What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-03-25 · 1041 added, 2031 removed, 819 unchanged (79% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

3 unchanged sentences

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

Annual Report on Internal Control over Financial Reporting

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

Our internal control over

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

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

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

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

provide reasonable assurance that transactions are

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

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

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

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

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

Therefore, even those

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

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

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

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting has been designed to

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

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

Our internal control over financial reporting includes

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

and dispositions of our assets;

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

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

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

and provide reasonable assurance regarding prevention

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

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide

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

Projections of any evaluation of effectiveness

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

compliance with the policies or procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting on December 31, 2025.

In making this assessment, management

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

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

over financial reporting was effective.

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

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

in Internal Control over Financial Reporting

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

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

affect, our internal control over financial reporting.

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

Control—Integrated Framework .

Based on that assessment under those criteria, management has determined that, as of December

31, 2025, our internal control over financial reporting was effective.

We are exempt from this requirement to provide

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

our status under the Exchange Act as a non-accelerated filer as of the current time.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control

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

of fiscal year 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

OTHER INFORMATION

Grant of Bonuses

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

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

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

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

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

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

Trading Arrangements

three months ended December 31, 2025, 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 .

DISCLOSURE REGARDING FOREIGN JURISDICITIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICITIONS THAT PREVENT

Not applicable.

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, as of March 25, 2025.

Executive Officers

Jonathan Solomon

Chief Executive Officer and Director

Marina Wolfson

Chief Financial Officer

Chief Development Officer

Non-Employee Directors

Russell Greig(1)(2)(3)

Director and Chairman of the Board of Directors

Susan Blum(1)

Jesse Goodman(3)

Jonathan Leff(2)

Gregory Merril (3)

Alan Moses(2)

Edward Williams(1)

Member of the audit committee

Member of the compensation

Member of the nominating

and corporate governance committee

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

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

From July 2007 to December 2015, Mr.

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

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

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

Solomon holds B.Sc.

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

summa cum laude in Electrical Engineering from Tel Aviv University,

and an MBA with honors from the Harvard Business School.

believe that Mr.

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

Marina Wolfson has served

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

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.

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

Wolfson is a certified public accountant in Israel

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

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

Prior to this position,

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

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

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

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

Bassan holds a B.Sc.

in Biology, a M.Sc.

in Human Genetics and a Ph.D.

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

biography of Mr.

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

are set forth below:

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

Greig has more than 44 years

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

commercial operations.

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

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

2008 to 2010, Dr.

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

He is currently Chairman of, Nucleome Therapeutics

(UK) and BiomX (NYSE).

In addition, Dr.

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

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

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

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

(France) (acquired by Santen Pharmaceutical

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

He served as acting Chief Executive Officer at Genocea

Biosciences (Nasdaq:

GNCA) and Isconova AB for an interim period.

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

reporting to the First Minister of Scotland.

believe that Dr.

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

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

Susan Blum has served as a director

of the Company since April 2024.

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

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

Blum joined Melinta in 2016

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

to the Chief Financial Officer position in 2021.

Prior to joining Melinta, Ms.

Blum served as Corporate Controller at Textura Corporation

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

Blum also served in

leadership roles at Orbitz Worldwide, Inc.

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

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

and internal controls over financial reporting.

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

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

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

Commerce from Santa Clara University.

We believe that Ms.

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

will provide our company with significant expertise.

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

Goodman has been the director of the Center on Medical

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

since March 2014.

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

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

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

publicly traded biotechnology company, since October 2018.

Prior to the Merger Agreement, Dr.

Goodman served on the board of directors

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

Convention, Inc.

From 2009 until February 2014, Dr.

Goodman served as the chief scientist of the FDA.

Goodman also served as deputy

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

Prior to that, Dr.

Goodman was the director of the FDA’s

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

to his government service, Dr.

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

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

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

received a B.S.

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

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

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

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

believe that Dr.

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

development in the pharmaceutical industry and regulation.

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

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

Deerfield and Chairman of the Deerfield Institute.

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

in biotechnology and pharmaceuticals.

Prior thereto, Mr.

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

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

Leff also previously served as a member of the Executive

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

of NVCA’s Medical Innovation and Competitiveness Coalition.

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

Industry Organization.

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

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

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

Leff also previously

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

from 2022 to 2023, Proteon Therapeutics, Inc.

from 2017 to 2019, AveXis, Inc.

from 2014 to 2017 and Nivalis Therapeutics, Inc.

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.

believe that Mr.

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

markets and the pharmaceutical and biotech industries.

Gregory Merril

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

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

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

Currently, he lends his expertise to various startups, serving

in capacities ranging from advisor to executive director.

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

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

Between 2011 and

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

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

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

of Decision Technologies, which supported the U.S.

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

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

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

Before this, he was the founding Chief Executive

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

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

in psychobiology from McDaniel College.

We believe that Mr.

Merril’s qualifications

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

Alan Moses has served as

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.

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 2022, Mr.

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

and Interim Chief Commercial Officer of Ascendis Pharma, Inc.

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

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

NVO), a multinational pharmaceutical

and biotech company.

Prior to Novo, from 2003 to 2006, Mr.

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

Business Unit at Novartis Pharmaceuticals Corporation.

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

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

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

Williams holds a B.S.

in Biology and Chemistry from the Marshall University,

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

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.

of Business Conduct and Ethics

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

The Code of Business Conduct

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

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

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

or waiver on our website.

Committees and Corporate Governance

Composition and Leadership Structure

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

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

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

Currently, Dr.

Russell Greig serves as our independent Chairman,

Jonathan Solomon serves as our Chief Executive Officer.

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

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

board leadership and communication.

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

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

Board has established three standing committees:

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

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

Each of the Audit Committee,

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

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

The charters for the Audit Committee, Compensation

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

Audit Committee engages the Company’s independent accountants:

reviews their independence and performance;

reviews the Company’s

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

reviews the audits of the Company’s

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

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

and reviews the performance of the Company’s

internal audit function and internal control over financial reporting.

members of the Audit Committee are Susan Blum, Dr.

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

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

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

regulations of the SEC.

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

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

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

makes recommendations to the Board regarding

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

makes recommendations to the Board

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

and administers the

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

The Compensation

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

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

to his compensation.

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

members of the Compensation Committee are Dr.

Alan Moses, Mr.

Jonathan Leff and Dr.

Russell Greig, each of whom is an independent director

under NYSE American’s listing standards.

Alan Moses is the Chairperson of the Compensation Committee.

In 2024, the Compensation Committee retained Aon

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

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

equity grants between newly hired and long-standing employees.

Provided the updated materials to the Company.

and Governance Committee

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

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

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

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

and characteristics for Board membership.

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

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

The Nominating and Corporate Governance Committee

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

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

Although the Nominating and Corporate Governance Committee does

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

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

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

Board members.

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

other persons.

members of the Nominating and Corporate Governance Committee are Dr.

Russell Greig, Dr.

Jesse Goodman and Mr.

Gregory Merril, each of

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

Russell Greig is the Chairperson of the Nominating

and Corporate Governance Committee.

Trading Policy

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

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

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

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

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

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

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

in our securities.

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

and listing standards applicable to the Company.

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

Code of Business Conduct and Ethics

We have adopted a Code

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

The Code of Business Conduct and Ethics is available

on our website at www.biomx.com.

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

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

Other Information

The remaining information required by this item

will be included in our 2026 Proxy Statement, and such required information is incorporated herein by reference into this Annual Report.

EXECUTIVE COMPENSATION

Compensation Table

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

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

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

Name and Principal Position

Jonathan Solomon

Chief Executive Officer

Marina Wolfson

Chief Financial Officer

Chief Development Officer

All payments were originally made in NIS and were translated

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

Amounts in this column represent the grant date fair

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

vesting conditions.

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

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

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

Note that the amounts reported in this column reflect the accounting

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

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

Amounts in this column represent additional payments

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

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

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

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

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

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

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

Disclosure to the Summary Compensation Table

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

Option awards granted to

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

In each case, one fourth

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

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

provided that the

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

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

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

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

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

In the event of death or disability, the options

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

In September 2024, pursuant to our 2019 plan,

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

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

subject to continued service to the Company.

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

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

Each of our named executive

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

to approval by the Board or the Compensation Committee.

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

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

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

Our management may propose bonus

awards to the Board primarily based on such review process.

The Compensation Committee makes the final determination of the achievement

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

recommends a bonus award payout to the Board for approval.

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

March 2024 PIPE.

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

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

Solomon, as the Chief Executive Officer of BiomX

Israel, as amended, Mr.

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

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

business days (together with the base salary, Mr.

Solomon’s Salary).

BiomX Israel also makes customary contributions

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

Solomon’s election, in an amount equal to

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

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

Solomon’s Salary in case Mr.

Solomon is insured through a pension

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

Solomon chooses to allocate his pension payments to a

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

rate required to insure 100% of Mr.

Solomon’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 $541

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

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

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

On March 24, 2025, the Board

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

Solomon on the account of existing personal non-statutory severance

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

Following the payment, Mr.

Solomon’s non-statutory severance

will be reduced to nine months.

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

Wolfson, as amended, she serves as our Chief Financial

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

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

days (together with the base salary, Ms.

Wolfson’s Salary).

BiomX Israel also makes customary contributions

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

Wolfson’s election, in an amount equal to

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

Salary in case Ms.

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

Wolfson’s Salary in case Ms.

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

Wolfson chooses to allocate

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

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

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

to 2.50% of Ms.

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

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

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

with the Severance Law.

BiomX Israel also contributes 7.50% of Ms.

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

$4,248) to a recognized educational fund.

The Company reimburses Ms.

Wolfson for automobile maintenance and transportation expenses of

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

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

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

with our past practice), provided that Ms.

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

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

Wolfson on the account of existing personal

non-statutory severance agreement.

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

Following the payment, Ms.

non-statutory severance will be reduced to six months.

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

Bassan, as the Chief Development Officer of BiomX

Israel, as amended, Dr.

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

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

business days (together with the base salary, Dr.

Bassan’s Salary).

BiomX Israel also makes customary contributions

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

Bassan’s election, in an amount equal to

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 $676, per month.

Bassan is also entitled

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

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

Bassan waives all claims and continues

to comply with the other terms of her employment agreement.

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

salary for Dr.

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

The cash payment is expected to be paid during

Following the payment, Dr.

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

Equity Awards at 2024 Fiscal Year-End

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

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

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

Exercise Price ($)

Expiration Date

Jonathan Solomon

Marina Wolfson

Unless otherwise indicated, options vest and become

exercisable as follows:

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

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

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

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

the chairman of the Board receives an annual retainer

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

each member of our Audit, Compensation and Nominating

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

respectively;

each chairperson of our Audit, Compensation and Nominating

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

pay all amounts in quarterly installments.

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

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

Each non-employee director also receives an annual

award of options to purchase our Common Stock.

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

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

on the Board.

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

In 2024, the Company granted options to directors

according to the following structure:

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

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

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

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

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

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

Fees earned or

Awards (2)(3)

Russell Greig

Michael Dambach (1)

Jesse Goodman

Jonathan Leff (5)

Jason Marks (1)

Lynne Sullivan (1)(4)

Edward Williams

Effective as of March 15,

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

Amounts in this column represent the grant date fair

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

vesting conditions.

See note 12B.

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

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

ended December 31, 2023 and 2024.

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

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

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

As of December 31, 2024,

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

as the case may be, as follows:

Total of options

exercisable and

Russell Greig

Jesse Goodman

Jonathan Leff

Gregory Merril

Edward Williams

Includes $2,500 paid to

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

Cash amounts owed to Mr.

Leff for his service as a director were paid

to Deerfield Management Company LP.

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

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

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

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

The timing of any equity grants

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

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

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

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

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

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

Authorized for Issuance Under Equity Compensation Plans

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

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

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

As of December 31, 2024, options to

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

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

As of December

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

The aggregate number of shares

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

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

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

Accordingly, on January 1, 2025,

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

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

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

Compensation Plan Information

The information required by this item will be

included in our 2026 Proxy Statement and is hereby incorporated by reference into this Annual Report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

We have two equity incentive plans, the 2015 Plan,

and the 2019 Plan.

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

to govern outstanding awards granted thereunder.

As of December 31, 2025, options to purchase 7,768 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, 2025, there were 142,619 shares of our

Common Stock available for issuance under the 2019 Plan.

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

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

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

on December 31 of the preceding calendar year.

Accordingly, on January 1, 2026, 63,748 additional shares of our Common Stock were made

available for issuance pursuant to the 2019 Plan.

For additional information regarding the 2015 Plan

and the 2019 Plan, as of December 31, 2025, please see Part II – Item 8 – Financial Statements and Supplemental Data –

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

Equity Compensation Plan Information

December 31, 2025

Plan category

available for

Equity compensation

plans approved by security holders

compensation plans not approved by security holders

Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding

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

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

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

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

and (iii) all

our executive officers and directors as a group.

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

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

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

within 60 days of March 17, 2025.

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

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

We have based our calculation of beneficial ownership on

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

Name and Address of Beneficial Owner (1)

Cystic Fibrosis Foundation (2)

Nantahala Capital Management, LLC (3)

Deerfield Healthcare Innovations Fund II, L.P.

OrbiMed Israel GP Ltd.

Alyeska Master Fund (6)

AIGH Investment Partners, LP (7)

Directors and Named Executive Officers

Jonathan Solomon (8)

Marina Wolfson (9)

Merav Bassan (10)

Jesse Goodman

Russell Greig (11)

Jonathan Leff

Gregory Merril

Alan Moses (12)

Edward Williams (13)

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

Less than 1%.

Unless otherwise indicated,

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

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

Represents 2,494,109

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

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

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

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

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

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

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

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

Such Private Placement

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

address of Cystic Fibrosis Foundation is 4550 Montgomery Ave.

Suite 1100N Bethesda, MD 20814.

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

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

Harkey and Daniel Mack.

Represents 2,494,109 shares of Common Stock.

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

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

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

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

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

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

Such Private Placement Common Warrants, New Warrants and Private Placement

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

the managing members of Nantahala, each of Messrs.

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

herein held by Nantahala.

Nantahala, Mr.

Harkey and Mr.

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

The address of Nantahala.

Nantahala, Mr.

Harkey and Mr.

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

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

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

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

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

Flynn, or collectively, Deerfield.

Represents (i) 1,247,054

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

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

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

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

60 days thereafter, held by the Funds.

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

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

Some of such warrants will only be exercisable

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

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

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

Deerfield Mgmt HIF II is the general partner of

Deerfield Healthcare Innovations Fund II, L.P.

and Deerfield Management is the investment manager of each Fund.

As a result, Deerfield

Management and Mr.

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

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

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

The address for Deerfield is

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

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

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

Gordon and Erez Chimovits.

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

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

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

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

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

OrbiMed Israel exercises investment

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

Gordon and Mr.

result, OrbiMed Israel, OrbiMed BioFund, Mr.

Gordon, and Mr.

Chimovits have shared voting power and shared dispositive power over

the securities reported herein held by OIP.

OrbiMed Israel, OrbiMed BioFund, Mr.

Gordon, and Mr.

Chimovits may be deemed directly

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

of OrbiMed BioFund, OrbiMed Israel and Mr.

Chimovits is 89 Medinat Hayehudim St.

Building E Herzliya 4614001 Israel.

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

Based on certain information

made available to the Company.

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

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

as such warrants will only be exercisable following stockholder approval.

The address of Alyeska is 77 W.

Wacker, Suite 700, Chicago,

Based on certain information made available to the Company.

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

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

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

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

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

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

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

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

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

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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

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

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

Russell Greig, Dr.

Alan Moses, Mr.

Edward Williams, Mr.

Jonathan Leff, Dr.

Jesse Goodman, Mr.

Gregory Merril and Ms.

independent directors.

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

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

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

Based on this evaluation, our Board

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

and Procedures Regarding Transactions with Related Parties

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

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

For as long as the Company

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

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

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

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

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

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

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

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

material interest.

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

related-person transactions under this policy.

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

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

The presentation

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

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

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

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

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

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

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

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

arise of the matter proceeds to fruition.

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

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

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

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

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

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

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

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

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

transaction was realized and communicated to the Audit Committee as required under the Related-Person Transactions Policy.

Committee will approve only those related-person transactions that, in light of known circumstances, are in, or are not inconsistent

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

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

Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, our only related-person

transactions since January 1, 2024 consisted of (i) a Securities Purchase Agreement we entered into on March 6, 2024 with certain investors,

including CFF, Orbimed and Telmina Limited, or Telmina, each of which hold more than 5% of our outstanding Common Stock, pursuant to which

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

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

Placement Warrant.

The aggregate gross proceeds from this offering were approximately $50 million.

The Private Placement Warrants have

an exercise price of $0.2311 and expire on July 6, 2026.

