreement dated September 7, 2020 by and among AFI Assets Ltd., AF – SHAR Ltd., WIS, Nova Measuring Systems Ltd.

and BiomX Ltd.

1 unchanged sentence

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).

Loan and Security Agreement dated August 16, 2021 by and among BiomX, Inc., BiomX Ltd., RondinX Ltd.

and Hercules Capital, Inc.

(Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed by the Company on August 16, 2021)

Employment Agreement, dated February 1, 2016, between BiomX Ltd.

7 unchanged sentences

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)

Subsidiaries of Company (Incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)

Exclusive License between Adaptive Phage Therapeutics, Inc.

and United States of America, as represented by the Secretary of the Navy, dated March 16, 2017

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

Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc.

and Walter Reed Army Institute of Research, dated August 24, 2021

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

Securities Purchase Agreement, dated as of March 6, 2024, by and among BiomX Inc.

and each purchaser identified on Annex A thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

Form of Registration Rights Agreement, dated as of March 6, 2024, by and among the Company and certain purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

Lease Agreement, dated as of August 9, 2019, by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

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.

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.

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.

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.

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.

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

Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited

3 unchanged sentences

Section 1350.

Clawback Policy

Resolutions of Board of Directors Ratifying Stock Issuance

Inline XBRL Instance Document

8 unchanged sentences

Indicates a management contract or a compensatory plan or agreement.

Filed herewith.

Furnished herewith.

1 unchanged sentence

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly

March 29, 2023

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

6 unchanged sentences

Chief Executive Officer

March 29, 2023

April 3, 2024

Jonathan Solomon

(Principal Executive Officer) and Director

/s/ Marina Wolfson

Chief Financial Officer

March 29, 2023

Marina Wolfson

/s/ Avraham Gabay

Interim Chief Financial Officer

April 3, 2024

Avraham Gabay

(Principal Financial Officer and Principal

2 unchanged sentences

Chairman of the Board of Directors

March 29, 2023

April 3, 2024

Russell Greig

/s/ Jesse Goodman

April 3, 2024

Jesse Goodman

/s/ Jonathan Leff

April 3, 2024

Jonathan Leff

/s/ Gregory Merril

April 3, 2024

Gregory Merril

/s/ Alan Moses

March 29, 2023

/s/ Lynne Sullivan

March 29, 2023

Lynne Sullivan

April 3, 2024

/s/ Eddie Williams

April 3, 2024

Eddie Williams

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM (PCAOB name:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name:

Kesselman & Kesselman C.P.A.s , PCAOB ID:

5 unchanged sentences

Notes to the Consolidated Financial Statements F-9 - F-34

of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting

To the Board of Directors and stockholders of BiomX Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BiomX Inc

and its subsidiaries (the “Company”) as of December 31, 2022 and 2021 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, 2022, 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, 2022 and 2021 and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2022 in conformity with accounting principles

generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of BiomX Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022 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.

Substantial Doubt about the Company’s Ability to Continue

as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1C to the consolidated financial statements,

the Company has incurred significant losses and negative cash flows from operations, incurred an accumulated deficit, and has stated

that these events or conditions raise substantial doubt on the Company’s ability to continue as a going concern.

Management's plans

in regard to these matters are also described in Note 1C.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company's internal control over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated

financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

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

challenging, subjective, or complex judgments.

We determined there are no critical audit matters.

/s/ Kesselman & Kesselman

2 unchanged sentences

Tel-Aviv, Israel

March 29, 2023

April 3, 2024

We have served as the Company's auditor since 2021.

11 unchanged sentences

Property and equipment, net

Intangible assets, net

Total non-current assets

8 unchanged sentences

Current portion of lease liabilities

Contract liability

Other account payables

7 unchanged sentences

Total non-current liabilities

Commitments and Contingencies

Commitments and Contingencies (Note 10)

Stockholders’ equity

3 unchanged sentences

Common stock, $ 0.0001 par value (“Common Stock”);

Authorized - 120,000,000 shares as of December 31, 2022 and 60,000,000 shares as of December 31, 2021.

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.

13 unchanged sentences

Interest expenses

Financial income, net

Finance income, net

Loss before tax

6 unchanged sentences

Balance as of December 31, 2021

Exercise of stock options

Exercise of warrants (**)

Issuance of Common Stock under Open Market Sales Agreement net of $ 8 issuance costs (**)

Issuance of Common Stock under Securities Purchase Agreement (“SPA”), net of $ 1,235 issuance costs (***)

Issuance of Common Stock under Stock Purchase Agreement with Maruho, net of $ 52 issuance costs (***)

Issuance of Common Stock under Securities Purchase Agreement with CF Foundation (***)

Stock-based compensation expenses

Proceeds on account of shares (***)

Balance as of December 31, 2022

Issuance of Common Stock under Open Market Sales Agreement net of $ 8 issuance costs (***)

Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of $ 333 issuance costs (**)

Reissuance of treasury stock (***)

Stock-based compensation expenses

Proceeds on account of shares

Issuance of Common Stock under Open Market Sales Agreement (**)

Balance as of December 31, 2023

(*) Less than $1.

(**) See Note 13B(1).

(**) See note 12A.

(***) See note 9A.

The accompanying notes are an integral part

8 unchanged sentences

Amortization of debt issuance costs

Finance expenses (income), net

Finance income, net

Changes in other liabilities

3 unchanged sentences

Trade account payables

Contract liability

Other account payables

9 unchanged sentences

Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs

Issuance of Common Stock under registered direct offering, net of issuance costs

Proceeds from long-term debt, 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

Exercise of stock options

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents and restricted cash

Decrease in cash and cash equivalents and restricted cash

Effect of exchange rate changes on cash and cash equivalents and restricted cash

13 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

Property and equipment purchases included in accounts payable and other payables

Right-of-use assets obtained in exchange for new operation lease liabilities

Property and equipment purchases included in accounts payable

The accompanying notes are an integral part

3 unchanged sentences

General information:

BiomX Inc., (individually, and together

with its subsidiaries, BiomX Ltd.

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.

On October 29, 2019, the Company merged with BiomX Israel, who

survived the merger as a wholly owned subsidiary of BiomX Inc.

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.

On October 29, 2019, the Company merged with BiomX Israel,

who survived the merger as a wholly owned subsidiary of BiomX Inc.

The Company acquired all outstanding shares of BiomX Israel.

5 unchanged sentences

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.

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 targets.

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.

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

The Company’s headquarters are located in Ness Ziona, Israel.

See note 19 for further

information regarding the Company’s R&D plan.

