Tessera Defense & Homeland Security Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on the aforementioned evaluation, our management has concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, 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 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 reporting. ITEM 9B. OTHER INFORMATION Trading Arrangements During the 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 . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICITIONS THAT PREVENT INSPECTIONS Not applicable. 74 part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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 our website. 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. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be included in our 2026 Proxy Statement and is hereby incorporated by reference into this Annual Report. ITEM 12. 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. 75 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 Number of securities to be issued upon exercise of outstanding options and restricted stock (a) Weighted- average exercise price of outstanding options and restricted stock (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 142,619 4.20 440,095 Equity compensation plans not approved by security holders 7,768 3.18 - Total 150,387 4.09 440,095 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be included in our 2026 Proxy Statement and is hereby incorporated by reference into this Annual Report. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be included in our 2026 Proxy Statement and is hereby incorporated by reference into this Annual Report. 76 part IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following are filed with this Annual Report: (1) The financial statements listed on the Financial Statements’ Table of Contents (2) Not applicable (b) Exhibits The following exhibits are filed as part of this Annual Report or are incorporated by reference. EXHIBIT INDEX Exhibit Description 3.1*** Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (clean version) 3.2*** Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (marked version) 3.3 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) 3.4 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) 3.5 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) 4.1*** Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended 4.2 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed by the Company on December 4, 2018) 4.3 Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on July 26, 2021) 4.4 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2023) 4.5 Form of Merger Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024) 4.6 Form of Private Placement Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024) 4.7 Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024) 4.8 Form of Amended and Restated Warrant (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025) 4.9 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025) 4.10 Form of Private Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025) 4.11 Form of Common Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025) 4.12 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) 4.13 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) 4.14 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) 10.1** Amended and Restated Chardan Healthcare Acquisition Corp. Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on July 9, 2024) 77 10.2 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) 10.3**,** * Form of Indemnification Agreement 10.4** 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) 10.5** Form of Non-Qualified Stock Option Agreement (U.S. Awards to Non-Executives) (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020) 10.6** Form of Non-Qualified Stock Option Agreement (U.S. Awards to Executive Officers) (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020) 10.7** Form of Option Agreement (Israeli Awards) (Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020) 10.8** 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) 10.9 At the Market Offering Agreement, dated December 7, 2023, between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed by the Company on December 7, 2023) 10.10** Employment Agreement, dated February 1, 2016, between BiomX Ltd. (formerly MBcure Ltd.) and Jonathan Solomon (Incorporated by reference to Exhibit 10.1 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022) 10.11** Employment Agreement, dated August 26, 2019, between BiomX Ltd. and Merav Bassan (Incorporated by reference to Exhibit 10.2 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022) 10.12 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) 10.13* Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc. and Walter Reed Army Institute of Research, dated August 24, 2021 (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024) 10.14 License Modification 1, dated August 31, 2022, to Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc. and Walter Reed Army Institute of Research (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)   10.15 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) 78 10.16 Form of Registration Rights Agreement dated February 25, 2025, between BiomX Inc. and the purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025) 10.17 Warrant Exercise and Reload Agreement dated February 25, 2025, between BiomX Inc. and the holders (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025) 10.18 Placement Agency Agreement dated February 25, 2025, between BiomX Inc. and Laidlaw and Company (UK) Ltd. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025) 10.19 MTEC Base Agreement No. 2019-532, dated as of August 22, 2019, by and between Advanced Technology International (MTEC Consortium Manager) and Adaptive Phage Therapeutics, Inc., and the following modifications thereof: (i) Modification No. 1, dated as of September 30, 2019; (ii) Modification No. 2, dated as of July 22, 2020; (iii) Modification No. 3, dated as of September 27, 2021; (iv) Modification No. 4, dated as of September 8, 2022; (v) Modification No. 5, dated as of December 16, 2022; (vi) Modification No. 6, dated as of December 19, 2023; (vii) Modification No. 7, dated as of January 16, 2024; and (viii) Modification No. 8, dated as of September 11, 2024 (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) 10.20 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) 10.21 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) 19.1 BiomX Inc. 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) 21.1*** Subsidiaries of Company 23.1*** Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm. 31.1*** Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a). 31.2*** Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a). 32.1**** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. 97.1 Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 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. *** Filed herewith. **** Furnished herewith. Item 16. Form 10-K Summary None. 79 SIGNATURES 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. BIOMX INC. Dated: February 19, 2026 By: /s/ Jonathan Solomon Name: Jonathan Solomon Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Signature Title Date /s/ Jonathan Solomon Chief Executive Officer February 19, 2026 Jonathan Solomon (Principal Executive Officer) and Director /s/ Marina Wolfson Chief Financial Officer February 19, 2026 Marina Wolfson (Principal Financial Officer and Principal Accounting Officer) /s/ Russell Greig Chairman of the Board of Directors February 19, 2026 Dr. Russell Greig /s/ Liat Bidas Director February 19, 2026 Liat Bidas /s/ Susan Blum Director February 19, 2026 Susan Bloom /s/ Gregory Merril Director February 19, 2026 Gregory Merril /s/ Alan Moses Director February 19, 2026 Dr. Alan Moses /s/ Edward Williams Director February 19, 2026 Edward Williams /s/ Reuven Yeganeh Director February 19, 2026 Reuven Yeganeh 80 BIOMX INC. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 202 5 CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name: Kesselman & Kesselman C.P.A.s , PCAOB ID: 1309 ) F-2 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets F-4 - F-5 Consolidated Statements of Operations F-6 Consolidated Statements of Changes in Stockholders’ Equity (capital deficiency) F-7 Consolidated Statements of Cash Flows F-8 - F-9 Notes to the Consolidated Financial Statements F-10 - F-40 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and stockholders of BiomX Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of BiomX Inc. and its subsidiaries (the “Company”) as of December 31, 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 as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 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 that these events or conditions raise substantial doubt on the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1B. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s 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. F- 2 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. In-process research and development ("IPR&D") impairment assessment 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 be impaired. Potential impairment is identified by comparing the fair value of the IPR&D to its carrying value. 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 of the IPR&D; (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. Evaluating 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 firm of PricewaterhouseCoopers International Limited Tel-Aviv, Israel February 19, 2026 We have served as the Company's auditor since 2021. F- 3 BIOMX INC. CONSOLIDATED BALANCE SHEETS (USD in thousands, except share and per share data) As of December 31, 2025 2024 ASSETS Current assets Cash and cash equivalents 4,360 16,856 Restricted cash 595 958 Property and equipment, held for sale 157 - Other current assets 463 2,706 Total current assets 5,575 20,520 Non-current assets Non-current restricted cash - 161 Operating lease right-of-use assets - 5,457 Property and equipment, net - 5,045 In-process Research and development (“IPR&D”) asset 208 12,050 Total non-current assets 208 22,713 5,783 43,233 The accompanying notes are an integral part of the consolidated financial statements. F- 4 BIOMX INC. CONSOLIDATED BALANCE SHEETS (USD in thousands, except share and per share data) As of December 31, 2025 2024 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Trade account payables 3,120 1,882 Current portion of lease liabilities 1,436 1,130 Other account payables 1,823 5,255 Total current liabilities 6,379 8,267 Non-current liabilities Operating lease liabilities, net of current portion - 8,454 Other liabilities - 77 Warrants 706 2,287 Total non-current liabilities 706 10,818 Commitments and Contingencies (Note 8) 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 – 147,512 as of December 31, 2025 and 147,735 shares as of December 31, 2024. 