The exercise price of the Private Placement Warrants is subject to customary

adjustments for stock dividends, stock splits, reclassifications and the like.

Of these proceeds, an aggregate of 21,635 shares of Convertible

Preferred Stock and 10,817,500 Private Placement Warrants were sold to CFF for gross proceeds of $5 million, an aggregate of 4,327 shares

of Convertible Preferred Stock and 2,163,500 Private Placement Warrants were sold to Orbimed for gross proceeds of $1 million and an aggregate

of 2,596 shares of Convertible Preferred Stock and 1,298,000 Private Placement Warrants were sold to Telmina for gross proceeds of $0.6

million and (ii) ) the February 2025 SPA and the Inducement Letter Agreements and other agreements related to the February 2025 Financing

(as described more fully in Item 5 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations

– Liquidity and Capital Resources”) with certain investors, including Deerfield, CFF, Nantahala Capital Management, LLC, or

Nantahala, and AIGH Investment Partners, LP, or AIGH, each of which holds more than 5% of our outstanding Common Stock.

Of the proceeds

from the February 2025 Financing, total gross proceeds from (a) the CFF were $2.1 million for an aggregate of 2,256,609 shares of

Common Stock issuable upon exercise of the New Warrants, 375,399 shares of Common Stock issuable upon exercise of Amended and Restated

Warrants, and 1,174,859 shares of Common Stock issuable upon exercise of Pre-Funded Warrants;

(b) Deerfield were $3 million for an

aggregate of 3,223,728 shares of Common Stock issuable upon exercise of the New Warrants;

aggregate of 763,509 shares of Common Stock, 1,289,491 shares of Common Stock issuable upon exercise of the New Warrants, 101,791 shares

of Common Stock issuable upon exercise of Amended and Restated Warrants and 213,609 shares of Common Stock issuable upon exercise of Pre-Funded Warrants;

and (d) AIGH were approximately $0.7 million for an aggregate of 432,700 shares of Common Stock and 725,338 shares of Common Stock

issuable upon exercise of the New Warrants.

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

The remaining information required by this

item will be included in our 2026 Proxy Statement, and such required information is incorporated herein by reference into this Annual

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

The information required by this item will be included in our 2026

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following is a summary and description of fees billed by us to Kesselman & Kesselman, Certified Public Accountants (Isr.) for the

fiscal years ended December 31, 2024 and December 31, 2023.

Fiscal year ended

Audit fees (1)

Audit-related fees (2)

All other fees

Audit Fees include

fees for professional services rendered for the quarterly reviews of the interim consolidated financial statements and the annual

audit of our consolidated financial statements included in our Annual Report on Form 10-K.

Audit-Related Fees include fees for services that were reasonably related to the performance of the audit of the annual consolidated financial statements for the fiscal year, other than Audit Fees, such as for services in connection with the Acquisition, Sale Agreement, and a registration statement filed for the re-sale of certain shares of Common Stock by selling stockholders following our March 2024 PIPE and February 2023 PIPE.

Tax Fees include

fees for tax compliance and tax advice.

Policies and Procedures

Audit Committee approves all audit and pre-approves all non-audit services provided by our independent registered public accounting firm

before it is engaged by us to render non-audit services.

These services may include audit-related services, tax services and other services.

pre-approval requirement set forth above does not apply with respect to non-audit services if:

all such services do not,

in the aggregate, amount to more than 5% of the total fees paid by us to our independent registered public accounting firm during

the fiscal year in which the services are provided;

such services were not

recognized as non-audit services at the time of the relevant engagement;

such services are promptly

brought to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit.

Policies and Procedures

Audit Committee approves all audit and pre-approves all non-audit services provided by our independent registered public accounting firm

before it is engaged by us to render non-audit services.

These services may include audit-related services, tax services and other services.

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.

The information required by this item will be

included in our 2026 Proxy Statement and is hereby incorporated by reference into this Annual Report.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following are filed with this Annual Report:

The financial statements listed on the Financial Statements’

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

Not applicable

following exhibits are filed as part of this Annual Report or are incorporated by reference.

Agreement and Plan of Merger, dated March 6, 2024, by and among BiomX Inc., BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 14, 2024)

The following exhibits are filed as part of this

Annual Report or are incorporated by reference.

EXHIBIT INDEX

Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (clean version)

Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (marked version)

Amended and Restated Bylaws of the Company, effective as of October 28, 2019, as amended to date (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on April 15, 2024)

Form of Certificate of Designation of Series X Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

Form of Certificate of Designation of Series Y Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

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Form of New Warrant (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

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 December 29, 2025)

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)

Amended and Restated Chardan Healthcare Acquisition Corp.

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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 10.2 to the Company’s Quarterly Report on Form 10-Q filed by the Company on May 20, 2024)

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

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)

Form of Indemnification Agreement

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.

(Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed by the Company on December 18, 2018)

Form of Non-Qualified Stock Option Agreement (U.S.

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Form of Restricted Stock Unit Agreement under the Company’s 2019 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 14, 2024)

An addendum to a lease agreement dated from May 25, 2017, dated September 7, 2020 by and among AFI Assets Ltd., AF – SHAR Ltd., WIS and BiomX Ltd.

(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)

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

and BiomX Ltd.

(translated from Hebrew) (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed by the Company on March 31, 2021)

At the Market Offering Agreement, dated December 7, 2023, between the Company and H.C.

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Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 22, 2023)

Exclusive License between Adaptive Phage Therapeutics, Inc.

and United States of America, as represented by the Secretary of the Navy, dated March 16, 2017 (Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

First Amendment, dated January 10, 2019, to Exclusive License between Adaptive Phage Therapeutics, Inc.

and United States of America, as represented by the Secretary of the Navy (Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

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

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and Walter Reed Army Institute of Research (Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

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

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.

(Incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

1, dated as of October 28, 2020, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

2, dated as of July 8, 2021, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

3, dated as of July 15, 2021, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

4, dated as of September 27, 2022, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

5, dated as of February 2, 2023, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Amendment No.

6, dated as of March 5, 2024, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

Form of Securities Purchase Agreement dated February 25, 2025, between BiomX Inc.

and the purchasers party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)

Form of Registration Rights Agreement dated February 25, 2025, between BiomX Inc.

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and (viii) Modification No.

8, dated as of September 11, 2024

Insider Trading Policy

Subsidiaries of Company (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

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

8, dated as of September 11, 2024 (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed by the Company on March 25, 2025)

Form of Securities Purchase Agreement dated December 26, 2025, between BiomX Inc.

and the purchasers party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)

Form of Registration Rights Agreement dated December 26, 2025, between BiomX Inc.

and the purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)

Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed by the Company on March 25, 2025)

Subsidiaries of Company

Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm.

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a).

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Portions of this exhibit have been omitted pursuant

to Rule 601(b)(10) of Regulation S-K.

The omitted information is not material and would likely cause competitive harm to the Company

if publicly disclosed.

Indicates a management contract or a compensatory plan

or agreement.

Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.

The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.

Indicates a management contract or a compensatory plan or agreement.

Filed herewith.

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Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this Annual Report to be signed on

its behalf by the undersigned, thereunto duly authorized.

Jonathan Solomon

Pursuant to the requirements of Section 13

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

duly authorized.

February 19, 2026

/s/ Jonathan Solomon

Jonathan Solomon

Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Company and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on

the dates indicated.

/s/ Jonathan Solomon

Chief Executive Officer

March 25, 2025

February 19, 2026

Jonathan Solomon

(Principal Executive Officer) and Director

/s/ Marina Wolfson

Chief Financial Officer

March 25, 2025

February 19, 2026

Marina Wolfson

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Accounting Officer)

/s/ Russell Greig

Chairman of the Board of Directors

March 25, 2025

February 19, 2026

Russell Greig

March 25, 2025

Jesse Goodman

March 25, 2025

Jonathan Leff

March 25, 2025

/s/ Liat Bidas

February 19, 2026

/s/ Susan Blum

February 19, 2026

/s/ Gregory Merril

February 19, 2026

Gregory Merril

/s/ Alan Moses

March 25, 2025

February 19, 2026

/s/ Edward Williams

February 19, 2026

Edward Williams

CONSOLIDATED FINANCIAL STATEMENTS

/s/ Reuven Yeganeh

February 19, 2026

Reuven Yeganeh

FINANCIAL STATEMENTS

DECEMBER 31, 202 5

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CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets F-4

Consolidated Balance Sheets F-4 - F-5

Consolidated Statements of Operations F-6

Consolidated Statements of Changes in Stockholders’ Equity F-7

Consolidated Statements of Changes in Stockholders’ Equity (capital deficiency) F-7

Consolidated Statements of Cash Flows F-8 - F-9

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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, 2024 and 2023, and the related consolidated

statements of operations, changes in stockholders' equity and cash flows for the years then ended December 31, 2024, including the related

notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

operations and its cash flows for the years then ended December 31, 2024 in conformity with accounting principles generally accepted in

the United States of America.

We have audited the accompanying consolidated balance sheets of BiomX

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations,

changes in stockholders' equity (capital deficiency) and cash flows for the years then ended, 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, 2025 and 2024,

and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 in conformity with

accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue

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

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

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

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

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Management's plans

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

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

The consolidated financial statements do not include any adjustments that might

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Basis for Opinion

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 audits 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.

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 audits 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.

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 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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from

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opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Intangible asset initial valuation and impairment assessment

As described in Notes 1D and 2R to the consolidated financial statements,

as part of a business combination, on March 15, 2024 the Company recognized an intangible asset consisting of in-process research and

development ("IPR&D") valued at $15.3 million.

As of December 31, 2024, the IPR&D balance was $12 million.

conducts an impairment test at least annually, on the last day of the third quarter of the fiscal year or whenever there is an indication

that the asset may be impaired.

In-process research and development ("IPR&D") impairment

As described in Notes 1C, 2R and 11 to the consolidated financial statements,

the Company’s IPR&D balance was $0.2 million as of December 31, 2025.

Management conducts its impairment test at the last day

of the third quarter of each year, or more frequently if events or circumstances indicate that the carrying value of the IPR&D may

Potential impairment is identified by comparing the fair value of the IPR&D to its carrying value.

As of December 31, 2024, management noted that an indicator of potential impairment existed due to a decline in the market capitalization.

As a result, management performed a quantitative assessment and recorded an intangible asset impairment charge of $3.2 million.

is estimated by management using a discounted cash flow model.

Management's cash flow projections included significant judgments and assumptions

relating to amount and timing of projected future cash flows and discount rates.

The principal considerations for our determination that performing

procedures relating to the Intangible asset's initial valuation and impairment assessment is a critical audit matter are (i) the significant

judgment by management when developing the fair value estimate of the intangible asset;

(ii) a high degree of auditor judgment, subjectivity

and effort in performing procedures and evaluating management's significant assumptions related to amount and timing of projected future

cash flows and discount rates;

During the fourth

quarter of 2025, management noted that an indicator of potential impairment existed due to a significant decline in the fair value of

the Company's stock.

The impairment assessment resulted in impairment charge of $11.8 million.

Management's significant judgments and

assumptions are the amount and timing of projected future cash flows, discount rate and control premium.

The principal considerations for our determination

that performing procedures relating to IPR&D impairment assessment is a critical matter are (i) the significant judgment by management

when developing the fair value estimate of the IPR&D;

(ii) a high degree of auditor judgment, subjectivity and effort in performing

procedures and evaluating management's significant assumptions related to amount and timing of projected future cash flows, discount rates

and control premium;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating

audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among

others (i) testing management’s process for developing the fair value estimate;

(ii) evaluating the appropriateness of the discounted

cash flow model used by management;

(iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the amount and timing of projected

future cash flows and discount rates.

Evaluating management’s assumptions related to the amount and timing of projected future cash

flows and discount rates involved evaluating whether the assumptions used by management were reasonable considering the consistency with

external market and industry data.

Professionals with specialized skill and knowledge were used to assist in the evaluating (i) the appropriateness

of the discounted cash flow model and (ii) the reasonableness of the discount rates assumption.

Addressing the matter involved performing

procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) testing management’s process for developing the fair value estimate of the

(ii) evaluating the appropriateness of the models used by management;

(iii) testing the completeness and accuracy and

relevance of the underlying data used in the models;

and (iv) evaluating the reasonableness of the significant assumptions used by

management related to amount and timing of projected future cash flows, discount rates and control premium.

management’s assumptions related to the discount rates and control premium involved evaluating whether the assumptions used by

management were reasonable considering the consistency with external market and industry data.

Professionals with specialized skill

and knowledge were used to assist in evaluating (i) the appropriateness of the models, and (ii) the reasonableness of the discount

rates assumptions.

/s/ Kesselman & Kesselman

Certified Public Accountants (Isr.)

A member of PricewaterhouseCoopers International Limited

A member firm of PricewaterhouseCoopers International Limited

Tel-Aviv, Israel

February 19, 2026

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

CONSOLIDATED BALANCE SHEETS

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

(USD in thousands, except share and per share

As of December 31,

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Restricted cash

Property and equipment, held for sale

Other current assets

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CONSOLIDATED BALANCE SHEETS

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

(USD in thousands, except share and per share

As of December 31,

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Other account payables

Current portion of long-term debt

Total current liabilities

Non-current liabilities

Contract liability

Long-term debt, net of current portion

Operating lease liabilities, net of current portion

Other liabilities

Private Placement Warrants

Total non-current liabilities

Commitments and Contingencies (Note 8)

Stockholders’ equity

Stockholders’ equity (capital deficiency)

Preferred Stock, $ 0.0001 par value;

Authorized - 1,000,000 shares as of December 31, 2025 and December 31, 2024.

Issued and outstanding – 147,735 as of December 31, 2024.

No shares issued and outstanding as of December 31, 2023.

Issued and outstanding – 147,512 as of December 31, 2025 and 147,735 shares as of December 31, 2024.

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

- 750,000,000 shares as of December 31, 2024 and 120,000,000 shares as of December 31, 2023.

Issued and outstanding – 18,176,661

and 4,723,380 as of December 31, 2024 and December 31, 2023, respectively.

Authorized - 750,000,000 shares as of December 31, 2025 and December 31, 2024.

Issued and outstanding – 1,593,703 and 1,023,010 as of December 31, 2025 and December 31, 2024, respectively.

Additional paid in capital

Accumulated deficit

Total Stockholders’ equity

(*) All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split as discussed in Note 12A.

Total Stockholders’ equity (capital deficiency)

share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.

The accompanying notes are an integral part

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CONSOLIDATED STATEMENTS OF OPERATIONS

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

(USD in thousands, except share and per share

Year ended December 31,

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General and administrative expenses

Gain from early lease termination

Goodwill impairment

IPR&D impairment

Long-lived assets impairment

Other long-lived assets impairment

Operating loss

Other expense (income)

Interest expenses

Finance expense (income), net

Income from change in fair value of Private Placement Warrants

Finance expense , net

Income from change in fair value of warrants

Loss before tax

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of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CAPITAL DEFICIENCY)

(USD in thousands, except share and per share

Preferred Shares

Balance as of January 1, 2023

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

Reissuance of treasury stock (***)

Stock-based compensation expenses

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

Balance as of December 31, 2023

Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost (**)

Exercise of Pre-Funded Warrants into shares of Common Stock

Issuance of Common Stock under an Open Market Offering Agreement, net of $ 1 issuance costs (**)

Issuance of Redeemable Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs (**)

Redeemable Convertible Preferred Shares conversion into shares of Common Stock

Issuance of Common Stock upon restricted stock units (“RSUs”) vesting

Stock-based compensation expenses

Balance as of December 31, 2024

as of January 1, 2024

of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost (**)

Exercise of Pre-Funded

Warrants into shares of Common Stock

of Common Stock under an Open Market Offering Agreement, net of issuance costs (**)

of Redeemable Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs (**)

Convertible Preferred Shares conversion into shares of Common Stock

of Common Stock upon restricted stock units (“RSUs”) vesting

Stock-based compensation

as of December 31, 2024

of Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants under the February 2025 SPA, net of issuance costs

of Common Stock under the Inducement Letter Agreements (**)

of Private Pre-Funded Warrants and Common Warrants (**)

of options to Common Stock (***)

restricted stock units (***)

of Common Stock under the At the Market Sales Agreement, net of issuance costs (**)

of Redeemable Convertible Preferred Shares into Common Stock (**)

compensation expenses

as of December 31, 2025

(*) Less than $1.

(**) See note 12A .

(***) See note 7A.

(***) See note 12B.

(****) All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.