The COVID-19 pandemic, declared a global pandemic by the World

Health Organization on March 12, 2020, led to significant restrictions on travel and business operations worldwide, resulting in disruptions

to our business throughout 2021 and 2022.

The Company has implemented measures to protect the health and safety of its employees and clinical

trial participants, and these measures may change based on government recommendations or its own assessment of the situation.

While COVID-19

has not materially impacted the Company’s results of operations as of December 31, 2022, the potential impact on the Company’s

future research and development activities, clinical trials and results of operations is uncertain, including the Company's ability to

fulfill its clinical trial enrollment needs.

The Company cannot predict the duration or long-term effects of the pandemic on its business

and operations.

The Company will continue to monitor COVID-19 closely and follow health and safety guidelines as they evolve.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

GENERAL (Cont.)

To date, the Company has not generated revenue from its operations.

Based on the Company’s current cash and commitments, management believes that the Company’s current cash and cash equivalents

are sufficient to fund its operations for more than 12 months from the date of issuance of these consolidated financial statements and

sufficient to fund its operations necessary to continue development activities.

See note 20B regarding Securities Purchase Agreement

entered into in February 2023.

Consistent with its continuing research

and development activities, the Company expects to continue to incur additional losses 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”)

Going concern

The Company has incurred significant losses and negative

cash flows from operations and incurred an accumulated deficit of $ 162,970 as of December 31, 2023.

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.

5 unchanged sentences

terms, it may be forced to delay or reduce its research and development programs.

If there are further increases in operating costs for

facilities expansion, research and development and clinical activity, the Company will need to use mitigating actions such as to seek

additional financing or postpone expenses that are not based on firm commitments.

On May 24, 2022, the Company announced a corporate restructuring

(the “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.

See note 19 for further information.

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 factors raise substantial doubt about the Company’s

ability to continue as a going concern.

The consolidated financial statements have been prepared on a going concern basis and do not include

any adjustments that may result from the outcome of such circumstances.

Merger Agreement

On March 6, 2024, the Company, entered into the Merger Agreement

with BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), BTX

Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”),

Pursuant to the Merger Agreement, First Merger Sub merged with and into APT, with APT being the surviving corporation and becoming

a wholly owned subsidiary of the Company (the “First Merger”).

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

GENERAL (Cont.)

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:

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.

the majority of the post-closing board was designated by the Company.

The Chief Executive Officer and the majority of management roles are held by individuals who were affiliated with the Company prior to the Acquisition.

SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies

applied in the preparation of the financial statements on a consistent basis, are as follows, except for the adoption of new accounting

The significant accounting policies applied in the preparation

of the financial statements on a consistent basis, are as follows, except for the adoption of new accounting standards:

Basis of presentation and principles of consolidation

The accompanying consolidated financial

statements have 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.

The accompanying consolidated financial statements have

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.

Use of estimates in the preparation of financial statements

The preparation of financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years.

Actual results could differ from those estimates.

The full extent to which the COVID-19

pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on

future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken

to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets.

The preparation of financial statements in conformity with

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years.

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.

Functional currency and foreign currency translation

Transactions and balances originally

denominated in U.S.

dollars (“USD”) are presented at their original amounts.

Balances in non-USD currencies are translated into

USD using historical and current exchange rates for non-monetary and monetary balances, respectively.

For non-USD transactions and other

items in the statements of income (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 financial expenses (income),

net as appropriate.

The functional currency of the Company is USD.

The functional currency of the Company is the U.S.

(“USD”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects

to continue to operate in the foreseeable future.

Transactions and balances originally denominated USD are presented at their original

Balances in non-USD currencies are translated into USDs using historical and current exchange rates for non-monetary and monetary

balances, respectively.

For non-USD transactions and other items in the statements of income (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.

Cash and cash equivalents and restricted cash

13 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.

These amounts at times may exceed federally

insured limits.

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 USD instruments with 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.

Refer to Note 2K.

Financial instruments which potentially subject us to credit risk consist

primarily of cash, cash equivalents, and short-term deposits.

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.

Property and equipment

Property and equipment are presented

at cost less accumulated depreciation.

Depreciation is calculated based on the straight-line method over the estimated useful lives of

the related assets or terms of the related leases, as follows:

Property and equipment are presented at cost less accumulated

depreciation.

Depreciation is calculated based on the straight-line method over the estimated useful lives of the related assets or terms

of the related leases, as follows:

Estimated Useful Lives

4 unchanged sentences

Shorter of lease term or useful life

Intangible assets

Intangible research and development

assets acquired in a business combination are recognized at fair value as of the acquisition date and capitalized as an indefinite life

intangible asset until the related research and development efforts are either completed or abandoned.

In the reporting periods where

they are treated as indefinite life intangible assets, they are not amortized but rather are monitored for triggering events and tested

for impairment.

Upon completion of the related research and development efforts, management determines the useful life of the intangible

assets and amortizes them accordingly.

Long-lived assets

In accordance with ASC 360-10, “Impairment

and Disposal of Long-Lived Assets”, management reviews long-lived assets for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows.

If so indicated,

an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value.

For the years ended

December 31, 2022 and 2021, no impairment expenses were recorded.

The Company accounts for income taxes using the asset and liability

Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets

and liabilities and the tax rates in effect when these differences are expected to reverse.

Deferred tax assets are reduced by a valuation

allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not

In accordance with ASC 360-10, “Impairment and Disposal

of Long-Lived Assets”, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows.

If so indicated, an impairment

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.

The Company accounts for income taxes using the asset and

liability approach.

Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax

basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

Deferred tax assets are reduced

by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets

will not be realized.

As of December 31, 2023 and 2022, the Company had a full valuation allowance against deferred tax assets.

The Company is subject to the provisions

of ASC 740-10-25, “Income Taxes” (“ASC 740”).

ASC 740 prescribes a more likely-than-not threshold for the financial

statement recognition of uncertain tax positions.

ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition

threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be

taken in a tax return.

On a yearly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with

ASC 740 guidance on uncertain tax positions.

The Company has not recorded any liability for uncertain tax positions for the years ended

December 31, 2022 and 2021.

The Company is subject to the provisions of ASC 740-10-25,

“Income Taxes” (“ASC 740”).

ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition

of uncertain tax positions.

ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement

attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

a yearly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain

tax positions.

The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2023 and 2022.

The Company presents unrecognized tax benefits as a reduction to deferred tax asset where a net operating loss, a similar tax loss, or

a tax credit carryforward that are available, under the tax law of the applicable jurisdiction, to offset any additional income taxes

that would result from the settlement of a tax position.