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Stock-based compensation

Amortization of debt issuance costs

Finance income, net

Gain from early lease termination

Finance expense (income), net

Revaluation of contingent consideration

Income from change in fair value of Private Placement Warrants

Income from change in fair value of warrants

Private Placement Warrants issuance cost

3 unchanged sentences

IPR&D impairment

Long-lived assets impairment

Other long-lived asset impairment

Changes in operating assets and liabilities:

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Cash and restricted cash acquired from the APT acquisition

Proceeds from short-term deposits

Purchase of property and equipment

2 unchanged sentences

CASH FLOWS – FINANCING ACTIVITIES

Issuance of Common Stock and warrants under February 2023 PIPE

Issuance costs from February 2023 PIPE

Issuance of Common Stock under February 2025 SPA

February 2025 SPA issuance costs

Issuance of Common Warrants under February 2025 SPA

Issuance of Common Stock under Inducement Letter Agreements

Pre-Funded Warrants exercise

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CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(USD in thousands, except share and per share

Year ended December 31,

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Cash paid for interest

Taxes paid in Israel

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:

Lease liability and Operating lease right-of-use asset remeasurement

Derecognition of right-of-use asset as a result of operating lease termination

Derecognition of lease liability as a result of operating lease termination

Property and equipment purchases included in accounts payable

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

General information:

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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 diabetic

foot osteomyelitis.

designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts, at this point, on diabetic foot infections.

BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets.

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

On March 6, 2024, the Company entered into an

agreement and plan of merger (the “Merger Agreement”) with Adaptive Phage Therapeutics Inc., a Delaware corporation

(“APT”), and certain other parties, as a result of which APT became a wholly-owned subsidiary of the Company (the

“Acquisition”).

See note 1D for further information regarding the Acquisition.

Additionally, on March 15, 2024,

concurrently with the consummation of the Acquisition, the Company consummated a private placement (the “March 2024

PIPE”) with certain investors for aggregate gross proceeds of approximately $ 50,000 .

See Note 12A for further information

regarding the March 2024 PIPE.

On August 8, 2024, the Board of Directors

approved a 1-for-10 reverse stock split of the Company’s shares of Common Stock (the “Reverse Split”), effective on

August 26, 2024.

On August 24, 2025, BiomX Israel

filed an application with the Israeli Registrar of Companies for the expedited voluntary liquidation of its subsidiary, RondinX Ltd.

which became effective on December 3, 2025.

As of that date, RondinX had no significant operations.

On November 13, 2025, the Board of

Directors approved a 1-for-19 reverse stock split of the Company’s shares of Common Stock (the “2025 Reverse Stock Split”),

effective on November 25, 2025.

See Note 12A for further information.

The war with Hamas and Hezbollah

On October 7, 2023, an unprecedented attack was

launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the

Gaza Strip and in other areas within the state of Israel attacking civilians and military targets while simultaneously launching

extensive rocket attacks on the Israeli population.

These attacks resulted in extensive deaths, injuries and kidnapping of civilians

and soldiers.

In response, the Security Cabinet of the State of Israel declared war against Hamas and a military campaign against

these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

In addition, Hezbollah, an

Islamist terrorist group that controls large portions of southern Lebanon, and Iran attacked military and civilian targets in

Israel, both directly and through proxies such as the Houthi movement in Yemen, armed groups in Iraq and other terrorist

organizations.

Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations

targeting certain Syrian military assets, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported

Although a ceasefire agreement has been reached with Lebanon (with respect to Hezbollah) there is no assurance that this

agreement will be upheld.

Military activity and hostilities continue to exist at varying levels of intensity, and the situation

remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations

and possibly other countries.

Furthermore, the fall of the Assad regime in Syria may create additional geopolitical instability in

BiomX headquarters are located in Ness Ziona, Israel, as

well as most of its operations.

In addition, most of the key employees and officers are residents of Israel.

Accordingly, political, economic

and military conditions in Israel and the surrounding region may directly affect its business.

While a few employees of the Company were called to reserve

duty in the Israel Defense Forces, the ongoing war with Hamas and Hezbollah has not, since its inception, materially impacted BiomX’s

business or operations.

Furthermore, BiomX does not expect any delays to its programs as a result of the situation.

However, since this

is an event beyond the Company’s control, its continuation or cessation may affect our expectations.

The Company continues to monitor

its ongoing activities and will make any needed adjustments to ensure continuity of its business.

In December 2025, BiomX Israel commenced insolvency proceedings

in Israel, following the announcement on December 8, 2025, of its discontinuation of the ongoing Phase 2b clinical trial of nebulized

phage therapy BX004 in patients with cystic fibrosis associated with chronic Pseudomonas aeruginosa infections.

BiomX Israel implemented cost-cutting measures including a significant reduction in workforce.

On January 25, 2026, the Central District

Court in Lod, Israel, appointed a trustee (the “Trustee”) to BiomX Israel to handle the administration of the insolvency proceedings.

See further information in Note 19B.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

GENERAL (Cont.)

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the foreseeable future.

The Company plans to continue to fund its ongoing operations, as well as other development activities relating

to additional product candidates, through issuance of debt and/or equity securities, loans, and government grants.

Management believes

that its current funds, including the $ 12,000 raised in February 2025 as described in Note 19, are not sufficient to fund its operations

for at least one year from the issuance date of these financial statements.

Increased research and development, clinical, or operating

expenses may require additional funding or expense postponement.

The Company’s ability to raise capital is subject to market conditions

and other aspects, which may affect the terms and availability of such funding.

These factors raise substantial doubt about the Company’s

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.

The Company plans to continue to fund its operations, as well as other development activities relating to additional

product candidates, or other strategic alternatives through issuance of debt and/or equity securities, loans, and government grants.

believes that its current funds, including the $ 3,000 raised in January 2026 as described in Note 19A, will be sufficient to fund

its operations for only several months following the issuance date of these financial statements.

The Company’s ability to raise

capital is subject to market conditions and other aspects, which may affect the terms and availability of such funding and there is no

assurance that the Company will be successful in such processes.

As mentioned in Note 1A, BiomX Ltd has entered into insolvency proceedings

in Israel in December 2025, following the discontinuation of the Phase 2b clinical trial of nebulized phage therapy BX004 in patients

with cystic fibrosis and is currently working under a trustee appointed by the court.

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.

APT was a U.S.-based privately held, clinical-stage

biotechnology company pioneering the development of phage-based therapies to combat bacterial infection.

As a result of the Acquisition,

the Company has a pipeline that includes two Phase 2 assets each aimed at treating serious infections with unmet medical needs.

On March 15, 2024, the effective date

of the Acquisition (the “Closing Date”), APT’s former stockholders were issued an aggregate of 916,497 shares of the

Company’s Common Stock, 40,470 Redeemable Convertible Preferred Shares and Warrants to purchase up to an aggregate of 216,650 shares

of the Company Common Stock (“Merger Warrants”).

Each share of Redeemable Convertible Preferred Shares is convertible into

an aggregate of 100 shares, after giving effect to the Reverse Split of Common Stock.

The Merger Warrants became exercisable at any

time after the date of the receipt of BiomX stockholder approval, which was obtained on July 9, 2024, at an exercise price of $ 50.00 per

share and will expire on January 28, 2027 .

On July 9, 2024, the Company’s stockholders approved the conversion of the Redeemable

Convertible Preferred Shares into shares of Common Stock and the issuance of shares of Common Stock upon the exercise of the Merger Warrants.

The Redeemable Convertible Preferred

Shares are entitled to receive dividends on shares of the Redeemable Convertible Preferred Shares equal to, on an as-if-converted-to Common-Stock

basis, and in the same form as, dividends actually paid on shares of the Common Stock.

Except as otherwise required by law or with respect

to the Redeemable Convertible Preferred Shares protective provisions set forth in the Company’s Certificate of Designations, the

Redeemable Convertible Preferred Shares does not have voting rights.

At the Closing Date, the Redeemable

Convertible Preferred Shares were classified as temporary equity in accordance with the provisions of ASC 480-10-S99, as they included

clauses that could constitute redemption clauses that were subject to the Company’s stockholder approval and outside of the Company’s

On July 9, 2024 the Company’s stockholders approved, among other things, the conversion of the Redeemable Convertible Preferred

Shares into shares of Common Stock, which led the Company to determine that the Redeemable Convertible Preferred Shares meet the definition

of permanent equity as the Company is able to control the redemption.

Therefore, the Redeemable Convertible Preferred Shares were reclassified

On July 15, 2024, 109,152 Redeemable Convertible Preferred Shares that were issued under the Acquisition and the March 2024

PIPE were converted into 10,915,200 shares of the Company’s Common Stock according to beneficial ownership limitations set by certain

Immediately following the Acquisition,

and without taking into account the PIPE Preferred Shares and the Private Placement Warrants, each as defined below, the Company’s

stockholders prior to the Acquisition owned approximate 55 % the Company and APT’s stockholders prior to the Acquisition owned approximately

On March 6, 2024, the Company, entered

into an agreement and plan of merger (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”), and APT.

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 (collectively, the “Acquisition”).

APT was a U.S.-based privately held, clinical-stage biotechnology company pioneering

the development of phage-based therapies to combat bacterial infection.

See further information regarding the consideration transferred

to APT’s former stockholders in Note 12A.

On March 15, 2024, the effective date of the Acquisition

(the “Closing Date”), APT’s former stockholders were issued an aggregate of 48,237 shares of the Company’s Common

Stock, 40,470 Redeemable Convertible Preferred Shares and warrants to purchase up to an aggregate of 11,403 shares of the Company Common

Stock (“Merger Warrants”).

See further information in Note 12A.

July 9, 2024 the Company’s stockholders approved, among other things, the conversion of the Redeemable Convertible Preferred Shares

into shares of Common Stock.

On July 15, 2024, 109,152 Redeemable Convertible Preferred Shares were converted into 574,484 shares of

the Company’s Common Stock according to beneficial ownership limitations set by certain investors.

During the year ended December

31, 2025, 223 Redeemable Convertible Preferred Shares were converted into 1,174 shares of the Company’s Common Stock according

to beneficial ownership limitations set by certain investors .

Immediately following the Acquisition, and without taking

into account the PIPE Preferred Shares and the Private Placement Warrants, each as defined in Note 12A below, the Company’s stockholders

prior to the Acquisition owned approximate 55 % the Company and APT’s stockholders prior to the Acquisition owned approximately

45 % of the Company.

The Acquisition-related transaction costs are accounted

for as expenses in the period in which the costs are incurred.

For the year ended December 31, 2024, the Company incurred transaction

costs of $ 888 which were included in general and administrative expenses in the consolidated statements of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

GENERAL (Cont.)

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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.

The Acquisition-related transaction

costs are accounted for as expenses in the period in which the costs are incurred.

For the year ended December 31, 2024, the Company incurred

transaction costs of $ 888 which were included in general and administrative expenses in the consolidated statements of operations.

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.

Purchase Price Allocation

The following sets forth the fair value

of acquired identifiable assets and assumed liabilities of APT, after considering measurement period adjustment as described

below, which includes adjustments to reflect the fair value of intangible assets acquired as of March 15, 2024:

The following sets forth the fair value of acquired identifiable

assets and assumed liabilities of APT, after considering measurement period adjustment as described below, which includes

adjustments to reflect the fair value of intangible assets acquired as of March 15, 2024:

Cash and cash equivalents

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Total consideration

The fair value estimate for all identifiable

assets and liabilities assumed is based on assumptions that market participants would use in pricing an asset, based on the most advantageous

market for the asset (i.e., its highest and best use).

The Company recognized intangible assets

related to the Acquisition, which consist of IPR&D valued at $ 15,287 using the Multi-Period Excess Earnings Method valuation method

and of goodwill valued at $ 501 .

The goodwill is primarily attributed to the expected synergies from combining the operations of APT with

the Company’s operations and to the assembled workforce of APT.

The IPR&D is considered indefinite lived until the completion

or abandonment of the associated research and development efforts.

Upon successful completion of the project, IPR&D assets are reclassified

to developed technology and amortized over their estimated useful lives.

The fair value estimate for all identifiable assets and

liabilities assumed is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market

for the asset (i.e., its highest and best use).

The Company recognized intangible assets related to the

Acquisition, which consist of IPR&D valued at $ 15,287 using the Multi-Period Excess Earnings Method valuation method and of goodwill

valued at $ 501 .

The goodwill is primarily attributed to the expected synergies from combining the operations of APT with the Company’s

operations and to the assembled workforce of APT.

The IPR&D is considered indefinite lived until the completion or abandonment of

the associated research and development efforts.

Upon successful completion of the project, IPR&D assets are reclassified to developed

technology and amortized over their estimated useful lives.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

GENERAL (Cont.)

Merger Agreement (Cont.)

During the year ended December 31,

2024, the Company made a measurement period adjustment to the purchase price allocation, which resulted in an increase to goodwill of

The increase resulted from a provision for a contingency not provided in the initial purchase price allocation, following a

settlement agreement between APT and Oyster Point Pharma, Inc.

(“Oyster”) in connection with the Collaboration and Option

Agreement signed in May 2021 as discussed in Note 8A.

During the year ended December 31, 2024, the Company made

a measurement period adjustment to the purchase price allocation, which resulted in an increase to goodwill of $ 300 .

The increase resulted

from a provision for a contingency not provided in the initial purchase price allocation, following a settlement agreement between

APT and Oyster Point Pharma, Inc.

(“Oyster”) in connection with the Collaboration and Option Agreement signed in May 2021

as discussed in Note 8A.

The fair value of assets acquired and liabilities assumed have been finalized.

the year ended December 31, 2024, the Company recorded a full goodwill impairment in the amount of $ 801 and IPR&D impairment of $ 3,237 .

See Note 11 for further information

These intangible assets are classified

as Level 3 measurements within the fair value hierarchy.

The following table summarizes the

fair value of the consideration transferred to APT shareholders for the Acquisition:

regarding the impairment recorded for the IPR&D and goodwill.

These intangible assets are classified as Level 3 measurements

within the fair value hierarchy.

The following table summarizes the fair value of the consideration

transferred to APT shareholders for the Acquisition:

Redeemable Convertible Preferred Shares

Merger Warrants

The fair value of shares of Common

Stock issued by the Company was determined using the Company’s closing trading price on the Closing Date adjusted by a discount

for lack of marketability (“DLOM”) of 9.4 % as a registration statement was filed within 45 days.

The fair value of Redeemable

Convertible Preferred Shares was determined using the Company’s closing trading price on the Closing Date adjusted by a DLOM of

14.9 % as the conversion of the Redeemable Convertible Preferred Shares to shares of Common Stock was subject to the stockholder approval,

which was obtained on July 9, 2024.

The Company determined the fair value of the Merger Warrants using the Black-Scholes model as of the

Closing Date.

The main assumptions used are as follows:

The fair value of shares of Common Stock issued by the

Company was determined using the Company’s closing trading price on the Closing Date adjusted by a discount for lack of marketability

(“DLOM”) of 9.4 % as a registration statement was filed within 45 days.

The fair value of Redeemable Convertible Preferred

Shares was determined using the Company’s closing trading price on the Closing Date adjusted by a DLOM of 14.9 % as the conversion

of the Redeemable Convertible Preferred Shares to shares of Common Stock was subject to the stockholder approval, which was obtained

on July 9, 2024.

The Company determined the fair value of the Merger Warrants using the Black-Scholes model as of the Closing Date.

main assumptions used are as follows:

Underlying value of Common Stock ($)

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Risk-free interest rate (%)

The actual APT net loss included in

the Company’s consolidated statements of operations for the year ended December 31, 2024, is as follows:

The actual APT net loss included in the Company’s

consolidated statements of operations for the year ended December 31, 2024, is as follows:

Net loss attributable to APT*

* Including impairments loss related to goodwill, IPR&D and long-lived assets of $ 801 , $ 3,237 and $ 4,046 , respectively.

The unaudited pro forma financial information

below summarizes the combined results of operations for BiomX Inc.

(including its wholly owned subsidiaries, BiomX Israel and RondinX

Ltd.) and APT.

The unaudited pro forma financial information includes adjustments to reflect certain business combination effects, including:

The unaudited pro forma financial

information below summarizes the combined results of operations for BiomX Inc.

(including its wholly owned subsidiaries, BiomX Israel

and RondinX Ltd.) and APT.

The unaudited pro forma financial information includes adjustments to reflect certain business combination

effects, including:

acquisition-related costs incurred by both parties and reversal of certain costs incurred by BiomX Inc.

which would not have been incurred

had the acquisition occurred on January 1, 2023.

The unaudited pro forma financial information as presented below is for informational

purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Acquisition had taken

place at the beginning of fiscal 2023.

not have been incurred had the acquisition occurred on January 1, 2024.

The unaudited pro forma financial information as presented below

is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the

Acquisition had taken place at the beginning of fiscal 2024.

The following unaudited table provides

certain pro forma financial information for the year ended December 31, 2025, as if the Acquisition occurred on January 1, 2024:

pro forma amounts above are derived from historical numbers of the Company and APT.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

GENERAL (Cont.)

Merger Agreement (Cont.)

The following unaudited table provides

certain pro forma financial information for the Company as if the Acquisition occurred on January 1, 2023:

The pro forma amounts above are derived from historical numbers of the Company and APT.

SIGNIFICANT ACCOUNTING POLICIES

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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, APT and RondinX Ltd.

All intercompany accounts and transactions

have been eliminated in consolidation.

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, APT and RondinX Ltd., through the date of the voluntary

liquidation of RondinX Ltd.

on December 3, 2025.

All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates in the preparation of financial statements

3 unchanged sentences

The most significant

estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of stock-based

compensation awards, purchase price allocation related to the Acquisition, Private Placement Warrants fair value revaluation and estimates

used in the IPR&D impairment assessment for calculating the fair value of the Company’s asset.

These estimates and assumptions

are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results

of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are

not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates.

The full extent to which the Israel’s war with Hamas

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

on future developments that are uncertain, as well as the economic impact on local, regional, national and international markets.

estimates in the Company’s financial statements relate to accruals for research and development expenses, business combination,

warrants fair value revaluation and estimates used in the IPR&D impairment assessment for calculating the fair value of the Company’s

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.

Functional currency and foreign currency translation

5 unchanged sentences

balances, respectively.

For non-USD transactions and other items in the consolidated statements of operations (indicated below), the following

exchange rates are used:

For non-USD transactions and other items in the consolidated statements of operations (indicated below), the

following exchange rates are used:

(i) for transactions – exchange rates at transaction dates or average exchange rates;

and (ii) for other

items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates.

transaction gains and losses are presented in financial expense (income), net as appropriate.

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 expense (income), net as appropriate.

Cash and cash equivalents and restricted cash

The Company considers cash equivalents to be all short-term,

highly liquid investments, which include money market funds, that are not restricted as to withdrawal or use, and short-term bank deposits

with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily

convertible to known amounts of cash.

Restricted cash consists of funds that are contractually restricted to a credit line for outstanding

short-term foreign exchange contracts and bank guarantee due to rental agreements.

The Company has presented restricted cash separately

from cash and cash equivalents in the consolidated balance sheets.

The Company includes its restricted bank deposits in cash and cash

equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statement of cash flows.

highly liquid investments, which include money market funds, that are not restricted as to withdrawal or use and are readily convertible

to known amounts of cash.

Restricted cash consists of bank guarantee due to rental agreement and as of December 31, 2024, funds that were

contractually restricted to a credit line for outstanding short-term foreign exchange contracts.

The Company has presented restricted

cash separately from cash and cash equivalents on the consolidated balance sheets.

The Company includes its restricted bank deposits in

cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statement of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

19 unchanged sentences

Leasehold improvements Shorter of lease term or useful life

Long-lived assets

Other long-lived asset impairment

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

3 unchanged sentences

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

See Note 11 for information regarding

impairment charges recognized during the year ended December 31, 2024.

See Note 11 for information

regarding impairment charges recognized during the years ended December 31, 2025 and 2024.

The Company accounts for income taxes using the asset and

3 unchanged sentences

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.

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, 2025 and 2024, the Company had a full valuation allowance against deferred tax assets.

16 unchanged sentences

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.

The Company recognizes

these derivative instruments as either assets or liabilities in the consolidated balance sheets at their fair value.

Derivatives in a

gain position are reported in other current assets in the consolidated balance sheets and derivatives in a loss position are recorded

as other current liabilities in the consolidated balance sheets.

As of December 31, 2024, the Company had outstanding short-term foreign

exchange contracts for the exchange of USD to NIS in the amount of approximately $ 2,413 with a fair value asset of $ 19 .

As of December

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 .

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.

Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at their fair value.

Derivatives in a gain position are reported in other current assets in the consolidated balance sheets and derivatives in a loss position

are recorded as other current liabilities in the consolidated balance sheets.

As of December 31, 2025, the Company had no outstanding

foreign exchange contracts.

As of December 31, 2024, the Company had outstanding short-term foreign exchange contracts for the exchange

of USD to NIS in the amount of approximately $ 2,413 with a fair value asset of $ 19 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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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

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.

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Money market funds

Foreign exchange contracts receivable

Contingent consideration

Private Placement Warrants

December 31, 2024

3 unchanged sentences

Contingent consideration

The changes in the fair value of the

Company’s Private Placement Warrants which are measured as Level 3 and on a recurring basis are as follows:

Beginning balance

Private Placement Warrants

Change in fair value

Ending balance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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due to their short-term nature.

The Company determined the fair

value of the liabilities for the contingent consideration based on a probability discounted cash flow analysis.

This fair value

measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair

value hierarchy.

The fair value of the contingent consideration is based on several factors, such as:

the attainment of future

clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary

sclerosing cholangitis (“PSC”).

The discount rate applied ranged from 3.58 % to 4.52 %.

The contingent consideration is

evaluated quarterly, or more frequently, if circumstances dictate.

Changes in the fair value of contingent consideration are

recorded in consolidated statements of operations.

Significant changes in unobservable inputs, mainly the probability of success and

cash flows projected, could result in material changes to the contingent consideration liability.

Changes in contingent

consideration for the year ended December 31, 2024 resulted mainly from a change in the probability of success of the strategic

milestones due to the termination of the agreement with JSR Corporation (“JSR”) concerning patent rights related to the

treatment of PSC.

See Note 8D for further information.

Changes in contingent consideration for the year ended December 31, 2023

resulted from the passage of time and discount rate revaluation.

The Company determined the fair value

of the liabilities for the Private Placement Warrants using the Black-Scholes model, a Level 3 measurement, within the fair value hierarchy.

The Company determined the fair value of the liabilities for the Warrants

using the Black-Scholes model, a Level 3 measurement, within the fair value hierarchy.

The main assumptions used are as follows:

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Exercise price ($)

17.68 - 43.91

Expected volatility (%)

126.46 - 141.48

Expected terms (years)

Risk-free interest rate (%)

As of December 31, 2024, the IPR&D, right-of-use asset

and leasehold improvements were assessed for impairment and measured at fair value, as described in Note 11 below.

The changes in the fair value of the Company’s Warrants

which are measured as Level 3 and on a recurring basis are as follows:

Beginning balance

Issuance of Private Placement Warrants

Issuance of Common Warrants

Repricing of warrants under the Inducement Letter Agreements (*)

Common Warrants exercise

Change in fair value

Ending balance

(*) Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss.

See Note 12A for further information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Fair value of financial instruments (Cont.)

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.

Changes in the fair value of contingent consideration are

recorded in consolidated statements of operations.

Following BiomX Israel’s filing

for the commencement of insolvency proceedings, the Company concluded that the likelihood

of achieving the milestones is remote;

therefore, the fair value of the contingent consideration

See note 8E for further information.

As of December 31, 2025, the IPR&D and Property and equipment were

assessed for impairment and measured at fair value, as described in Note 11 below.

Defined contribution plans

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with respect to these contributions were $ 354 and $ 389 for the years ended December 31, 2025 and 2024, respectively.

The Company expects

to contribute approximately $ 348 in the year ending December 31, 2025 to insurance companies in connection with its expected severance

liabilities for the year.

employees the Company has a defined contribution

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who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.

The Company has not elected to match any of the employees’ deferral.

The Company has not elected to match any of the employees’

During the years ended December 31, 2025 and 2024 the Company did not record any expenses for 401(k) match contributions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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within equity.

When the Company issues preferred

shares, it first considers the provisions of ASC 480, in order to determine whether the preferred shares should be classified as a liability.

If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to

determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions

of ASC 480-10-S99.

The Company reassesses the classification of a contract over its own equity under the guidance above at each balance

If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the

date of the event that caused the reclassification.

See Note 1D regarding the reclassification of the Redeemable Convertible Preferred

When the Company issues warrants,

it first considers the provisions of ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”) in order

to determine whether the warrants should be classified as equity.

Equity classification is permitted when warrants are indexed to the

Company’s own shares and meet the classification requirements for stockholders’ equity classification under ASC 815-40.

the warrants are not within the scope of ASC 815-40, the Company accounts for the warrants in accordance with the guidance contained in

Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not

meet the criteria for equity treatment and must be recorded as derivative liabilities.

Accordingly, the Company classifies the Private

Placement Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period.

This liability

is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized

in the consolidated statements of operations.

See Note 12A for further information regarding the Private Placement Warrants.

When the Company issues preferred shares, it first considers

the provisions of ASC 480, in order to determine whether the preferred shares should be classified as a liability.

If the instrument

is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether

it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99.

The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date.

If classification

changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused

the reclassification.

When the Company issues warrants, it first considers the

provisions of ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether

the warrants should be classified as equity.

Equity classification is permitted when warrants are indexed to the Company’s own

shares and meet the classification requirements for stockholders’ equity classification under ASC 815-40.

If the warrants are not

within the scope of ASC 815-40, the Company accounts for the warrants in accordance with the guidance contained in Accounting Standards

Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for

equity treatment and must be recorded as derivative liabilities.

Accordingly, the Company classifies the Private Placement Warrants as

liabilities at their fair value and adjusts the warrants to fair value at each reporting period.

This liability is subject to re-measurement

at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the consolidated

statements of operations.

Research and development expenses, net

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per share, as the Company considers these shares to be exercised for little to no additional consideration.

The calculation excludes shares

of Common Stock purchased by the Company and held as treasury shares.

Diluted loss per share is computed by dividing net loss by the weighted

average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would have been outstanding

if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings

The Company computes net loss per

share using the two-class method required for participating securities.

The two-class method requires income available to common stockholders

for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive

dividends as if all income for the period had been distributed.

The Company considers its Redeemable Convertible Preferred Shares to be

participating securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributed

to the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares of

Common Stock.

These participating securities do not contractually require the holders of such shares to participate in the Company’s

The calculation excludes

shares of Common Stock purchased by the Company and held as treasury shares.

Diluted loss per share is computed by dividing net loss

by the weighted average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that

would have been outstanding if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance

with ASC 260-10 “Earnings per Share.”

The Company computes net loss per share using the two-class

method required for participating securities.

The two-class method requires income available to common stockholders for the period to

be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if

all income for the period had been distributed.

The Company considers its Redeemable Convertible Preferred Shares to be participating

securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributed to

the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares of Common

These participating securities do not contractually require the holders of such shares to participate in the Company’s losses.

As such, net loss for the periods presented was not allocated to the Company’s participating securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

8 unchanged sentences

graded vesting method.

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

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

The Company recognizes stock-based

7 unchanged sentences

significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised

The Company uses an average historical stock price volatility based on a combined weighted average of the Company’s

historical average volatility and that of a selected peer group of comparable public companies within the biotechnology and pharmaceutical

industry that were deemed to be representative of future stock price trends as the Company does not have a sufficient historical trading

history of its own Common Stock.

The Company will continue to apply this process until a sufficient amount of historical information regarding

the volatility of its own stock price becomes available.

The Company has historically not paid dividends and has no foreseeable plans

to issue dividends.

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 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.

The Company uses an average of its historical stock price volatility.

The Company has historically not paid dividends and

has no foreseeable plans to issue dividends.

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

an equivalent term.

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

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”

6 unchanged sentences

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.

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.

10 unchanged sentences

the carrying amount of the asset and its fair value.

For leased properties where the Company

plans to cease use of the property, as well as have the intent and ability to sublease the property, the Company tests the right-of-use

asset for impairment to determine if a loss has occurred.

The carrying value of the right-of-use asset is adjusted based on the net present

value of the future cash flows expected from a sublease agreement over the remaining lease term.

We may record additional impairment losses

when we finalize executed agreement with the sublessee.

For leased properties where the Company plans to cease

use of the property, as well as have the intent and ability to sublease the property, the Company tests the right-of-use asset for impairment

to determine if a loss has occurred.

The carrying value of the right-of-use asset is adjusted based on the net present value of the future

cash flows expected from a sublease agreement over the remaining lease term.

As of December 31, 2025, the Company terminated all its

remaining lease agreements and, accordingly, no longer maintains any leased properties.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Business Combination

The Company allocates the fair value

of consideration transferred in a business combination to the assets acquired, liabilities assumed based on their fair values at the acquisition

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

The excess of

the fair value of the consideration transferred over the fair value of the assets acquired, liabilities assumed in the acquired business

is recorded as goodwill.

The fair value of the consideration transferred included equity securities.

The allocation of the consideration

transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period,

which may be up to one year from the acquisition date.

The cumulative impact of revisions during the measurement period is recognized

in the reporting period in which the revisions are identified.

The Company includes the results of operations of the businesses that it

has acquired in its consolidated results prospectively from the respective dates of acquisition.

The Company allocates the fair value of consideration transferred

in a business combination to the assets acquired, liabilities assumed based on their fair values at the acquisition date.

Acquisition-related

expenses are recognized separately from the business combination and are expensed as incurred.

The excess of the fair value of the consideration

transferred over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill.

value of the consideration transferred included equity securities.

The allocation of the consideration transferred in certain cases may

be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from

the acquisition date.

The cumulative impact of revisions during the measurement period is recognized in the reporting period in which

the revisions are identified.

The Company includes the results of operations of the businesses that it has acquired in its consolidated

results prospectively from the respective dates of acquisition.

Intangible Assets

Goodwill reflects the excess of the

consideration transferred at the business combination date over the fair values of the identifiable net assets acquired.

Goodwill is an

asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually

identified and separately recognized.

The primary items that generate goodwill include the value of the synergies between the acquired

company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

” Intangibles—Goodwill and Other” allows an entity to first assess qualitative factors to determine whether a

quantitative goodwill impairment test is necessary.

Further testing is only required if the entity determines, based on the qualitative

assessment, that it is more likely than not that the fair value is less than its carrying amount.

Otherwise, no further impairment testing

The Company’s goodwill is tested for impairment at least on an annual basis, on the last day of the third quarter of

the fiscal year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable.

When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective

reporting unit exceeds its fair value.

However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting

During the year ended December 31, 2024, the Company recorded full goodwill impairment in the amount of $ 801 .

See Note 11 for further

Intangible assets

IPR&D assets acquired in a business

combination are recognized at fair value as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets

until completion or abandonment of the associated R&D efforts.

Indefinite-lived intangible assets are reviewed for impairment at least

annually, on the last day of the third quarter of the fiscal year or whenever there is an indication that the asset may be impaired.

conduct impairment tests of IPR&D, the fair value of the IPR&D asset is compared to its carrying value.

If the carrying value

exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of the IPR&D asset exceeds its

The Company estimates the fair value of IPR&D assets using discounted cash flow valuation models, which require the use

of significant estimates and assumptions, including, but not limited to, estimating the timing of and expected costs to complete in-process

projects, projecting regulatory approvals, estimating future cash flows from product sales and developing appropriate discount rates.

During the year ended December 31, 2024, the Company recorded IPR&D impairment in amount of $ 3,237 .

IPR&D assets acquired in a business combination are

recognized at fair value as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets until completion

or abandonment of the associated R&D efforts.

Indefinite-lived intangible assets are reviewed for impairment at least annually, on

the last day of the third quarter of the fiscal year or whenever there is an indication that the asset may be impaired.

impairment tests of IPR&D, the fair value of the IPR&D asset is compared to its carrying value.

If the carrying value exceeds

its fair value, the Company records an impairment loss to the extent that the carrying value of the IPR&D asset exceeds its fair value.

During the years ended December 31, 2025 and 2024, the Company recorded IPR&D impairment in amount of $ 11,842 and $ 3,237 , respectively.

See Note 11 for further information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

1 unchanged sentence

Recently adopted accounting pronouncements

In November 2023, the Financial Accounting Standards Board

(“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting:

Improvements to Reportable

Segment Disclosures” (“ASU 2023-07”).

This guidance expands public entities’ segment disclosures primarily by

requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within

each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures

of a reportable segment’s profit or loss and assets that are currently required annually.

Public entities with a single

reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280, Segment Reporting.

guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

The amendments are required to be applied retrospectively to all prior periods presented in an

entity’s financial statements.

The Company adopted this new standard effective December 31, 2024.

See Note 18 for disclosures related

to the adoption of ASU 2023-07.

Recently issued accounting pronouncements, not yet adopted

In June 2022, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03 “Fair Value Measurement of

Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”).

ASU 2022-03 clarifies that a contractual

restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is

not considered in measuring its fair value.

ASU 2022-03 also clarifies that an entity cannot, as a separate unit of account, recognize

and measure a contractual sale restriction.

ASU 2022-03 also introduces new disclosure requirements for equity securities subject to

contractual sale restrictions.

The Company adopted ASU 2022-03 on January 1, 2025 and it did not have a material impact on its consolidated

financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income

3 unchanged sentences

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.

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.

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.

The Company implemented the new income tax disclosures retrospectively.

The implementation of ASU 2023-09 affected disclosures only and had no impact on the Company’s financial condition or results of operations.

See Note 16 Income Taxes.