Derivative activity

The Company uses foreign exchange contracts

(option and forward contracts) to hedge cash flows from currency exposure.

These foreign exchange contracts are not designated as hedging

instruments for accounting purposes.

In connection with these foreign exchange contracts, the Company recognizes gains or losses that

offset the revaluation of the cash flows also recorded under financial expenses (income), net in the consolidated statements of operations.

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 .

As of December 31, 2021, the Company had outstanding short-term foreign exchange

contracts for the exchange of USD to NIS in the amount of approximately $ 4,180 with a fair value asset of $ 62 .

The Company uses foreign exchange contracts (option and

forward contracts) to hedge cash flows from currency exposure.

These foreign exchange contracts are not designated as hedging instruments

for accounting purposes.

In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation

of the cash flows also recorded under financial expenses (income), net in the consolidated statements of operations.

As of December 31,

2023, the Company had outstanding short-term foreign exchange contracts for the exchange of USD to NIS in the amount of approximately

$ 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

2 unchanged sentences

Fair value of financial instruments

The Company accounts for financial

instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”).

ASC 820 establishes

a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest

priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority

to unobservable inputs (Level 3 measurements).

The Company accounts for financial instruments in accordance

with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”).

ASC 820 establishes a fair value hierarchy

that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs

(Level 3 measurements).

The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices

in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in non-active

markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly

observable but are corroborated by observable market data.

Level 3 – Prices or valuations

that require inputs that are both significant to the fair value measurement and unobservable.

There were no changes in the fair value

hierarchy levelling during the years ended December 31, 2022 and 2021.

The following table summarizes the

fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair

value hierarchy:

Level 1 – Unadjusted quoted prices in active markets

that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in non-active markets or in

active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable

but are corroborated by observable market data.

Level 3 – Prices or valuations that require inputs

that are both significant to the fair value measurement and unobservable.

There were no changes in the fair value hierarchy levelling

during the years ended December 31, 2023 and 2022.

The following table summarizes the fair value of our financial

assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy:

December 31, 2023

1 unchanged sentence

Money market funds

Foreign exchange contracts receivable

Contingent consideration

Foreign exchange contracts payable

December 31, 2022

1 unchanged sentence

Money market funds

Foreign exchange contracts receivable

Contingent consideration

Foreign exchange contracts payable

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Fair value of financial instruments (Cont.)

Refer to Note 13A regarding the fair

value of the financial instrument that resulted from an agreement with the Cystic Fibrosis Foundation (“CF Foundation”).

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.

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 2.42 % to 3.99 %.

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.

Changes in contingent consideration for the years ended December 31, 2022 and 2021 resulted mainly from revaluation‏.

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.

Defined contribution plans

Under Israeli employment laws, employees

of BiomX Israel are included under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their

Pursuant to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance

Payments in accordance with Section

14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees.

The aforementioned deposits are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the

Company does not have a future obligation to make any additional payments.

The Company’s contributions to the defined contribution

plans are charged to the consolidated statements of operations as and when the services are received from the Company’s employees.

Total expenses with respect to these contributions were $ 562 and $ 689 for the years ended December 31, 2022 and 2021, respectively.

Company expects to contribute approximately $ 430 in the year ending December 31, 2023 to insurance companies in connection with its

expected severance liabilities for the year.

employees the Company has

a defined contribution savings plan under Section 401(k) of the Internal Revenue Code.

This plan covers substantially all employees of

BiomX Inc in the U.S.

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 deferral.

During the years ended December 31, 2022 and 2021 the Company did not record any expenses for 401(k)

match contributions.

Under Israeli employment laws, employees of BiomX Israel

are included under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries.

to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies.

Payments in accordance with Section 14 release the Company

from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees.

The aforementioned

deposits are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not

have a future obligation to make any additional payments.

The Company’s contributions to the defined contribution plans are charged

to the consolidated statements of operations as and when the services are received from the Company’s employees.

Total expenses

with respect to these contributions were $ 426 and $ 562 for the years ended December 31, 2023 and 2022, respectively.

The Company expects

to contribute approximately $ 400 in the year ending December 31, 2024 to insurance companies in connection with its expected severance

liabilities for the year.

employees the Company has a defined contribution

savings plan under Section 401(k) of the Internal Revenue Code.

This plan covers substantially all employees of BiomX Inc in the U.S.

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

During the years ended December 31, 2023 and 2022 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 equity.

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, Accounting Standards Codification (“ASC 815-40”).

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.)

Collaborative arrangements

The Company entered into collaborative

arrangements with partners that fall under the scope of Topic 808, “Collaborative Arrangements” (“ASC 808”).

While these arrangements are in the scope of ASC 808, the Company may analogize to ASC 606 for some aspects of the arrangements.

analogizes to ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) for certain activities within the collaborative

arrangement for the delivery of a good or service (i.e., a unit of account) that is part of its ongoing major or central operations.

The terms of the Company’s collaborative

arrangements typically include reimbursements or cost-sharing of R&D expenses.

Each of these payments results in an offset against

R&D expenses.

Under certain collaborative arrangements,

the Company has been reimbursed for a portion of its R&D expenses or participates in the cost-sharing of such R&D expenses.

reimbursements and cost-sharing arrangements have been reflected as a reduction of R&D expense in the Company’s consolidated

statements of operations, as the Company does not consider performing research and development services for reimbursement to be a part

of its ongoing major or central operations.

Research and development costs

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.

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.

Basic and diluted loss per share

Basic loss per share is computed by

dividing net loss by the weighted average number of shares of Common Stock outstanding during the year excluding ordinary shares 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.

Basic loss per share is computed by dividing net loss by

the weighted average number of shares of Common Stock outstanding during the year, 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.

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.

Stock compensation plans

The Company applies ASC 718-10, “Stock-Based

Payment,” (“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all stock-based

payment awards made to employees and directors including employee stock options under the Company’s stock plans based on estimated

ASC 718-10 requires companies to estimate

the fair value of stock-based payment awards granted to employees and non-employees on the date of grant using an option-pricing model.

The fair value of the award is recognized as an expense over the requisite service periods in the Company’s statements of operations

using the graded vesting method.

The Company applies ASC 718-10, “Stock-Based Payment,”

(“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all stock-based payment awards

made to employees and directors including employee stock options under the Company’s stock plans based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value

of stock-based payment awards granted to employees and non-employees on the date of grant using an option-pricing model.