Recently issued accounting pronouncements, not yet adopted

In November 2024, the FASB issued ASU 2024-03 “Income

Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires more detailed information about

specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in

certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

This ASU is effective

for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027.

adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after

the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently

evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires more detailed information

about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included

in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15,

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting

periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

In September 2025, the FASB issued ASU 2025-07 “Derivatives

Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”.

excludes from the derivative accounting certain non-exchange-traded contracts with contracts with underlying that are based on operations

or activities specific to one of the parties to the contract.

Further, the ASU clarifies that an entity should apply the guidance in ASC

606 to a contract with stock-based noncash consideration.

The guidance in other Topics (such as ASC 815 or ASC 321) does not apply to

such consideration unless and until the entity’s right to receive or retain the consideration is unconditional.

The ASU is effective

for annual periods beginning after December 15, 2026 and interim periods within those annual periods.

Early adoption is permitted.

amendment can be applied either prospectively to new contracts entered into on or after the date of adoption or on a modified retrospective

basis through cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period

The Company is in the process of evaluating the effects of the ASU on its contracts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

OTHER CURRENT ASSETS

4 unchanged sentences

Grants receivables

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, HELD FOR SALE

Composition of assets, grouped by major classifications,

6 unchanged sentences

Total property and equipment

Accumulated depreciation and amortization

Accumulated depreciation

Total property and equipment, net

1 unchanged sentence

ended December 31, 2025 and 2024, respectively.

The Company incurred an impairment loss to its leasehold improvements of $ 530 associated

with its right-of-use asset for the year ended December 31, 2024.

Following BiomX Israel’s notice to the lessor, in

July 2025, that it would not exercise the option to extend the lease for its office space in Ness Ziona, Israel, as described in Note

5, the Company accelerated the depreciation of leasehold improvements associated with this lease.

In addition, in connection with BiomX

Israel’s filing for the commencement of insolvency proceedings, BiomX Israel sold all of its property and equipment subsequent

to the balance sheet date.

Accordingly, the Company recorded an impairment to reflect the sale proceeds in the amount of $ 496 .

On December 31, 2025, APT signed an amendment to the lease

agreement with the landlord to terminate the lease agreement as described in Note 5.

Accordingly, the Company accelerated the depreciation

of leasehold improvements associated with the lease.

Additionally, APT intends to dispose all of its property and equipment.

purchase offers received for its equipment, APT determined that the expected sale proceeds are negligible and wrote down the full carrying

amount of the assets.

For the year ended December 31, 2024, the Company incurred

an impairment loss to its leasehold improvements of $ 530 associated with its right-of-use asset.

Refer to Note 11 for additional information.

In September 2020, BiomX Israel entered into a lease agreement

for office space in Ness Ziona, Israel for five years beginning on September 1, 2020, with an option to extend for an additional period

until November 30, 2030.

The monthly lease payments under the lease agreement are approximately $ 56 .

As part of the agreement, the lessor

reimbursed BiomX Israel for costs incurred for leasehold improvements by a pre-defined amount.

BiomX Israel will pay back the reimbursed

amount with interest during the entire contract term.

As a result, the Company recognized a lease incentive asset in an amount of

$ 1,030 that is deducted from the operating lease right-of-use asset.

The operating lease right-of-use assets and operating lease liabilities

contemplate the option period.

As 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.

In August 2022, BiomX Israel entered into a sublease agreement

for a portion of its office space in Ness Ziona, Israel.

The agreement was for a period of two years beginning on August 15, 2022.

monthly lease payments under the agreement were approximately $ 29 .

The monthly lease proceeds are recorded as other income in the consolidated

statements of operations.

The sublease agreement was terminated in September 2024.

In September 2020, BiomX Israel entered into a five-year

lease for office space in Ness Ziona, Israel, commencing September 1, 2020, with an option to extend until November 30, 2030.

reimbursed BiomX Israel for leasehold improvement costs, which BiomX Israel will repay with interest over the lease term, resulting in

recognition of a $ 1,030 lease incentive asset deducted from the operating lease right-of-use asset.

The lease assets and liabilities

included the option period.

In July 2025, BiomX Israel notified the lessor of its intention

not to exercise the option to extend the lease agreement for an additional five-year period beginning on December 1, 2025, related to

its office space in Ness Ziona, Israel.

BiomX Israel accounted for the decision not to exercise the extension option as a triggering

event under ASC 842, “Leases”, and remeasured the lease liability as an adjustment to the operating lease right-of-use asset

associated with the lease.

At the effective date of remeasurement, BiomX Israel recorded an adjustment to the right-of-use asset and

lease liability in the amount of $ 2,487 based on the net present value of lease payments discounted.

As of December 31, 2025, BiomX Israel

no longer leases the office space;

however, it is still required to repay the lessor the remaining balance of previously reimbursed leasehold

improvements costs, amounting to approximately $ 636 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

LEASES (Cont.)

4 unchanged sentences

to the APT Lease Agreement.

Pursuant to the amendment, the leased area was decreased to 25,894 square feet (the “Remaining Area”),

effective as of December 31, 2024.

Following the amendment, the revised monthly lease payments are approximately $ 155 .

In exchange, APT

was required to pay a relinquished premises fee in an amount equal to $ 1,500 within 10 business days following March 15, 2024.

the Company issued the Landlord warrants (the “Landlord Warrants”) to purchase up to an aggregate of 25,000 shares of the

Company’s Common Stock at an exercise price of $ 50.00 per share.

The Landlord Warrants became exercisable on July 9, 2024, and will

expire on January 28, 2027.

The amendment also included a one-time option to early terminate the lease agreement on February 28, 2029

with respect to the Remaining Area under certain terms.

The execution of the early termination will require APT to pay a termination fee

The operating lease right-of-use assets and operating lease liabilities contemplate the termination option.

For the year ended

December 31, 2024, the Company recognized an impairment charge in relation to its right-of-use asset.

Pursuant to the amendment, the leased area and the monthly fees were reduced.

The Company issued the Landlord

warrants (the “Landlord Warrants”) to purchase up to an aggregate of 1,316 shares of the Company’s Common Stock at

an exercise price of $ 950.00 per share.

The Landlord Warrants became exercisable on July 9, 2024, and will expire on January 28, 2027.

On December 31, 2025, APT and the Landlord executed an

amendment to the APT Lease Agreement to terminate the lease.

Pursuant to the amendment, the Landlord applied a security deposit of $ 154 ,

and the Company became obligated to deposit $ 800 into a designated escrow account in connection with the lease termination.

As of December

31, 2025, the Company had deposited $ 300 into the escrow account.

In January 2026, the remaining balance of $ 500 was deposited into the

escrow account and subsequently released to the Landlord.

As a result of the termination, the Company recognized a gain of $ 2,949 from

lease termination for the period ended December 31, 2025, reflecting the derecognition of the related right-of-use asset and lease liability,

and the total consideration that will be paid in connection with the termination.

For the year ended December 31, 2024, the Company recognized

an impairment charge of $ 3,516 in relation to its right-of-use asset.

See Note 11 for further information.

Lease expenses recorded in the consolidated statements of

operations were $ 3,543 and $ 628 for the years ended December 31, 2024 and 2023, respectively.

Lease expenses recorded in the consolidated statements

of operations were $ 1,967 and $ 3,543 for the years ended December 31, 2025 and 2024, respectively.

Supplemental cash flow information related to operating

1 unchanged sentence

Cash payments for operating leases

As of December 31, 2024, BiomX Israel's operating leases

had a weighted average remaining lease term of 5.9 years and a weighted average discount rate of 6 %.

APT’s operating leases had

a weighted average remaining lease term of 4.1 years and a weighted average discount rate of 13.67 %.

The maturity analyses of both operating

leases as of December 31, 2024 were as follows:

Total operating lease payments

Less imputed interest

Total operating lease liability balance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(USD in thousands, except share and per share

OTHER ACCOUNT PAYABLES

4 unchanged sentences

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, 570 shares of Common Stock held by the stockholder were restricted and allocated to the Company and were accounted as an acquisition of treasury stock by the Company at an amount equal to the loan.

In 2022, the loan was repaid by the stockholder to the Company.

During the year ended December 31, 2023, the shares of Common Stock were transferred to the stockholder and were accounted as reissuance of treasury stock.

Refer to note 12B regarding stock options granted to related parties.

Refer to note 12A regarding a Securities Purchase Agreement with institutional investors.

Refer to note 12B regarding stock options granted to

related parties.

Refer to note 12A regarding a Securities Purchase Agreement

with institutional investors.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

On January 13, 2025, APT paid Oyster $ 300 according to the Settlement Agreement.

In March 2022, the IIA approved an application for a total budget of NIS 13,004 thousands (approximately $ 4,094 ) in relation to the Company’s cystic fibrosis product candidate.

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

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

Through December 31, 2024, the Company received NIS 1,365 thousands (approximately $ 395 ) from the IIA with respect to this program.

In March 2023, the IIA approved an application for a total budget of NIS 11,283 thousands (approximately $ 3,164 ) in relation to the Company’s cystic fibrosis product candidate.

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

The program is for the period beginning January 2023 through December 2023.

Through December 31, 2024, the Company received NIS 2,783 thousands (approximately $ 768 ) from the IIA with respect to this program.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

COMMITMENTS AND CONTINGENCIES (Cont.)

to the agreements with the IIA, BiomX Israel will pay royalties of 3 % to 3.5 % of future sales up to an amount equal to the accumulated

grant received including annual interest of the 12-month Secured Overnight Financing Rate (“SOFR”) as published on the first

trading day of each calendar year.

BiomX Israel may be required to pay additional royalties upon the occurrence of certain events as

determined by the IIA, that are within the control of BiomX Israel.

No such events have occurred or were probable of occurrence as of

the balance sheet date with respect to these royalties.

Repayment of the grant is contingent upon the successful completion of the BiomX

Israel’s R&D programs and generating sales.

BiomX Israel has no obligation to repay these grants if the R&D program fails,

is unsuccessful or aborted or if no sales are generated.

From 2015 to 2023, IIA approved several grant applications submitted by BiomX Israel in support of the Company’s various product candidates.

Through December 31, 2025, total grants received from the IIA aggregated to approximately $ 8,933 (NIS 30,666 ).

As of December 31, 2025, total grants subject to royalties’ payments aggregated to approximately $ 8,100 .

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, 2025;

no liability was recorded in these consolidated financial statements.

therefore, no liability was recorded in these consolidated financial statements.

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

December 31, 2024, total grants approved from the IIA aggregated to approximately $ 9,353 (NIS 32,068 thousands).

Through December 31,

2024, BiomX Israel had received an aggregate amount of $ 8,003 (NIS 27,423 thousands) in the form of grants from the IIA.

subject to royalties’ payments aggregated to approximately $ 7,418 .

As of December 31, 2024, BiomX Israel had a contingent obligation

to the IIA in the amount of approximately $ 8,330 including annual interest of SOFR applicable to dollar deposits.

June 2015, BiomX Israel entered into a Research and License Agreement (the “2015 License Agreement”) as amended with Yeda

Research and Development Company Limited (“Yeda”), pursuant to which BiomX Israel received an exclusive worldwide license

to certain know-how and research information related to the development, testing, manufacturing, production and sale of microbiome-based

therapeutic product candidates, including candidates specified in the agreement, as well as patents, research and other rights to phage

product candidates.

In return, BiomX Israel is obligated to pay Yeda annual license fees of approximately $ 10 and royalties on revenues

as defined in the 2015 License Agreement.

In July 2019, the Company and Yeda amended the 2015 License Agreement, pursuant to which, following

the closing of the Recapitalization Transaction, the Company is obligated to pay Yeda a one-time payment as described in the amendment

which will not exceed 1 % of the consideration received in the event of certain mergers or acquisitions involving the Company.

Agreement as described in Note 1D, does not constitute a merger or acquisition as defined in the amendment.

Following the assignment thereof from RondinX Ltd., BiomX Israel is a party to a license agreement dated March 20, 2016 with Yeda, pursuant to which the Company has a worldwide exclusive license to Yeda’s know-how, information and patents related to the Company’s meta-genomics target discovery platform.

As consideration for the license, the Company is obligated to pay annual license fees of $ 10 , subject to the terms and conditions of the agreement.

Either party has the option to terminate the agreement at any time by way of notice to the other party, as outlined in the agreement.

In addition, the Company is obligated to pay a royalty in the low single digits based on revenue of products.

As the Company has not yet generated revenue from operations, no provision was included in the consolidated financial statements as of December 31, 2024 and 2023 with respect to the agreement.

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

According to the agreement, BiomX Israel received an exclusive patent license to certain patent rights related to inflammatory bowel disease (“IBD”) In return, the Company will pay an annual license fee of between $ 15 and $ 25 subject to the terms and conditions specified in the agreement.

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, 2024 and 2023 with respect to the agreement.

In April 2019, BiomX Israel signed an additional patent

license agreement with Keio University and JSR in Japan.

According to the agreement, BiomX Israel received an exclusive sublicense by

JSR to certain patent rights related to the treatment of primary sclerosing cholangitis.

In return, the Company is required (i) to pay

a license issue fee of $ 20 and annual license fees ranging from $ 15 to $ 25 (ii) make additional payments based upon the achievement of

clinical and regulatory milestones up to an aggregate of $ 32,100 and (iii) make tiered royalty payments, in the low single digits based

on future revenue.

As the Company has not yet generated revenue from operations and the achievement of certain milestones is not probable,

no provision was included in the consolidated financial statements as of December 31, 2024 and 2023.

On January 16, 2025, the Company

notified JSR of the termination of the agreement.

Such termination will be effective on April 16, 2025.

As of December 31, 2025, BiomX Israel had a contingent obligation to the IIA in the amount of approximately $ 9,392 including annual interest of SOFR applicable to dollar deposits.

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”), pursuant to which BiomX Israel received an exclusive worldwide license to certain know-how and research information related to the development, testing, manufacturing, production and sale of microbiome-based therapeutic product candidates, including candidates specified in the agreement, as well as patents, research and other rights to phage product candidates.

In return, BiomX Israel is obligated to pay Yeda annual license fees of approximately $ 10 and royalties on revenues as defined in the 2015 License Agreement.

In July 2019, the Company and Yeda amended the 2015 License Agreement, pursuant to which, following the closing of the Recapitalization Transaction, the Company is obligated to pay Yeda a one-time payment as described in the amendment which will not exceed 1 % of the consideration received in the event of certain mergers or acquisitions involving the Company.

The Merger Agreement as described in Note 1C, does not constitute a merger or acquisition as defined in the amendment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES (Cont.)

On June 23, 2022 (the “Effective Date”), BiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration to identify biomarkers for IBD.

Under the agreement, BiomX Israel was eligible to receive fees totaling $ 1,411 to cover costs incurred by BiomX Israel in conducting the research plan under the collaboration.

The fees were paid in installments of $ 500 within 30 days of the Effective Date and three additional installments of $ 500 , $ 200 and $ 211 upon completion of certain activities under the research plan.

The consideration was recorded as a reduction of R&D expenses, net in the consolidated statements of operations according to the input model method on a cost-to-cost basis.

In December 2023, the Company completed its obligations with respect to this agreement, and the last installment of $ 211 was received in January 2024.

As of December 31, 2024, the Company received the entire consideration of $ 1,411 .

For the year ended December 31, 2024, the Company did not record any amount in relation to this agreement in the consolidated statements of operations.

For the year ended December 31, 2023, the Company recorded $ 1,124 in the consolidated statements of operations as a reduction of R&D expenses.

In October 2021, the Company entered into a Stock Purchase Agreement

with a subsidiary of Maruho Co.

Ltd., (“Maruho”), pursuant to which the Company issued to Maruho shares of Common Stock of

the Company and granted Maruho a right of first offer to license its atopic dermatitis product candidate, BX005, in Japan.

first offer was supposed to commence following the availability of results from the Phase 1/2 study which were expected in 2022.

of the consideration paid under the agreements, equal to the grant date fair value of the shares issued to Maruho was attributed to the

issuance of shares.

The remainder of $ 1,976 was attributed to a contract liability, to be recognized once the clinical trials related

to the product candidate are completed.

In April 2024, following the Acquisition, the Company decided to pause the development of BX005.

As a result, the parties agreed that the right of first offer to license BX005 is no longer applicable.

As a result, the Company reversed

the full amount of the contract liability and recognized $ 1,976 as other income in the consolidated statements of operations for the year

ended December 31, 2024.

In November 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd.

In accordance with the share purchase agreement, BiomX Israel acquired 100 % control and ownership of RondinX Ltd.

The share purchase agreement included a contingent consideration mechanism.

The contingent consideration is based on the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company to issue 56,773 shares of Common Stock upon the attainment of certain milestones, as well as make future cash payments and/or issue additional shares of the most senior class of the Company’s shares of Common Stock authorized or outstanding as of the time the payment is due, or a combination of both, up to $ 32,000 within ten years from the closing of the agreement.