The fair value

of the award is recognized as an expense over the requisite service periods in the Company’s statements of operations using the

graded vesting method.

The Company accounts for share-based payment awards classified as equity awards.

The Company recognizes

stock-based award forfeitures as they occur rather than estimate by applying a forfeiture rate.

All issuances of stock options or other

equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair

value of the equity instruments issued.

The Company recognizes stock-based

award forfeitures as they occur rather than estimate by applying a forfeiture rate.

All issuances of stock options or other equity instruments

to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity

instruments issued.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15 unchanged sentences

The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term.

expected option term is calculated for options granted to employees and directors using the “simplified” method.

non-employees are based on the contractual term.

Changes in the determination of each of the inputs can affect the fair value of the options

granted and the results of operations of the Company.

Under Accounting Standards Update,

“Leases” (“ASC 842”), the Company determines if an arrangement is a lease at inception.

Upon initial recognition,

the Company recognizes a liability at the present value of the lease payments to be made over the lease term, and concurrently recognizes

a right-of-use asset at the same amount of the liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs

incurred in respect of the lease.

The Company uses its incremental borrowing rate based on the information available at the commencement

date to determine the present value of the lease payments.

The subsequent measurement depends on whether the lease is classified as a

finance lease or an operating lease.

expected option term is calculated for all stock option grants using the “simplified” method.

Changes in the determination

of each of the inputs can affect the fair value of the options granted and the results of operations of the Company.

Under Accounting Standards Update, “Leases”

(“ASC 842”), the Company determines if an arrangement is a lease at inception.

Upon initial recognition, the Company recognizes

a liability at the present value of the lease payments to be made over the lease term, and concurrently recognizes a right-of-use asset

at the same amount of the liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect

of the lease.

The Company uses its incremental borrowing rate based on the information available at the commencement date to determine

the present value of the lease payments.

The subsequent measurement depends on whether the lease is classified as a finance lease or an

operating lease.

During the reporting periods, the Company has only operating leases.

Lease terms include options

to extend the lease when it is reasonably certain that the Company will exercise that option.

Lease expenses for operating leases are

recognized on a straight-line basis over the lease term.

The Company has made a policy election

not to capitalize leases with a term of 12 months or less.

In accordance with ASC 360-10, management

reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may not be recoverable based on estimated future undiscounted cash flows.

If so indicated, an impairment loss would be recognized for

the difference between the carrying amount of the asset and its fair value.

Lease terms include options to extend the lease

when it is reasonably certain that the Company will exercise that option.

Lease expenses for operating leases are recognized on a straight-line

basis over the lease term.

The Company has made a policy election not to capitalize

leases with a term of 12 months or less.

In accordance with ASC 360-10, management reviews operating

lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable

based on estimated future undiscounted cash flows.

If so indicated, an impairment loss would be recognized for the difference between

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.

New accounting pronouncements

As an “emerging growth company,” the Jumpstart Our

Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable

to public companies until such pronouncements are made applicable to private companies.

The Company has elected not to use this extended

transition period under the JOBS Act.

The adoption dates referenced below reflect this election.

Treasury shares are presented as a reduction of equity,

at their cost to the Company.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

New accounting pronouncements (Cont.)

New accounting pronouncements

Recently adopted accounting pronouncements

In August 2020, the FASB issued ASU

2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity

(Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity”.

The ASU simplifies accounting

for convertible instruments by removing major separation models required under current GAAP.

Consequently, more convertible debt instruments

will be reported as a single liability instrument with no separate accounting for embedded conversion features.

The ASU removes certain

settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity

contracts to qualify for it.

The ASU also simplifies the diluted net income per share calculation in certain areas.

The new guidance is

effective for annual and interim periods beginning after December 15, 2021, and early adoption was permitted for fiscal years beginning

after December 15, 2020, and interim periods within those fiscal years.

Effective January 1, 2022, the Company adopted ASU 2020-06 using

the modified retrospective approach which resulted in no effect.

In May 2021, the FASB issued ASU 2021-04,

“Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation

(Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40):

Issuer’s Accounting for

Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”.

The guidance is effective for the Company

on January 1, 2022.

The Company adopted the guidance on January 1, 2022, and has concluded the adoption did not have a material impact

on its consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, “Government

Assistance (Topic 832)”, which requires annual disclosures that increase the transparency of transactions involving government grants,

including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s

financial statements.

The amendments in this update are effective for financial statements issued for annual periods beginning after December

The Company applied the guidance prospectively to all in-scope transactions beginning fiscal year 2022.

The adoption of this

guidance did not have a material impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements,

not yet adopted

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 will be 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

The Company has concluded the adoption will not have a material impact on its consolidated financial statements.

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

6 unchanged sentences

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued.

The Company has

concluded the adoption will not have a material impact on its consolidated financial statements.

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.

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

Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

This guidance is intended to enhance the

transparency and decision-usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income

tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S.

and in foreign

jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to

apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating this guidance to determine the impact

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, 2022, the Company

had deposits in USD at Leumi Bank (Israel) that bore fixed annual interest of 4.3 %.

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 %.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7 unchanged sentences

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,

4 unchanged sentences

Accumulated depreciation

Substantially all of the Company’s non-current

assets are concentrated in Israel.

Depreciation expenses were $ 1,001 and $ 1,046 in

the years ended December 31, 2022 and 2021, respectively.

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.

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 (level 3).

There were no changes in the fair value hierarchy levelling during the years ended December 31, 2022 and

December 31, 2021.

Refer to Note 2K.

The consolidated financial statements

as of December 31, 2022 and 2021 include a liability with respect to this agreement in the amount of $ 148 and $ 175 , respectively, recorded

as other liabilities.

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)

INTANGIBLE ASSETS, NET

Intangible assets acquired in the RondinX

acquisition (see Note 6) were determined to be in-process research and development (“R&D”).

In accordance with ASC

350-30-35-17A, R&D assets acquired in a business combination are considered an indefinite-lived intangible asset until completion

or abandonment of the associated R&D efforts.

On January 1, 2020, the in-process R&D efforts were completed.

The Company had determined

the useful life of the R&D assets for three years and began amortizing these assets accordingly.

The intangible asset was fully amortized

as of December 31, 2022.

Amortization expense recorded in the consolidated statements of operations was $ 1,519 for each of the years ended

December 31, 2022 and 2021.

Based on management’s analysis, there were no indicators for impairment for the year ended December

In May 2017, BiomX Israel entered into

a lease agreement for office space in Ness Ziona, Israel.