The Company has the discretion of determining whether milestone payments will be made in cash or by issuance of shares of Common Stock.

The contingent consideration is accounted for at fair value (level 3).

There were no changes in the fair value hierarchy levelling during the years ended December 31, 2024 and December 31, 2023.

Refer to note 2J.

The consolidated financial statements as of December 31, 2024 and 2023 include a liability with respect to this agreement in the amount of $ 77 and $ 155 , respectively, recorded as other liabilities.

NOTE 9 - U.S.

GOVERNMENT CONTRACTS AND GRANTS

In 2019, APT entered into a Base Agreement

and Research Project Award (collectively, the “Agreement”) with the U.S.

In October 2021, the Company entered into a Stock Purchase Agreement with a subsidiary of Maruho Co.

(“Maruho”), granting Maruho a right of first offer to license BX005 in Japan.

An amount of $ 1,976 was recorded as a contract liability.

In April 2024, following the decision to pause development of BX005, the right of first offer was terminated, and the full contract liability was reversed and recognized as other income for the year ended December 31, 2024.

In November 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd., which included a contingent consideration mechanism based on the achievement of specified clinical, development, regulatory, commercial and strategic milestones, or the execution of qualifying collaboration agreements.

Such consideration may be settled, at the Company’s discretion, in cash and/or shares of Common Stock, up to an aggregate amount of $ 32,000 over a ten-year period from the closing of the agreement.

Following BiomX Israel’s filing for the commencement of insolvency proceedings, the Company concluded that the likelihood of achieving the milestones is remote;

therefore, the fair value of the contingent consideration is zero .;

accordingly, as of December 31, 2025, the contingent liability was reversed.

As of December 31, 2024, the consolidated financial statements include a liability with respect to this agreement in the amount of $ 77 .

GOVERNMENT CONTRACTS

In 2019, APT entered into a Base Agreement and Research

Project Award (collectively, the “Agreement”) with the U.S.

Army Medical Research Acquisition Activity (“USAMRAA”)

21 unchanged sentences

and December 31, 2025, the Company received grants of $ 5,760 from MTEC with respect to the cost reimbursement contract.

During the year

ended December 31, 2024, the Company recorded $ 2,614 as a reduction of R&D expenses, net.

The remainder of the consideration the Company

is entitled to receive is recorded as other current assets in the consolidated balance sheets.

During the years

ended December 31, 2025 and 2024, the Company recorded $ 1,638 and $ 2,614 as a reduction of R&D expenses, net.

LONG-TERM DEBT

August 16, 2021 (the “Closing Date”), 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, $ 15,000 was advanced to the Company on the date the Loan Agreement was executed.

On March 19, 2024, the Company prepaid the entire balance under the Loan Agreement in a total of $ 10,428 .

Interest expense relating to the term

loan, which is included in interest expense in the consolidated statements of operations was $ 850 for the year ended December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

tranche of $ 15,000 was advanced to the Company on the date the Loan Agreement was executed.

The milestones for the second and third tranches

were not reached and have expired.

The Company was required to make interest only payments through March 1, 2023, and started then to

repay the principal balance and interest in equal monthly installments.

The Loan Agreement provided that the

Company could prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge equal to 1.0 %

after 24 months but prior to 36 months following the Closing Date.

Upon prepayment or repayment of all or any of the term loans under

the Term Loan Facility, the Company was required to pay an end of term charge (“End of Term Charge”) equal to 6.55 % of the

total aggregate amount of the term loans being prepaid or repaid.

On March 19, 2024, the Company prepaid the entire balance under the

Term Loan Facility in a total of $ 10,428 .

The prepayment included the End of Term Charge of $ 983 and accrued interest of $ 69 .

received from Hercules a waiver regarding the prepayment charge that should have been 1 % out of the prepaid principal amount that equals

Interest expense relating to the term loan, which is included

in interest expense in the consolidated statements of operations was $ 850 and $ 2,404 for the years ended December 31, 2024 and 2023, respectively.

GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS IMPAIRMENT

GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS

Following the APT Acquisition, the Company recognized goodwill

valued at $ 801 after adjustment made during the measurement period as described in Note 1D above.

valued at $ 801 after adjustment made during the measurement period as described in Note 1C above.

In the third quarter of 2024, the Company

6 unchanged sentences

by utilizing publicly available data from studies for similar transactions of public companies.

Based on the assessment, the Company concluded

that the fair value of its reporting unit was less than its carrying value.

Therefore, the Company recognized a full goodwill impairment

of $ 801 for the year ended December 31, 2024.

Based on the assessment, the Company

concluded that the fair value of its reporting unit was less than its carrying value.

Therefore, the Company recognized a full goodwill

impairment of $ 801 for the year ended December 31, 2024.

Intangible asset

In the third quarter of 2025, the Company performed a quantitative

assessment for its IPR&D asset, in accordance with the timing prescribed by the Company’s accounting policy, as described in

The assessment indicated that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized.

During the fourth quarter of 2025, the Company’s stock

price declined significantly, in part following the Company’s announcement regarding the discontinuation of the cystic fibrosis

(“CF”) Phase 2b clinical trial due to adverse events and the filing of the application to commence insolvency proceedings

for BiomX Israel.

The discontinuation of the CF trial raised concerns that extended beyond the CF program itself, as the adverse events

observed may have broader implications for the Company’s platform technology and pipeline programs.

As a result, the Company performed

an impairment assessment of its IPR&D acquired in the APT Acquisition.

The fair value of the IPR&D was estimated using a market

approach, based on the Company’s equity value with the addition of a control premium derived from publicly available data from studies

for similar transactions of public companies.

Based on this valuation, the Company recognized an impairment loss on the IPR&D of $ 11,842 .

As of December 31, 2025 and 2024 the IPR&D balance was $ 208 and $ 12,050 , respectively.

In the third quarter of 2024, the Company performed a quantitative

assessment for its IPR&D asset, resulting from the decline in the Company’s stock price as above mentioned.

The assessment indicated

that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized.

During the fourth quarter of 2024, in light of the continued decline

in the Company’s stock price, the Company reperformed a quantitative assessment for its IPR&D asset.

The assessment was performed

using the discounted cash flow model of the income approach.

The cash flow projections included significant judgments and assumptions

relating to amount and timing of projected future cash flows including, but not limited to, estimating the expected costs to complete

in-process projects, projecting regulatory approvals, estimating future cash flows from product sales and developing appropriate discount

The Company used a discount rate of 19 % which is based on the estimated weighted-average cost of capital for APT.

a result of the impairment assessment, the Company concluded that the fair value of the IPR&D decreased below its carrying value and

the Company recorded an impairment in the amount of $ 3,237 for the year ended December 31, 2024.

Long-lived assets

In December 2024, the Company’s management decided to cease the

use of the property in Gaithersburg, Maryland and made it available for sublease.

The Company considered it as an impairment indicator

for impairment assessment of the right-of-use asset and related leasehold improvements as the Company considered it as one asset group

for the purpose of the long-lived asset impairment assessment.

Calculating the fair value of the asset group involves significant estimates

and market participant assumptions.

The assessment

indicated that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized.

During the fourth quarter of 2024, in light of the continued

decline in the Company’s stock price, the Company reperformed a quantitative assessment for its IPR&D asset.

The assessment

was performed using the discounted cash flow model of the income approach.

The cash flow projections included significant judgments and

assumptions relating to amount and timing of projected future cash flows including, but not limited to, estimating the expected costs

to complete in-process projects, projecting regulatory approvals, estimating future cash flows from product sales and developing appropriate

discount rates.

The Company used a discount rate of 19 % which is based on the estimated weighted-average cost of capital for

As a result of the impairment assessment, the Company concluded that the fair value of the IPR&D decreased below its carrying

value and the Company recorded an impairment in the amount of $ 3,237 for the year ended December 31, 2024.

Other long-lived assets

In December 2025, the Company recorded an impairment of

its property and equipment in the amount of $ 1,653 .

See Note 4 for further information.

In December 2024, the Company’s management decided

to cease the use of the property in Gaithersburg, Maryland and made it available for sublease.

The Company considered it as an impairment

indicator for impairment assessment of the right-of-use asset and related leasehold improvements as the Company considered it as one

asset group for the purpose of the long-lived asset impairment assessment.

Calculating the fair value of the asset group involves significant

estimates and market participant assumptions.

These estimates and assumptions include, among others, projected future cash flows, risk-adjusted

12 unchanged sentences

Reverse Stock Split:

On July 9, 2024, the Company’s

stockholders approved a reverse stock split at a ratio within a range of 1-for-5 and 1-for-10 at such time as the Board of Directors

shall determine, in its sole discretion, at any time before July 9, 2025.

On August 8, 2024, the Board of Directors approved a 1-for-10

Reverse Stock Split of the Company’s shares of Common Stock (the “2024 Reverse Stock Split”).

On August 20, 2024, the Company filed

the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, which became effective on August

26, 2024 (the “Effective Date”).

The Company’s Common Stock began trading on a Reverse Stock Split adjusted basis on

the NYSE American at the opening of the markets on the Effective Date.

As a result of the Reverse Stock Split,

the number of shares of Common Stock outstanding was reduced from 178,958,447 shares to 18,021,173 shares.

No fractional shares

of Common Stock or Units were issued in connection with the Reverse Stock Split.

Stockholders of the Company who otherwise were entitled

to receive fractional shares or Units, because they held a number of shares or Units, as applicable, not evenly divisible by the Reverse

Stock Split ratio were automatically entitled to receive an additional fraction of a share of the Common Stock or Unit, as applicable,

to round up to the next whole share.

On August 20, 2024, the Company filed the Certificate of

Amendment with the Delaware Secretary of State to effect the 2024 Reverse Stock Split, which became effective on August 26, 2024 (the

“Effective Date”).

The Company’s Common Stock began trading on a 2024 Reverse Stock Split adjusted basis on the NYSE

American at the opening of the markets on the Effective Date.

As a result of the 2024 Reverse Stock Split, the number

of shares of Common Stock outstanding was reduced from 178,958,447 shares to 18,021,173 shares (pre the 2025 Reverse Stock

Split as defined below).

No fractional shares of Common Stock or Units were issued ;Stockholders of the Company otherwise entitled to

receive fractional shares were rounded up to the next whole share, resulting in the issuance of 125,328 additional shares of Common Stock.

The Reverse Stock Split did not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred

stock or any series of preferred stock.

On October 16, 2025, the Company’s stockholders approved

a reverse stock split at a ratio within a range of 1-for-5 and 1-for-20 at such time as the Board of Directors shall determine,

in its sole discretion, at any time before October 16, 2026.

On November 13, 2025, the Board of Directors approved a 1-for-19 Reverse

Stock Split of the Company’s shares of Common Stock.

On November 17, 2025, the Company filed the Certificate

of Amendment with the Delaware Secretary of State to effect the 2025 Reverse Stock Split, which became effective on November 25, 2025.

The Company’s Common Stock began trading on a Reverse Stock Split adjusted basis on the NYSE American at the opening of the markets

on the same date.

As a result of the 2025 Reverse Stock Split, the number

of shares of Common Stock outstanding was reduced from 29,002,617 shares to 1,592,985 shares.

No fractional shares of Common

Stock were issued in connection with the 2025 Reverse Stock Split.

Stockholders of the Company who otherwise were entitled to receive

fractional shares, because they held a number of shares or Units, as applicable, not evenly divisible by the 2025 Reverse Stock Split

ratio were automatically entitled to receive an additional fraction of a share of the Common Stock or Unit, as applicable, to round up

to the next whole share.

As a result, 66,344 shares of Common Stock were issued.

The Reverse Stock Split did not change the

par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

Unless otherwise indicated, all amounts

of issued and outstanding stock contained in the accompanying consolidated financial statements have been adjusted to reflect the 1-for-10

Reverse Stock Split for all prior periods presented.

Proportional adjustments were also made to shares underlying outstanding equity

awards, warrants and Redeemable Convertible Preferred Shares, and to the number of shares issued and issuable under the Company’s

stock incentive plans and certain existing agreements.

The 2025 Reverse Stock Split did not change the par

value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

Unless otherwise indicated, all amounts of issued and outstanding

stock contained in the accompanying consolidated financial statements have been adjusted to reflect the 1-for-10 2024 Reverse Stock Split

and the 1-for-19 2025 Reverse Stock Split for all prior periods presented.

Proportional adjustments were also made to shares

underlying outstanding equity awards, warrants and Redeemable Convertible Preferred Shares, and to the number of shares issued and issuable

under the Company’s stock incentive plans and certain existing agreements.

Authorized shares of common stock:

On July 9, 2024, the Company’s

stockholders approved increasing the number of authorized shares of Common Stock from 120,000,000 shares, par value $ 0.0001 per share,

to 750,000,000 shares, par value $ 0.0001 per share.

On July 9, 2024, the Company’s stockholders approved

increasing the number of authorized shares of Common Stock from 120,000,000 shares, par value $ 0.0001 per share, to 750,000,000 shares,

par value $ 0.0001 per share.

Preferred Stock:

The Company is authorized to issue

1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined

from time to time by the Company’s Board of Directors.

The Company is authorized to issue 1,000,000 shares of

preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to

time by the Company’s Board of Directors.

On March 15, 2024, the Company issued

40,470 and 216,417 Redeemable Convertible Preferred Shares, par value $ 0.0001 per share, as part of the Acquisition and the March 2024

PIPE, respectively.

On July 15, 2024, 109,152 Redeemable Convertible Preferred Shares were converted into 10,915,200 shares of the Company’s

Common Stock.

PIPE (as defined below), respectively.

During the year ended December 31, 2025 and 2024, 223 and 109,152 Redeemable Convertible Preferred

Shares were converted into 1,174 and 574,484 shares of the Company’s Common Stock, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Share Capital:

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 consisted of one share of

Common Stock and one warrant to purchase one-half of a share of Common Stock (“Public Warrant”), with every two Public Warrants

entitling the holder to purchase one share of Common Stock for $ 11.50 per full share.

The Public Warrants expired on October 28,

2024 and on October 24, 2024, the Units were mandatorily separated and ceased trading on the NYSE American.

Simultaneous with the consummation of the IPO, the Company

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

The Private Placement

Warrants expired on December 13, 2023.

Stock Exchange:

As detailed in note 1, as part of the Recapitalization Transaction

on October 28, 2019, the Company also agreed to issue 200,000 additional shares of Common Stock, on a pro rata basis, if the daily volume

weighted average price of the Company’s Common Stock in any 20 trading days within a 30-trading day period prior to January

1, 2026 is greater than or equal to $ 29.00 per share (with respect to the Company’s Common Stock traded on the NYSE American).

On October 28, 2019, the Company agreed to issue 10,527

additional shares of Common Stock, on a pro rata basis, if the daily volume weighted average price of the Company’s Common Stock

in any 20 trading days within a 30 -trading day period prior to January 1, 2026 is greater than or equal to $ 551.00 per share (with

respect to the Company’s Common Stock traded on the NYSE American).

As of December 31, 2025, the condition was not achieved and

the Company’s conditional undertaking to issue additional shares expired.

Private Investment in Public Equity:

On February 22, 2023, the Company entered into a Securities

Purchase Agreement to issue and sell an aggregate of 1,599,746 shares of its Common Stock and 1,461,072 pre-funded warrants (the “Pre-Funded

Warrants”, and collectively, the “Securities”) at a price of $ 2.45 per share and $ 2.44 per Pre-Funded Warrant in a private

placement (the “February 2023 PIPE”) for a net proceeds of approximately $ 7,152 , after deducting issuance costs of $ 333 .

As of December 31, 2024, 533,031 Pre-Funded Warrants were

exercised into 533,031 shares of Common Stock for total consideration of $ 6 at an exercise price of $ 0.01 per share of Common Stock, and

928,041 Pre-Funded Warrants were exercised into 925,607 shares of Common Stock through cashless mechanism with no consideration.

December 31, 2024, there are no outstanding Pre-Funded Warrants.

On March 15, 2024, in connection with

the Acquisition, the Company issued to APT’s former stockholders 916,497 shares of the Company’s Common Stock, 40,470 Redeemable

Convertible Preferred Shares and Merger Warrants to purchase up to an aggregate of 216,650 shares of the Company Common Stock.

1D for further information.

Concurrently with the consummation

of the Acquisition as described in Note 1D, the Company entered into the March 2024 PIPE, pursuant to which such investors purchased an

aggregate of 216,417 Redeemable Convertible Preferred Shares (“PIPE Preferred Shares”) and Private Placement Warrants to purchase

up to an aggregate of 10,820,850 shares of the Company’s Common Stock, at a combined price of $ 231.10 per share of PIPE Preferred

Share and an accompanying Private Placement Warrant to purchase 50 shares of common stock.