The agreement is for five years beginning on June 1, 2017 with an option to

extend for an additional five years.

Monthly lease payments under the agreement are approximately $ 18 .

In September 2019, BiomX Israel entered

into an additional lease agreement for office space in Ness Ziona, Israel.

The agreement is for five years beginning on September 8, 2019

with an option to extend for an additional three years.

The option was not accounted for as part of the lease, given its low probability

of being exercised.

Monthly lease payments under the agreement are approximately $ 12 .

In September 2020, BiomX Israel entered

into a third 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.

This agreement supersedes the abovementioned May 2017 and September 2019 lease agreements

and sets the prior lease agreements’ end date to March 31, 2021.

Monthly lease payments under the new lease agreement are approximately

As part of the agreement, BiomX Israel was exempted from monthly payments under the new agreement until January 15, 2021.

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 $ 270 , 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.

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 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.

The monthly lease payments under the agreement are approximately $ 29 .

The monthly lease proceeds are recorded as other

income in the consolidated statements of operations.

Lease expenses recorded in the consolidated

statements of operations were $ 713 and $ 706 for the years ended December 31, 2022 and 2021, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

LEASES (Cont.)

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 monthly lease proceeds are recorded as other income in the consolidated

statements of operations.

Lease expenses recorded in the consolidated statements of

operations were $ 628 and $ 713 for the years ended December 31, 2023 and 2022, respectively.

Supplemental cash flow information related to operating

1 unchanged sentence

Cash payments for operating leases

As of December 31, 2022, the Company’s

operating leases had a weighted average remaining lease term of 7.9 years and a weighted average discount rate of 6 %.

The maturity analysis

of operating leases as of December 31, 2022 were as follows:

As of December 31, 2023, the Company’s operating leases

had a weighted average remaining lease term of 6.9 years and a weighted average discount rate of 6 %.

The maturity analysis of operating

leases as of December 31, 2023 were as follows:

Total operating lease payments

6 unchanged sentences

Government institutions

Deferred income

BALANCES AND TRANSACTION WITH RELATED PARTIES

Balances with related parties

As of December 31,

Additional paid in capital (treasury stock) (See 1 below)

Deferred fees from collaboration agreements and prepaid sublease income

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

BALANCES AND TRANSACTION WITH RELATED PARTIES (Cont.)

Transactions with related parties

In October 2019, BiomX Israel entered into a loan agreement in the amount of $ 19 with a shareholder who was subject to taxation in Israel in connection with the Recapitalization Transaction.

The loan was initially for a period of up to two years from the time of the grant, is non-recourse, and is secured by shares of Common Stock issued to them with a value that equals three times the loan amount at the time of the grant.

If the shareholder defaults on such loan, the Company will have the right to forfeit or sell such number of shares with a value equal to the amount of the loan not timely repaid (plus interest accrued thereon), based on their market price at the time of such forfeiture or sale.

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 the shares of Common Stock were not transferred to the stockholder as of December 31, 2022.

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.

1 unchanged sentence

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 (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 (approximately $ 2,118 ).

The IIA committed to fund 30 % of the approved budgets.

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, 2022, the Company received NIS 4,284 (approximately $ 1,347 ) from the IIA with respect to these programs.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

In August 2021, the IIA approved an

application that supports upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 5,737 (approximately

The IIA committed to fund 50 % of the approved budget.

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.

program does not bear royalties.

Through December 31, 2022, the Company received NIS 1,912 (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 (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 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.

The program is for the period beginning January 2022 through December 2022.

December 31, 2022, the Company received NIS 1,365 (approximately $ 395 ) 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.

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.

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.

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;

therefore, no

liability was recorded in these consolidated financial statements.

no liability was recorded in these consolidated financial statements.

IIA grants are recorded as a reduction of R&D expenses, net.

Through December 31, 2022, total grants

approved from the IIA aggregated to approximately $ 8,403 (NIS 28,683 ).

Through December 31, 2022, BiomX Israel had received an aggregate

amount of $ 6,957 (NIS 23,634 ) in the form of grants from the IIA.

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

1 unchanged sentence

interest of LIBOR linked to the USD.

The United Kingdom’s Financial

Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or require banks to submit rates for

LIBOR after 2021.

Even though the IIA has not declared the alternative benchmark rate to replace LIBOR, the Company does not expect it

will have a significant impact on its financial statements.

In 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”),

according to which Yeda undertakes to procure the performance of certain research, including proof-of-concept studies testing in-vivo

phage eradication against a model bacteria in germ-free mice, development of an IBD model in animals under germ-free conditions and establishing

an in-vivo method for measuring immune induction capability (Th1) of bacteria, followed by testing several candidate IBD inducing bacterial

strains during the research period, as defined in the 2015 License Agreement and subject to the terms and conditions specified in the

2015 License Agreement.

BiomX Israel contributed an aggregate of approximately $ 1,800 to the research budget agreed upon in the 2015

License Agreement.

In addition, Yeda granted BiomX Israel an exclusive worldwide license for the development, production and sale of

the products, as defined and subject to the terms and conditions specified in the 2015 License Agreement.

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.

addition, in the event of certain mergers and acquisitions by the Company, Yeda will be entitled to an amount equivalent to 1 % of the

consideration received under such transaction (the “Exit Fee”), as adjusted per the terms of the 2015 License Agreement.

As the Company has not yet generated revenue from operations, no provision was included in the consolidated financial statements as of

December 31, 2022 and 2021 with respect to the 2015 License Agreement.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

In May 2017, BiomX Israel signed an additional agreement with Yeda

(the “2017 License Agreement”), according to which Yeda provided a license to the Company.

As consideration for the license,

BiomX granted Yeda 591,382 warrants to purchase shares of Common Stock.

Refer to Note 13 below for the terms of the warrants granted.

In July 2019, the Company and Yeda amended the 2015 License Agreement

and the 2017 License Agreement (the “Yeda Amendment”).

Pursuant to the Yeda 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 Yeda 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 2017 License Agreement was terminated in 2020.

Refer to Note 13B

below for the terms of the warrants granted and the resulting impact due to the termination.

In April 2017, BiomX Israel signed an exclusive patent license agreement (the “2017 Patent License Agreement”) with the Massachusetts Institute of Technology (“MIT”) covering methods to synthetically engineer phage.

According to the agreement, BiomX Israel received an exclusive, royalty-bearing license to certain patents held by MIT.

In return, BiomX Israel paid an initial license fee of $ 25 during the year 2017 and is required to pay certain license maintenance fees of up to $ 250 in each subsequent year and following the commercial sale of licensed products.

BiomX Israel is also required to make payments to MIT upon the satisfaction of development and commercialization milestones totaling up to $ 2,350 in aggregate, as well as royalty payments on future revenues.

No liability is included in the consolidated financial statements as of December 31, 2022 and 2021.

In October 2020, the Company and MIT amended the 2017 Patent License Agreement.

Pursuant to the MIT Amendment, BiomX Israel will continue to receive an exclusive, royalty-bearing license to certain patents held by MIT.

In return, BiomX Israel is required to pay certain license maintenance fees of up to $ 250 in each subsequent year and following the commercial sale of licensed products.

BiomX Israel is also required to make payments to MIT upon the satisfaction of development and commercialization milestones totaling up to $ 4,700 in aggregate, as well as royalty payments on future revenues.

On May 24, 2022, the Company notified the Massachusetts Institute of Technology of the termination of the Patent License Agreement between the parties which became effective on August 22, 2022.

The termination did not involve a compensation to MIT.

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.

5 unchanged sentences

In December 2017, BiomX Israel signed a patent license agreement with Keio University and JSR Corporation in Japan.

According to the agreement, BiomX Israel received an exclusive patent license to certain patent rights related to the Company’s IBD program.

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.

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.

Additionally, the Company is obligated to make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $ 32,100 and royalty payments 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, 2023 and 2022 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

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 Company’s Primary Sclerosing Cholangitis program.

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.

The consolidated financial statements include liabilities with respect to this agreement

in the amount of $40 and $40 as of December 31, 2022 and 2021, respectively, recorded as other liabilities.

On September 1, 2020 (“First Agreement Effective Date”), BiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration on biomarker discovery for IBD.

Under the agreement, BiomX Israel was eligible to receive fees totaling $ 439 in installments of $ 50 within 60 days of the First Agreement Effective Date, $ 100 upon receipt of the BI materials, $ 150 upon the completion of data processing and $ 139 upon delivery of the Final Report of observations and Results of the Project (as such terms are defined within the agreement).

The Company granted BI an option to negotiate for an exclusive, worldwide, compensation-based license(s), with rights to sublicense, to use the metagenomic signature results under any patents covering such metagenomic signature results for the sole purpose of making, having made, offering for sale, selling, having sold, importing or otherwise commercializing diagnostic products, including companion diagnostics (the “Option”).

The Option shall be exercisable any time until twelve months following delivery of the Final Report.

BI agreed to pay to the Company fifty percent ( 50 %) of all income that BI receives as a result of, and directly related to, the commercial exploitation of such companion diagnostic.

During 2021, consideration of $ 150 was received.

As of December 31, 2021, the total consideration of $ 439 had been received.

The consideration is recorded as a reduction of R&D expenses, net in the consolidated statements of operations.

On June 23, 2022 (“Second Agreement Effective Date”), BiomX Israel entered into a new research collaboration agreement with BI for a collaboration to identify biomarkers for IBD.

Under the 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 Second Agreement 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.

As of December 31, 2022, the Company received consideration of $500 and recorded $287 in the consolidated statements of operations.

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.

LONG-TERM DEBT

On August 16, 2021, the Company entered

into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc.

(“Hercules”), with respect

to a venture debt facility.

Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal

amount of up to $ 30,000 (the “Term Loan Facility”), available in three tranches, subject to certain terms and conditions.

The first 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, a loan in the aggregate principal amount of up to $ 10,000 (“the second tranche”),

would have become available, and upon the occurrence of specified milestones and continuing through September 30, 2023, a loan in the

aggregate principal amount of up to $ 5,000 (“the third tranche”), may become available.

The milestones for the second tranche

and for the extension of the period of interest only payments to September 1, 2023, were not reached and have expired.

The milestones

for the third tranche have not yet been reached as of December 31, 2022.

The Company is required to make interest only payments through

March 1, 2023, and is required to then 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;

On August 16, 2021, the Company entered into a Loan and

Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc.

(“Hercules”), with respect to a venture

debt facility.

Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal amount of

up to $ 30,000 (the “Term Loan Facility”), available in three tranches, subject to certain terms and conditions.

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;

but prior to 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.

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%.

31, 2022, the Prime Rate was 7.50 %.

Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization

of capitalized loan issuance costs.

Debt issuance costs are recorded on the consolidated balance sheet as a reduction of liabilities.

Amounts allocated to the debt, net of issuance cost, are subsequently recognized at amortized cost using the effective interest method.

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 %.

2 unchanged sentences

LONG-TERM DEBT (Cont.)

As of December 31, 2022, the carrying value of the term loan

consists of $ 15,000 principal outstanding less the unamortized debt discount and issuance costs of approximately $ 127 .

The 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 $ 2,069 and $ 699 for the years ended December

31, 2022 and 2021, 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 thereunder.

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 follows:

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 and debt issuance costs

Unamortized discount, debt issuance costs and accretion of End of Term Charge

Total future principal payments

4 unchanged sentences

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.

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 10B(1).

Refer to note 9A.

Initial Public Offering:

On December 18, 2018, the Company consummated

its initial public offering (“IPO”) of 7,000,000 units (“Public Units”).

The Public Units sold in the IPO were

sold at an 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.

Following the Recapitalization Transaction,

the Company retained approximately $ 60,100 balance held in a trust account, after redemptions of IPO shares held by certain shareholders.

Simultaneous with the consummation

of the IPO, the Company consummated the private placement of an aggregate of 2,900,000 warrants (“Private Placement Warrants”).

On December 18, 2018, the Company consummated its initial

public offering (“IPO”) of 7,000,000 units (“Public Units”).

The Public Units sold in the IPO were sold at an

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.

Simultaneous with the consummation of the IPO, the Company

consummated the private placement of an aggregate of 2,900,000 warrants (“Private Placement Warrants”).

The Private Placement

Warrants were expired on December 13, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

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.

The number of shares prior to the Recapitalization

Transaction has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization

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):

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.

1 unchanged sentence

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, 2026 is greater than or equal to $29.00 per share.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

STOCKHOLDERS EQUITY (Cont.)

Share Capital:

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 provides that, upon

the terms and subject to the conditions and limitations in the ATM Agreement, the Company may 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, 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 3%.

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

the Company sold 743,964 shares of Common Stock under the ATM Agreement, at an average price of $7.19 per share, raising aggregate net

proceeds of approximately $5,188, after deducting an aggregate commission of 3% .

The Company deducted issuance expenses from Additional

Paid in Capital of $ 8 and $ 158 as of December 31, 2022 and 2021, respectively.