The PIPE Preferred Shares and the Private Placement

Warrants were issued in a private placement pursuant to an exemption from registration requirements under the Securities Act for aggregate

gross proceeds of $ 50,000 .

Each Private Placement Warrant’s exercise price equals to $ 2.31 , subject to customary adjustments for

stock dividends, stock splits, reclassifications and the like, became exercisable from the date of the receipt of BiomX stockholder approval,

which was obtained on July 9, 2024, and will expire on July 9, 2026.

Under certain circumstances, the Company may be required to pay to

each holder of the Private Placement Warrants (i) an amount in cash equal to the holder’s total purchase price for the shares of

Common Stock purchased (the “Buy-In Price”) or credit such holder’s balance account with the Depository Trust Company

(“DTC”) for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to such holder a

certificate or certificates representing such shares of Common Stock or credit such holder’s balance account with DTC, as applicable,

and pay cash to such holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares

of Common Stock, times (B) Weighted Average Price (as defined in the Private Placement Warrant) on the trading day immediately preceding

the exercise date.

On March 15, 2024, the effective date of the Acquisition

as described in Note 1C, the Company issued to APT’s former stockholders 48,237 shares of the Company’s Common Stock, 40,470

Redeemable Convertible Preferred Shares and Merger Warrants to purchase up to an aggregate of 11,403 shares of the Company Common Stock.

Each share of Redeemable Convertible Preferred Shares is convertible into an aggregate of approximately 6 shares of Common Stock.

Merger Warrants became exercisable on July 9, 2024, at an exercise price of $ 950.00 per share and will expire on January 28, 2027.

The Redeemable Convertible Preferred Shares are entitled

to receive dividends on shares of the Redeemable Convertible Preferred Shares equal to, on an as-if-converted-to Common-Stock basis,

and in the same form as, dividends actually paid on shares of the Common Stock.

Except as otherwise required by law or with respect to

the Redeemable Convertible Preferred Shares protective provisions set forth in the Company’s Certificate of Designations, the Redeemable

Convertible Preferred Shares do not have voting rights.

Concurrently with the consummation of the Acquisition,

the Company consummated a private placement (the “March 2024 PIPE”) with certain investors pursuant to which, such investors

purchased an aggregate of 216,417 Redeemable Convertible Preferred Shares (“PIPE Preferred Shares”) and warrants to purchase

up to an aggregate of 569,519 shares of the Company’s Common Stock (the “Private Placement Warrants”), at a combined

price of $ 4,390.9 per PIPE Preferred Share and an accompanying Private Placement Warrant to purchase 3 shares of common stock.

Preferred Shares and the Private Placement Warrants were issued in a private placement pursuant to an exemption from registration requirements

under the Securities Act for aggregate gross proceeds of $ 50,000 .

Each Private Placement Warrant’s exercise price equals to $ 43.9

per share, subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, became exercisable on

July 9, 2024, and will expire on July 9, 2026.

Under certain circumstances, the Company may be required to pay to each holder of the

Private Placement Warrants (i) an amount in cash equal to the holder’s total purchase price for the shares of Common Stock purchased

(the “Buy-In Price”) or credit such holder’s balance account with the Depository Trust Company (“DTC”)

for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to such holder a certificate or certificates

representing such shares of Common Stock or credit such holder’s balance account with DTC, as applicable, and pay cash to such

holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times

(B) Weighted Average Price (as defined in the Private Placement Warrant) on the trading day immediately preceding the exercise date.

On February 25, 2025, 6,955,528 Private Placement Warrants to purchase up to 366,087 were repriced and exercised under the Inducement

Letter Agreements as defined and described below.

In connection therewith, the Company

issued warrants to purchase shares of the Company’s Common Stock to the placement agents for the March 2024 PIPE (the “Agents

See Note 12B for further information.

The Company accounted for the Private

Placement Warrants as liabilities as the Private Placement Warrants are not considered indexed to the entity’s own stock based

on the provision of ASC 815, “Derivatives and hedging” (“ASC 815”).

The Private Placement Warrants are measured

at fair value at inception and in subsequent reporting periods with changes in fair value recognized in the consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Share Capital:

The Company accounted for the Private

Placement Warrants as liabilities as the Private Placement Warrants are not considered indexed to the entity’s own stock based on

the provision of ASC 815.

The Private Placement Warrants will be measured at fair value at inception and in subsequent reporting periods

with changes in fair value recognized in the consolidated statements.

The terms of the PIPE Preferred Shares

are substantially the same as those of the Redeemable Convertible Preferred Shares issued under the Acquisition and were accounted for

as temporary equity at the issuance date and were reclassified as equity.

See Note 1D for further information.

On July 15, 2024, 109,152

Redeemable Convertible Preferred Shares that were issued under the Acquisition and the March 2024 PIPE were converted into 10,915,200

shares of the Company’s Common Stock according to beneficial ownership limitations set by certain investors.

In connection therewith, the Company

issued warrants to purchase shares of the Company’s Common Stock to the placement agents for the March 2024 PIPE (the “Agents

See Note 12B for further information.

Private Investment in Public Equity:

On February 25, 2025, the Company

entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which the Company agreed

to issue and sell in a registered direct offering (the “February 2025 Registered Direct Offering”) an aggregate of 148,857

shares of the Company’s Common Stock, pre-funded warrants (the “Registered Pre-Funded Warrants”) to purchase up to

an aggregate of 42,381 shares of Common Stock, and in a concurrent private placement (the “February 2025 PIPE”, and together

with the February 2025 Registered Direct Offering, the “February 2025 SPA”), (a) unregistered pre-funded warrants (the “Private

Pre-Funded Warrants”) to purchase up to an aggregate of 121,362 shares of Common Stock at an exercise price of $ 0.0019 per share

and (b) unregistered warrants (the “Common Warrants”, and together with the Private Pre-Funded Warrants, the “Private

Warrants”) to purchase up to an aggregate of 312,599 shares of Common Stock at an exercise price of $ 17.68 per share.

of Common Stock (or Registered Pre-Funded Warrant in lieu thereof) and Private Pre-Funded Warrant were sold with an accompanying Common

The combined effective purchase price of each share of Common Stock (or Registered Pre-Funded Warrant in lieu thereof) and accompanying

Common Warrant, and of each Private Pre-Funded Warrant and accompanying Common Warrant, is $ 17.68 .

The Common Warrants became exercisable

on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the Private Warrants (the

“Stockholder Approval Date”), which was obtained on April 21, 2025, and will expire on the five-year anniversary of the Stockholder

Approval Date.

The gross proceeds to the Company from the February 2025 SPA were $ 5,527 , before deducting placement agent fees and other

offering expenses payable by the Company of $ 657 .

During the year ended December 31, 2025, 547,728 Private Pre-Funded Warrants and 1,917

Common Warrants were exercised at an exercise price of $ 0.0019 and $ 17.68 per share, respectively, into 28,929 shares of Common Stock.

Additionally, 879,761 Private Pre-Funded Warrants were exercised into 46,294 shares of Common Stock through cashless mechanism for no

additional consideration.

The Company accounted for the Common

Warrants as liabilities as they are not considered indexed to the entity’s own stock based on the provision of ASC 815.

Warrants were measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized in the consolidated

financial statements.

The Company allocated the total consideration

from the issuance of the 2024 March PIPE first to the fair value of the Private Placement Warrants and then to the PIPE Preferred Shares.

The Company had transaction costs of approximately $ 3,317 out of which $ 1,273 is stock-based compensation due to issuance of the Agents

from the February 2025 SPA first to the fair value of the Common Warrants and then to the Company’s Common Stock, Registered Pre-Funded

Warrants and Private Pre-Funded Warrants.

The transaction costs were allocated in the same manner as the consideration.

Issuance costs which were allocated to the PIPE

Preferred Shares were $ 1,410 and deducted from Redeemable Convertible Preferred Shares, and issuance costs that were allocated to the

Private Placement Warrants were $ 1,907 and were expensed immediately.

Issuance costs

which were allocated to the Common Warrants were $ 539 and were expensed immediately, and issuance costs that were allocated to the Company’s

Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants were $ 118 and were deducted from Additional paid in capital.

Concurrently with the February 2025

SPA on February 25, 2025, the Company entered into inducement letter agreements (the “Inducement Letter Agreements”) with

certain holders (the “Holders”) of the Company’s Private Placement Warrants issued on March 2024 PIPE, to purchase

an aggregate of 366,087 shares of Common Stock, having an original exercise price of $ 43.91 per share (the “Existing Warrants”).

Pursuant to the Inducement Letter Agreements, the Holders agreed to exercise for cash the Existing Warrants at a reduced exercise price

of $ 17.68 per share in consideration of the Company’s agreement to issue new unregistered warrants (the “Inducement Warrants”)

to purchase up to an aggregate of 366,087 shares of Common Stock.

Under the Inducement Letter Agreements, the Company issued 208,479

shares of Common Stock and amended and restated warrants (the “A&R Warrants”) to purchase up to 157,603 shares of Common

Stock at an exercise price of $ 0.0019 per share.

The Inducement Warrants have an exercise price of $ 17.68 per share and became exercisable

on Stockholder Approval Date, which was obtained on April 21, 2025 and will expire on the five-year anniversary of the Stockholder Approval

The benefit from the repricing in the amount of $ 3,300 was recorded as an expense within Income from change in fair value of warrants

in the consolidated statements of operations.

The gross proceeds to the Company from the Existing Warrants exercise were $ 6,473 prior

to deducting placement agent fees and offering expenses of $ 412 .

The terms of the Inducement Warrants

are substantially the same as those of the Common Warrants and were accounted for as liabilities.

At-the-market Sales Agreement:

In December 2020, pursuant to a registration statement on

Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market Issuance

Sales Agreement (“ATM Agreement”) with Jefferies LLC.

(“Jefferies”), which provided that, upon the terms and subject

to the conditions and limitations in the ATM Agreement, the Company could elect, from time to time, to offer and sell shares of Common

Stock having an aggregate offering price of up to $ 50,000 through Jefferies acting as sales agent.

During the year ended December 31,

2023, the Company sold 20 shares of Common Stock under the ATM Agreement, at an average price of $ 6.2 per share.

The ATM Agreement

was terminated on December 7, 2023.

In December 2023, pursuant to a registration statement on

Form S-3 declared effective by the Securities and Exchange Commission on January 2, 2024, the Company entered into an Open Market Offering

Agreement with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell shares of Common

Stock having an aggregate offering price of up to $ 7,500 from time to time through Wainwright.

The Company recorded transaction costs

of $ 210 in the consolidated statements of operations.

During the year ended December 31, 2024, the Company sold 7,518 shares of Common

Stock under this agreement, at an average price of $ 2.71 per share, raising aggregate net proceeds of approximately $ 19 , after deducting

an aggregate commission of $ 1 .

On February 24, 2025, the Company suspended the Open Market Offering Agreement and the related continuous

offering by the Company under its registration statement on Form S-3.

On August 13, 2025, the Company filed

a prospectus supplement to amend and supplement its prospectus dated January 2, 2024, and as previously supplemented on February 24,

2025, filed under its registration statement on Form S-3 in connection with its At the Market Offering Agreement (the “ATM”)

Wainwright & Co., LLC (“Wainwright”).

The prospectus supplement updated the maximum aggregate amount of securities

the Company may offer and sell under the ATM.

Under the prospectus supplement, the Company may issue and sell shares of its Common Stock

having an aggregate offering price of up to $ 1,766 from time to time through Wainwright.

During the year ended December 31, 2025, the

Company sold 121,773 shares of Common Stock under this agreement, at an average price of $ 11.13 per share, raising aggregate net proceeds

of approximately $ 1,305 , after deducting an aggregate commission of $ 51 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Share Capital:

As of December 31, 2024, the Company had the following outstanding

warrants to purchase Common Stock issued to stockholders:

As of December 31, 2025, the Company had the following

outstanding warrants to purchase Common Stock issued to stockholders:

Warrant Issuance Date Expiration

1 unchanged sentence

Per Share Number of

2021 Registered Direct Offering Warrants SPA ( July 28, 2021 ) January 28, 2027 50.00 281,251

2021 Registered Direct Offering Warrants July 28, 2021 January 28, 2027 950.00 14,808

Merger Warrants March 15, 2024 January 28, 2027 950.00 11,404

Private Placement Warrants March 15, 2024 July 9, 2026 43.91 203,444

Agents Warrants March 15, 2024 July 9, 2026 2.31 952,381

* On February 25, 2025, the Private Placement Warrants were repriced to an exercise price of $ 0.93 per share in connection with a Securities Purchase Agreement the Company entered into.

See Note 19 for further information.

Registered Pre-Funded Warrants February 25, 2025 April 21, 2030 0.0019 42,381

Private Pre-Funded Warrants February 25, 2025 April 21, 2030 0.0019 46,232

Common Warrants February 25, 2025 April 21, 2030 17.68 312,503

Inducement Warrants February 25, 2025 April 21, 2030 17.68 366,087

A&R Warrants February 25, 2025 April 21, 2030 0.0019 157,603

Stock-based compensation:

8 unchanged sentences

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

As of December 31, 2024, there are no shares of Common Stock

remaining for issuance under the 2015 Plan.

As of December 31, 2025, there are no shares of Common

Stock remaining for issuance under the 2015 Plan.

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

4 unchanged sentences

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.

On July 9, 2024, the Company’s

stockholders approved increasing the number of shares of Common Stock under the Company’s 2019 Plan to be equal to 15 % of the total

number of fully-diluted shares of Common Stock outstanding as of the approval date, or 7,800,000 shares.

As of December 31, 2024, there were 5,818,677 shares of

Common Stock remaining for issuance under the 2019 Plan.

On January 1, 2025, the number of shares of Common Stock available to grant under

the 2019 Plan was increased by 727,066 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

STOCKHOLDERS EQUITY (Cont.)

Stock-based compensation:

Stock Options:

On March 1, 2023, the Board of Directors approved the grant

of 154,300 options to 49 employees, five senior officers and three directors under the 2019 Plan, without consideration.

The options were

granted at an exercise price of $ 4.00 per share with a vesting period of four years .

Directors and senior officers are entitled to full

acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement

with the Company.

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

grant of 8,200 options to two directors under the Company’s 2019 Plan, without consideration.

Options were granted at an exercise

price of $ 3.63 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 4,100 options to one director under the 2019 Plan, without consideration.

The options were granted at an exercise price of $ 3.20

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 15,110 options to 4 employees and one senior officer under the 2019 Plan, without consideration.

The options were granted at

an exercise price of $ 2.75 per share with a vesting period of four years .

The senior officer is entitled to full acceleration of her unvested

options upon the occurrence of both a change in control of the Company and the end of her engagement with the Company.

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 $ 6.90 per share granted under the Company’s 2015 Employee

Stock Option Plan to $ 2.75 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.

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.

On July 9, 2024, the Company’s stockholders approved

increasing the number of shares of Common Stock under the Company’s 2019 Plan to be equal to 15 % of the total number of fully-diluted

shares of Common Stock outstanding as of the approval date, or 410,527 shares.

On January 1, 2026, the number of shares of Common Stock

available to grant under the 2019 Plan was increased by 63,748 .

As of December 31, 2025, there were 440,095 shares of Common Stock remaining

for issuance under the 2019 Plan.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

Stock Options:

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 15,083 shares of Common Stock were tendered by eligible employees, and the Company granted new options at an exercise

price of $ 2.75 , the Company’s closing stock price on December 11, 2023, covering an aggregate of 69,487 shares of Common Stock under

the 2019 Plan in exchange for the tendered options.

The Cancellation and new stock options grant qualifies as a “cancellation of

an award accompanied by the concurrent grant of a replacement award,” as defined in ASC 718, which is accounted for as a modification.

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

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.

On March 15, 2024, the Company issued

Agents Warrants to purchase up to an aggregate of 952,381 shares of the Company’s Common Stock to the Placement Agents in connection

with the March 2024 PIPE.

The exercise price of the Agents Warrants is $ 2.31 per share and they became exercisable at any time after the

date of the receipt of BiomX stockholder approval, which was obtained on July 9, 2024, and will expire on July 9, 2026.

The Company accounted for the Agents Warrants under the scope

of ASC 718-10, and treated them as issuance costs of the March 2024 PIPE as the Company considers these Warrants as consideration for

receipt of Private Placement Services.

The Company determined the fair value

of the Agents Warrants using the Black-Scholes model as of March 5, 2024.

On March 15, 2024, the Company issued Agents Warrants to

purchase up to an aggregate of 50,126 shares of the Company’s Common Stock to the Placement Agents in connection with the March

The exercise price of the Agents Warrants is $ 43.91 per share and they became exercisable at any time after the date of the

receipt of BiomX stockholder approval, which was obtained on July 9, 2024, and will expire on July 9, 2026.