Securities Purchase Agreement:

On July 26, 2021, the Company entered

into a Securities Purchase Agreement with institutional investors, all of the Company’s directors and certain executive officers

for the sale of an aggregate of 3,750,000 shares of the Company’s Common Stock and warrants to purchase an aggregate of 2,812,501

shares of the Company’s Common Stock in a registered direct offering (the “Registered Direct Offering”), for gross proceeds

of $ 15,000 before deducting placement agent fees and offering expenses and assuming that none of the warrants are exercised.

The securities

were sold at price of $ 4.00 per share and an accompanying warrant to purchase 0.75 of a share of the Company’s Common Stock at an

exercise price of $ 5.00 per share.

The warrants will be exercisable six months after the date of issuance and will expire five years from

the date such warrant first becomes exercisable.

The warrants issued were classified as equity in accordance with ASC 815-40.

The securities

were offered pursuant to the Company’s effective registration statement on Form S-3.

All proceeds were received as of July 28, 2021.

125,000 shares of Common Stock and 93,750 warrants were sold to related parties.

31, 2023, the Company sold 200 shares of Common Stock under the ATM Agreement, at an average price of $ 0.62 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,

The right of first offer will commence following the availability of results from the Phase 1/2 study initially expected in

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.

Following the Company’s announcement on May 24, 2022, as mentioned in Note 19 below regarding the delaying of the

Company’s atopic dermatitis program, the contract liability was classified as a non-current liability.

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

3 unchanged sentences

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.

In the event 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 shall not have any right to receive additional

However, the CF Foundation may waive the Milestone in its discretion and make the Milestone Payment nonetheless.

concluded that the second tranche is a freestanding financial instrument.

The Company also concluded that since the instrument will be

predominantly settled in a variable number of shares at a fixed monetary amount, the second tranche is in the scope of ASC 480 and should

be accounted for at fair value with subsequent changes in fair value recognized in the statements of operations in each period.

further determined that due to the settlement mechanism, the fair value of the second tranche is negligible, both at inception and on

December 31, 2022.

See Note 20B.

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”).

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO except that the Private Placement Warrants are exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by the Company, in each case, so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Public Warrants became exercisable upon the

closing of the Recapitalization Transaction.

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.

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:

5 unchanged sentences

● 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,

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.

6 unchanged sentences

Share Capital:

As of December 31, 2022, the Company

had the following outstanding warrants to purchase Common Stock issued to stockholders:

As of December 31, 2023, the Company had the following outstanding

warrants to purchase Common Stock issued to stockholders:

Issuance Date

Private Placement Warrants

IPO (December 13, 2018)

December 13, 2023

Public Warrants

4 unchanged sentences

January 28, 2027

Pre-Funded Warrants

February 27, 2023

Pre-Funded Warrants

Stock-based compensation:

Equity Incentive Plan:

In 2015, the Board of Directors of

BiomX Israel approved a plan for the allocation of options to employees, service providers, and officers (the “2015 Plan”).

The options represented a right to purchase one Ordinary Share of the BiomX Israel in consideration of the payment of an exercise price.

Also, the options were granted in accordance with the “capital gains route” under section 102 and section 3(i) of the Israeli

Income Tax Ordinance and section 409A of the U.S.

Internal Revenue Code as technically adjusted following the Recapitalization Transaction

on October 28, 2019.

As of December 31, 2021, there are

no shares of Common Stock remaining for issuance under the 2015 Plan.

In 2019, the Company adopted a new

incentive plan (the “2019 Plan”) to grant 1,000 options, exercisable for Common Stock.

The aggregate number of shares of Common

Stock that may be delivered pursuant to the 2019 Plan will automatically increase on January 1 of each year, commencing on January 1,

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

outstanding on December 31 of the preceding calendar year.

Notwithstanding the foregoing, the

Board may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase

for such year will be a lesser number of shares of Common Stock than provided herein.

As of December 31, 2022, there were

380,189 shares of Common Stock remaining for issuance under the 2019 Plan.

On January 1, 2023, the number of shares of Common Stock available

to grant under the 2019 Plan was increased by 1,199,291 .

In 2015, the Board of Directors of BiomX Israel approved

a plan for the allocation of options to employees, service providers, and officers (the “2015 Plan”).

The options represented

a right to purchase one Ordinary Share of the BiomX Israel in consideration of the payment of an exercise price.

Also, the options were

granted in accordance with the “capital gains route” under section 102 and section 3(i) of the Israeli Income Tax Ordinance

and section 409A of the U.S.

Internal Revenue Code as technically adjusted following the Recapitalization Transaction on October 28, 2019.

As of December 31, 2023, there are no shares of Common Stock

remaining for issuance under the 2015 Plan.

In 2019, the Company adopted a new incentive plan (the “2019

Plan”) to grant 1,000 options, exercisable for Common Stock.

The aggregate number of shares of Common Stock that may

be delivered pursuant to the 2019 Plan will automatically increase on January 1 of each year, commencing on January 1, 2020 and ending

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

on December 31 of the preceding calendar year.

Notwithstanding the foregoing, the Board may act prior to

January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be

a lesser number of shares of Common Stock than provided herein.

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

Common Stock remaining for issuance under the 2019 Plan.

On January 1, 2024, the number of shares of Common Stock available to grant under

the 2019 Plan was increased by 1,839,187 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

Stock Options:

On March 30, 2021, the Board of Directors

approved the grant of 985,530 options to 94 employees, including five senior officers, one consultant, and six directors under the

2019 Plan, without consideration.

On March 29, 2022, 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 .

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 March 29, 2022, 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 Equity Incentive 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.

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 Equity Incentive Plan, without consideration.

Options were 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 Equity Incentive 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

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 1,543,000 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

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 Equity Incentive Plan, without consideration.

Options were granted at an exercise price of $ 0.37 per share with a vesting period of one year .

The fair value of each option was estimated

as of the date of grant or reporting period using the Black-Scholes option-pricing model using the following assumptions:

On August 21, 2023, the Board of Directors approved the

grant of 82,000 options to two directors under the Company’s 2019 Plan, without consideration.

Options were granted at an exercise

price of $ 0.363 per share with a vesting period of four years .

Directors 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 October 19, 2023, the Board of Directors approved the

grant of 41,000 options to one director under the 2019 Plan, without consideration.

The options were granted at an exercise price of $ 0.32

per share with a vesting period of four years .

Such director is entitled to full acceleration of his unvested options upon the occurrence

of both a change in control of the Company and the end of his engagement with the Company.

On October 29, 2023, the Board of Directors approved the

grant of 151,100 options to 4 employees and one senior officer under the 2019 Plan, without consideration.

The options were granted at

an exercise price of $ 0.275 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.

On October 29, 2023, the Board of Directors approved a reduction

in the exercise price (“the Repricing”) of each outstanding option to purchase shares of the Company’s Common Stock

currently held by employees of BiomX with an original exercise price above $ 0.69 per share granted under the Company’s 2015 Employee

Stock Option Plan to $ 0.275 per share.

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

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

The reduction of the exercise price of the options was considered

a type I modification according to ASC 718.

As a result of the Repricing, the Company recognized immediately the incremental fair value

in the amount of $ 167 as the repriced options were fully vested on October 29, 2023.

On November 9, 2023, the Company filed with the Securities

and Exchange Commission a Tender Offer Statement defining the terms and conditions of a one-time voluntary stock option exchange of certain

eligible options for its employees (the “Option Exchange”).

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, stock options covering

an aggregate of 1,508,280 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.

Under ASC 718, incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair

value of the original award immediately before its terms are modified.

As a result of the Option Exchange, the Company will recognize

an incremental stock-based compensation expense of $ 19 over the remaining vesting period of the new stock options, which is three or four

The Company will recognize the sum of the incremental stock-based compensation expense and the remaining unrecognized compensation

expense for the original awards on the modification date, over the remaining vesting period of the new stock options.

The fair value of each option was estimated as of the date

of grant or reporting period using the Black-Scholes option-pricing model using the following assumptions:

Underlying value of Common Stock ($)

3 unchanged sentences

Risk-free interest rate (%)

Total fair value embodied in the options granted in 2022 and

2021 at the grant date, is estimated to be $ 1,311 and $ 5,138 respectively.

These amounts will be recognized in statements of operations

over the vesting period.

As of December 31, 2022, the unrecognized

compensation cost related to all unvested, equity classified stock options of $ 1,632 is expected to be recognized as an expense on a graded

vesting method over a weighted-average period of 1.55 years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

Stock Options:

Total fair value embodied in the options granted in 2023

and 2022 at the grant date, is estimated to be $ 552 and $ 1,311 respectively.

These amounts will be recognized in statements of operations

over the vesting period.

As of December 31, 2023, the unrecognized compensation cost

related to all unvested, equity classified stock options of $ 742 is expected to be recognized as an expense on a graded vesting method

over a weighted-average period of 1.65 years.

A summary of options granted to purchase the Company’s Common Stock under the Company’s stock option plans are as follows:

2 unchanged sentences

Outstanding at the beginning of period

Forfeited/canceled

( 1,838,140 )

Replacement options granted

Outstanding at the end of period

1 unchanged sentence

Weighted average remaining contractual life – years as of December 31, 2023

For year ended

December 31, 2021

Outstanding at the beginning of period

Outstanding at the end of period

Vested at end of period

Weighted average remaining contractual life – years as of December 31, 2021

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

STOCKHOLDERS EQUITY (Cont.)

Stock-based compensation:

As of December 31, 2022, and 2021,

the Company had the following outstanding compensation related warrants to purchase Common Stock as follows:

Private Warrants issued to Yeda (see 1 below)

As of December 31, 2023, and 2022, the Company had

the following outstanding compensation related warrants to purchase Common Stock as follows:

Private Warrants issued to scientific founders (see below)

November 27, 2017

(*) less than $0.001.

In May 2017, in accordance with the 2017 License Agreement (see also Note 11B), the Company issued to Yeda, 591,382 warrants to purchase Common Stock at $ 0.0001 nominal value, for nominal consideration.

Yeda has the option to exercise the warrants on a cashless basis.

In 2020, the 2017 License Agreement was terminated.

On March 10, 2021, Yeda exercised 362,444 warrants on a cashless basis, resulting in the issuance of 362,383 shares of Common Stock.

The remainder of the warrants were forfeited as part of the termination of the license agreement.

For the year ended December 31, 2021 the Company did not record an expense or income related to warrants.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Stock-based compensation:

In November 2017, BiomX Israel issued 7,615 warrants to Yeda and 2,974 warrants to its founders.

All 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.

No compensation expenses were recorded in the financial statements during 2022 and 2021.

In November 2017, BiomX Israel issued 2,974 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:

1 unchanged sentence

General and administrative

The Company recognized stock-based

compensation expenses in connection with options granted to executive officers of the Company in the amount of $ 923 and $ 1,102 for the

years ended December 31, 2022 and 2021, respectively.

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,

2023 and 2022, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

Rent and related expenses

Less change in contingent liabilities (see Note 11C, 11E)

Less change in contingent liabilities (see Note 10D)

Less income from collaboration agreements (see Note 10F)

5 unchanged sentences

Travel expenses

Recruitment expenses

Rent and related expenses

18 unchanged sentences

The statutory Israeli income tax rate is 23 %.

As of December 31, 2022 and 2021, BiomX Israel had total net operating losses in Israel of approximately $ 90,878 and $ 78,542 respectively, which may be carried forward and offset against taxable income in the future for an indefinite period.

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.

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.

31 unchanged sentences

BASIC LOSS PER SHARE

The basic and diluted net loss per

share and weighted average number of shares of Common Stock used in the calculation of basic and diluted net loss per share are as follows:

The basic and diluted net loss per share and weighted average

number of shares of Common Stock used in the calculation of basic and diluted net loss per share are as follows:

For the year ended

1 unchanged sentence

Weighted average number of Common Stock

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.

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

5 unchanged sentences

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

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

SUBSEQUENT EVENTS

In March 2023, the Board of Directors approved the grant of 1,567,000 options to 50 employees, five senior officers and three directors under the 2019 Plan, without consideration.

Options 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 with the Company.

On February 22, 2023, the Company entered into a Securities Purchase Agreement to issue and sell an aggregate of 30,608,163 shares of its common stock (or pre-funded warrants, and collectively, the “Securities”) at a price of $ 0.245 per share and $ 0.244 per pre-funded warrant, through a private investment in public equity financing.

The gross proceeds from this offering are expected to be approximately $ 7,484 , before deducting issuance costs.

The financing is expected to close in two parts.

The first closing, which covers 5,975,918 Securities for gross proceeds of $ 1,461 , occurred on February 27, 2023.

The second closing for the remaining Securities, which is contingent upon approval of the issuance of the additional Securities under the Securities Purchase Agreement by the Company’s stockholders in accordance with NYSE American rules, is expected to take place in the second quarter of 2023.

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.

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