The Company accounted for the Agents Warrants under the

scope of ASC 718-10, and treated them as issuance costs of the March 2024 PIPE as the Company considers these Warrants as consideration

for receipt of Private Placement Services.

The Company determined the fair value of the Agents Warrants

using the Black-Scholes model as of March 5, 2024.

The main assumptions used are as follows:

4 unchanged sentences

Risk-free interest rate (%)

On September 16, 2024, the Company

granted 155,429 RSUs to four senior officers and one service provider.

The RSUs were fully vested and issued on the grant date and are

not subject to continued service to the Company.

The RSUs’ fair value is the Company’s stock closing price as of the grant

date, which was $ 0.99 .

As of December 31, 2024, the Company has no unvested RSUs.

On July 11, 2024, the Board of Directors

approved the grant of 1,567,795 options to 51 employees, six senior officers and seven directors under the 2019 Plan, without consideration.

Options were granted at an exercise price of $ 3.63 per share with a vesting period of four years .

Directors and senior officers are entitled

to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement

with the Company.

On July 11, 2024, the Board of Directors approved the grant

of 82,541 options to 51 employees, six senior officers and seven directors under the 2019 Plan, without consideration.

Options were granted

at an exercise price of $ 68.97 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 April 14, 2025, the Board of Directors

approved the grant of 63,716 options to 37 employees, three senior officers and seven directors under the Company’s 2019 Omnibus

Long-Term Incentive Plan, without consideration.

Options were granted at an exercise price of $ 10.22 per share with a vesting period

of four years .

Directors and senior officers are entitled to full acceleration of their unvested options upon the occurrence of both

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

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

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

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

Underlying value of Common Stock ($) 10.22 68.97

12 unchanged sentences

over the vesting period.

As of December 31, 2024, the unrecognized compensation cost

related to all unvested, equity classified stock options of $ 3,585 is expected to be recognized as an expense on a graded vesting method

over a weighted-average period of 2.9 years.

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

As of December 31, 2025, the unrecognized compensation

cost related to all unvested, equity classified stock options of $ 1,532 is expected to be recognized as an expense on a graded vesting

method over a weighted-average period of 2.5 years.

A summary of options granted to purchase the Company’s

Common Stock under the Company’s stock option plans are as follows:

For year ended

5 unchanged sentences

Expired ( 3,051 ) 58.71

Exercised ( 718 ) $ 0.79

Outstanding at the end of period 150,387 51.94 $ -

1 unchanged sentence

Weighted average remaining contractual life – years as of December 31, 2025 8.21

Restricted Stock Units (“RSUs”):

On September 16, 2024, the Company granted 8,182 RSUs to

four senior officers and one service provider.

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

service to the Company.

The RSUs’ fair value is the Company’s stock closing price as of the grant date, which was $ 18.81 .

On April 14, 2025, the Company granted 14,469 RSUs to three

senior officers.

The RSUs were fully vested and issued on the grant date and are not subject to continued service with the Company.

RSU’s fair value is the Company’s stock closing price as of the grant date, which was $ 10.22 .

As of December 31, 2025, the

Company has no unvested RSUs.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

STOCKHOLDERS EQUITY (Cont.)

Stock-based compensation:

As of December 31, 2025, and 2024, the Company had

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

Warrant Issuance

Date Expiration

Date Exercise

Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Shares of Common Stock Underlying Warrants

Private Warrants issued to scientific founders* November 27, 2017 -

Landlord Warrants** March 15, 2024 January 28, 2027 950.00 1,316

Agents Warrants March 15, 2024 July 9, 2026 43.91 50,126

* In November 2017, BiomX Israel issued 298 warrants to its founders.

1 unchanged sentence

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 Merger Agreement as described in note 1C does not apply for such M&A transaction as defined in the grant agreement.

** See Note 5

3 unchanged sentences

The Company recognized stock-based compensation expenses

in connection with options and RSUs granted to executive officers of the Company in the amount of $ 811 and $ 722 for the years ended December

31, 2024 and 2023, respectively.

in connection with options and RSUs granted to executive officers of the Company in the amount of $ 1,018 and $ 811 for the years ended

December 31, 2025 and 2024, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

Rent and related expenses

Less change in contingent liabilities (see Note 8E)

Less income from collaboration agreements (see Note 10E)

Less grants from the IIA and MTEC (see Notes 8A and 9)

12 unchanged sentences

Loss (income) from foreign exchange contracts

February 2025 PIPE transaction costs

March 2024 PIPE transaction costs

2 unchanged sentences

The Company files income tax returns in the U.S.

federal jurisdiction

and in state and local jurisdictions and is subject to examination by the various taxing authorities.

The Company’s income tax returns

since 2020 remain open and subject to examination.

federal jurisdiction and in state and local jurisdictions and is subject to examination by the various taxing authorities.

The Company’s income tax returns since 2021 remain open and subject to examination.

The statutory U.S.

federal income tax rate is 21 %.

As of December 31, 2024, the Company

had total net operating losses in the U.S.

of approximately $ 65,638 , which may be carried forward and offset against taxable income in

Utilization of carryforward losses and research and development tax credit carryforwards may be subject to an annual limitation

under Sections 382 and 383 of the Internal Revenue Code due to ownership changes that may have occurred previously or that could occur

in the future.

These ownership changes may limit the amount of carryforward losses that can be utilized annually to offset future taxable

As of December 31, 2025, the Company had total net operating losses in the U.S.

of approximately $ 85,570 , which may be carried forward and offset against taxable income in the future.

Utilization of carryforward losses and research and development tax credit carryforwards may be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code due to ownership changes that may have occurred previously or that could occur in the future.

These ownership changes may limit the amount of carryforward losses that can be utilized annually to offset future taxable income.

APT’s carryforward losses of $ 22,131 might be subject to Section 382 limitation.

BiomX Israel and RondinX Ltd.

file income tax returns in Israel.

Their tax assessments through 2018 and 2022, respectively, are deemed to be final.

BiomX Israel files income tax returns in Israel.

Its tax assessments through 2020 are deemed to be final.

The statutory Israeli income tax rate is 23 %.

As of December 31, 2025 and 2024, BiomX Israel had total carryforward

losses in Israel of approximately $ 124,651 and $ 108,364 respectively, which may be offset against taxable income in the future for an

indefinite period.

Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets.

Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2024 and 2023.

losses in Israel of approximately $ 146,128 and $ 126,428 respectively.

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.

Accordingly, a full valuation allowance has been established against the deferred tax assets as of December

31, 2025 and 2024.

Management reevaluates the positive and negative evidence at each reporting period.

The Company’s policy is to record estimated interest and penalties

related to uncertain tax positions in income tax expense.

The Company has no amounts recorded for any unrecognized tax positions, accrued

interest nor penalties as of December 31, 2024 and 2023.

On March 21, 2024, RondinX signed an agreement with the Israeli tax

authority in respect to an assessment for the years 2018-2022.

The agreement concluded that RondinX’s IP and employees were transferred

to BiomX Israel on the acquisition date.

As a result, RondinX had a capital gain equal to its carryforward losses of $ 2,785 (NIS 10,036

thousand) and no further payment will be required in respect of the years 2018-2022.

A reconciliation of the U.S.

The Company’s policy is to record estimated interest

and penalties related to uncertain tax positions in income tax expense.

The Company has no amounts recorded for any unrecognized

tax positions, accrued interest nor penalties as of December 31, 2025 and 202 4 .

The following table presents the reconciliation

between the Company’s theoretical income tax and effective income tax for the year ended December 31, 2025 after the adoption of

federal Statutory tax rate

and the effective tax rate is as follow:

As of December 31,

Statutory U.S.

federal income tax rate

vs foreign tax rate differential

Change in deferred tax asset valuation allowance

Effective tax rate

Loss before taxes on income, consists of the following:

United States

Foreign tax effects:

Statutory tax rate difference

Change in valuation allowance

Stock-based compensation

Other nondeductible items

Nontaxable or Nondeductible items:

Stock-based compensation

Gain from early lease termination

Change in valuation allowance

Other adjustments

Total Effective Tax Rate

Loss before taxes on income, consists

of the following:

Domestic - United States

Foreign - Israel

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9 unchanged sentences

Research and development tax credits (*)

IPR&D - Intangible Asset

Total deferred tax assets

32 unchanged sentences

number of shares of Common Stock and of potential shares of Common Stock outstanding when dilutive.

Potential shares of Common Stock equivalents

include outstanding stock options and warrants, which are included under the treasury stock method when dilutive.

Potential shares of Common Stock

equivalents include outstanding stock options and warrants, which are included under the treasury stock method when dilutive.

The calculation of diluted loss per share as of December

13 unchanged sentences

Significant segment expenses are presented in the Company’s consolidated statements of operations.

Additional disaggregated significant segment expenses on a functional

basis, that are not separately presented on the Company’s consolidated statements of operations, regularly reviewed by our CODM,

include salaries and clinical trials expenses and presented below.

Additional disaggregated significant segment expenses on

a functional basis, that are not separately presented on the Company’s consolidated statements of operations, regularly reviewed

by our CODM, include salaries and clinical trials expenses and presented below.

Operating expenses:

Salaries and related expenses, other than share-based compensation

Research and development salaries and related expenses, other than stock-based compensation

General and administrative salaries and related expenses, other than stock-based compensations

Clinical trials

Stock based compensation

Depreciation expenses

Goodwill, IPR&D and long-lived assets impairment

Research and development stock based compensation

General and administrative stock based compensation

Research and development depreciation expenses

General and administrative depreciation expenses

Goodwill, IPR&D and Other long-lived asset impairment

Other segment items (*)

Total Operating expenses

(*) Other segment items include all remaining costs necessary to

operate our business, which primarily include external professional services, rent,

insurance and other administrative expenses, net of grants received.

(*) Other segment items include gain from early lease termination and all remaining costs necessary to operate our business, which primarily include external professional services, rent, insurance and other administrative expenses, and are presented net of grants received.

The Company’s Property and equipment, as well as the Company’s

1 unchanged sentence

As of December 31,

United States

Foreign - Israel

Domestic - United States

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SUBSEQUENT EVENTS

On February 25, 2025, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”) an aggregate of 2,828,283 shares of the Company’s Common Stock, pre-funded warrants (the “Registered Pre-Funded Warrants”) to purchase up to an aggregate of 805,231 shares of Common Stock (the “Pre-Funded Warrant Shares”), and in a concurrent private placement (the “Private Placement”) (a) unregistered pre-funded warrants (the “Private Pre-Funded Warrants”) to purchase up to an aggregate of 2,305,869 shares of Common Stock (the “Private Pre-Funded Warrant Shares”) and (b) unregistered warrants (the “Common Warrants”, and together with the Private Pre-Funded Warrants, the “Private Warrants”) to purchase up to an aggregate of 5,939,383 shares of Common Stock (the “Common Warrant Shares” and together with the Private Pre-Funded Warrant Shares, the “Private Warrant Shares”).

Each Share (or Registered Pre-Funded Warrant in lieu thereof) is sold with an accompanying Common Warrant.

Each Private Pre-Funded Warrant is sold with an accompanying Common Warrant.

The combined effective purchase price of each Share (or Registered Pre-Funded Warrant in lieu thereof) and accompanying Common Warrant, and of each Private Pre-Funded Warrant and accompanying Common Warrant, is $ 0.93 .

The gross proceeds to the Company from the Registered Direct Offering and Private Placement were $ 5,500 , before deducting placement agent fees and other offering expenses payable by the Company.

In addition, on February 25, 2025, the Company entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 6,955,528 shares of Common Stock, originally issued to the Holders on March 15, 2024, having an original exercise price of $ 2.311 per share (the “Existing Warrants”).

Pursuant to the Inducement Letter Agreements, the Holders agreed to exercise for cash the Existing Warrants at reduced exercise price of $ 0.93 per share (the “Warrant Exercise”) in consideration of the Company’s agreement to issue new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 6,955,528 shares of Common Stock.

The New Warrants have an exercise price of $ 0.93 per share, are exercisable on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the Private Warrants (the “Stockholder Approval Date”) and will expire on the five-year anniversary of the Stockholder Approval Date.

The gross proceeds to the Company from the Warrant Exercise were approximately $ 6,500 prior to deducting placement agent fees and offering expenses.

On February 27, 2025, the Company received the entire consideration of $ 12,000 in relation to the Securities Purchase Agreement and the Inducement Letter Agreements.

On March 24, 2025, the Board of Directors approved cash payments equal

to three-months’ salaries for three senior officers on the account of existing personal non-statutory severance agreements.

cash payment in a total of approximately $ 219 is expected to be paid during April 2025.

On December 26, 2025, the Company entered into a Securities Purchase

Agreement with an investor (the “Investor”) pursuant to which the Company agreed to issue and sell, in a private placement

transaction, an aggregate of 3,300 shares of the Company’s newly created Series Y Convertible Preferred Stock, par value $ 0.0001

per share (the “Series Y Preferred Stock”), convertible into up to 1,650,000 Common Stock shares, with an aggregate stated

value of $ 3,300 , together with warrants to purchase shares of the Company’s Common Stock, par value $ 0.0001 per share (the “Securities

Purchase Agreement Warrants”), in exchange for aggregate gross proceeds to the Company of $ 3,000 , before deducting placement agent

fees and other offering expenses, subject to customary closing conditions.

On January 13, 2026, following the satisfaction of the closing

conditions, the Company consummated the private placement and received gross proceeds of $ 3,000 from the investor, and issued the Series

Y Preferred Stock and Securities Purchase Agreement Warrants in accordance with the terms of the Securities Purchase Agreement.

Each share of Series Y Preferred Stock has a stated value of $ 1,000 and will be convertible into shares of Common Stock.

The initial conversion price is $ 2.00 per share of Common Stock, subject to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar transactions.

In addition, following receipt of stockholder approval as required under the applicable rules of NYSE American, the conversion price will be reduced to equal the lower of (i) the conversion price, as defined in the Certificate of Designations, then in effect, and (ii) the closing sale price of the Common Stock on the trading day immediately prior to the date such stockholder approval is obtained.

Holders of Series Y Preferred Stock will be entitled to receive dividends on the stated value of the Series Y Preferred Stock at a rate of 15 % per annum, payable quarterly, at the Investor’s sole election, either in cash or shares of Common Stock, subject to adjustment as set forth in the Certificate of Designations.

Except as otherwise required by law or as expressly provided in the Certificate of Designations, the Series Y Preferred Stock does not have voting rights.

Each share of Series Y Preferred Stock will have a maturity of one year from the closing date.

Conversion is subject to beneficial ownership limitations of 19.99 %

of the Company’s outstanding Common Stock.

The Series Y Convertible Preferred Stock accrues cumulative dividends on its stated value,

compounded quarterly.

Dividends are payable, at the Company’s election, either in cash or in shares of common stock through inclusion

in the conversion amount upon conversion.

Upon the occurrence and during the continuance of a triggering event, dividends accrue at an

increased default rate of 24 % per annum.

All accrued and unpaid dividends are payable upon redemption or at maturity.

The Company may

be required to redeem the Series Y Preferred Stock at an amount equal to the conversion amount multiplied by the applicable redemption

premium, plus any accrued and unpaid dividends and charges.

The Securities Purchase Agreement Warrants entitle the holder to purchase

up to an aggregate of 3,300,000 shares of the Company’s Common Stock, representing 200 % of the 1,650,000 of shares of Common Stock

issuable upon conversion of the Series Y Preferred Stock.

The Securities Purchase Agreement Warrants are exercisable immediately upon

issuance, subject to beneficial ownership limitations, and will expire five years from the date of issuance.

The exercise price of the

Securities Purchase Agreement Warrants is $ 2.00 per share, subject to customary anti-dilution adjustments.

As part of this financing, the Company issued 99,000 warrants to HC Wainwright & Co., LLC, as placement agent fees.

These placement agent warrants have an exercise price of $ 2.50 per share and a five-year term from the date of issuance.

On January 25, 2026, following the December 16, 2025 filing by the

Company’s Israeli subsidiary BiomX Israel for insolvency proceedings in Israel, the District Court of the Central District, in Lod,

Israel, appointed a Trustee to BiomX Israel to handle the administration of the insolvency proceedings.

The Trustee is responsible for

managing the subsidiary’s assets, evaluating claims from creditors, and overseeing the orderly wind-down or restructuring of BiomX

Israel’s operations in accordance with applicable Israeli insolvency law.

On February 4, 2026, the Trustee notified BiomX Israel’s

Chief Executive Officer and Chief Financial Officer that their roles as officers of BiomX Israel had been terminated.

The Company determined

that the termination is considered as a change of control as of February 4, 2026, and that BiomX Israel should be deconsolidated from

the Company’s consolidated financial statements.

The Company does not expect to recover any significant value from its investment

in BiomX Israel.

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