18,617 18,645 Common stock, $ 0.0001 par value (“Common Stock”); 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. (*) 7 6 Additional paid in capital 196,970 186,194 Accumulated deficit ( 216,896 ) ( 180,697 ) Total Stockholders’ equity (capital deficiency) ( 1,302 ) 24,148 5,783 43,233 (*) All 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 of the consolidated financial statements. F- 5 BIOMX INC. CONSOLIDATED STATEMENTS OF OPERATIONS (USD in thousands, except share and per share data) Year ended December 31, 2025 2024 Research and development (“R&D”) expenses, net 21,292 24,663 General and administrative expenses 9,628 11,776 Gain from early lease termination ( 2,949 ) - Goodwill impairment - 801 IPR&D impairment 11,842 3,237 Other long-lived assets impairment 1,653 4,046 Operating loss 41,466 44,523 Other expense (income) 93 ( 2,143 ) Interest expenses 20 873 Finance expense , net 724 919 Income from change in fair value of warrants ( 6,111 ) ( 26,458 ) Loss before tax 36,192 17,714 Tax expenses 7 13 Net Loss 36,199 17,727 Basic loss per share of Common Stock 22.19 25.37 Diluted loss per share of Common Stock 22.19 58.31 Weighted average number of shares used in computing basic loss per share of Common Stock (*) 1,631,037 698,870 Weighted average number of shares used in computing diluted loss per share of Common Stock (*) 1,631,037 757,749 (*) All 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 of the consolidated financial statements. F- 6 BIOMX INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CAPITAL DEFICIENCY) (USD in thousands, except share and per share data) Redeemable Convertible Preferred Shares Common stock Additional Total Stockholder’ Equity Shares Amount Shares (****) Amount paid in Capital Accumulated Deficit (capital deficiency) Balance as of January 1, 2024 - - 314,943 3 166,048 ( 162,970 ) 3,081 Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost (**) 40,470 12,561 48,237 1 3,227 - 15,789 Exercise of Pre-Funded Warrants into shares of Common Stock - - 76,770 1 5 - 6 Issuance of Common Stock under an Open Market Offering Agreement, net of issuance costs (**) - - 396 * 19 - 19 Issuance of Redeemable Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs (**) 216,417 19,859 - - 541 - 20,400 Redeemable Convertible Preferred Shares conversion into shares of Common Stock ( 109,152 ) ( 13,775 ) 574,484 1 13,774 - - Issuance of Common Stock upon restricted stock units (“RSUs”) vesting - - 8,180 * - - * Stock-based compensation expenses - - - - 2,580 - 2,580 Net loss - - - - - ( 17,727 ) ( 17,727 ) Balance as of December 31, 2024 147,735 18,645 1,023,010 6 186,194 ( 180,697 ) 24,148 Issuance of Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants under the February 2025 SPA, net of issuance costs (**) - - 148,857 * 878 - 878 Issuance of Common Stock under the Inducement Letter Agreements (**) - - 208,479 1 6,472 - 6,473 Exercise of Private Pre-Funded Warrants and Common Warrants (**) - - 75,223 * 2 - 2 Exercise of options to Common Stock (***) - - 718 * * - * Vested restricted stock units (***) - - 14,469 * - - * Issuance of Common Stock under the At the Market Sales Agreement, net of issuance costs (**) - - 121,773 * 1,305 - 1,305 Conversion of Redeemable Convertible Preferred Shares into Common Stock (**) ( 223 ) ( 28 ) 1,174 * 28 - - Stock-based compensation expenses - - - - 2,091 - 2,091 Net loss - - - - - ( 36,199 ) ( 36,199 ) Balance as of December 31, 2025 147,512 18,617 1,593,703 7 196,970 ( 216,896 ) ( 1,302 ) (*) Less than $1. (**) See note 12A . (***) See note 12B. (****) All 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 of the consolidated financial statements. F- 7 BIOMX INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (USD in thousands, except share and per share data) Year ended December 31, 2025 2024 CASH FLOWS – OPERATING ACTIVITIES Net loss ( 36,199 ) ( 17,727 ) Adjustments required to reconcile net loss to cash flows used in operating activities Depreciation 2,922 1,803 Stock-based compensation 2,091 1,848 Gain from early lease termination ( 2,949 ) - Finance expense (income), net 256 ( 435 ) Revaluation of contingent consideration ( 77 ) ( 78 ) Income from change in fair value of warrants ( 6,111 ) ( 26,458 ) Private Placement Warrants issuance cost - 732 Changes in contract liability - ( 1,976 ) Loss from sale and disposal of fixed assets, net 205 221 Goodwill impairment - 801 IPR&D impairment 11,842 3,237 Other long-lived asset impairment 1,653 4,046 Changes in operating assets and liabilities: Other current assets 2,243 842 Trade account payables 1,238 ( 3,167 ) Other account payables ( 3,430 ) ( 984 ) Net change in operating leases ( 74 ) 316 Net cash used in operating activities ( 26,390 ) ( 36,979 ) CASH FLOWS – INVESTING ACTIVITIES Cash and restricted cash acquired from the APT acquisition - 663 Purchase of property and equipment ( 2 ) ( 30 ) Proceeds from sale of property and equipment 110 82 Net cash provided by investing activities 108 715 CASH FLOWS – FINANCING ACTIVITIES Issuance of Common Stock under February 2025 SPA 996 - February 2025 SPA issuance costs ( 118 ) - Issuance of Common Warrants under February 2025 SPA 4,531 - Issuance of Common Stock under Inducement Letter Agreements 6,473 - Pre-Funded Warrants exercise 2 6 Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs 1,305 19 Repayment of long-term debt - ( 10,747 ) Issuance of Private Placement Warrants under March 2024 PIPE - 28,745 Issuance of Redeemable Convertible Preferred Shares under March 2024 PIPE - 21,269 March 2024 PIPE issuance costs - ( 918 ) Net cash provided by financing activities 13,189 38,374 Increase (decrease) in cash and cash equivalents and restricted cash ( 13,093 ) 2,110 Effect of exchange rate changes on cash and cash equivalents and restricted cash 73 1 Cash and cash equivalents and restricted cash at the beginning of the year 17,975 15,864 Cash and cash equivalents and restricted cash at the end of the year 4,955 17,975 The accompanying notes are an integral part of the consolidated financial statements. F- 8 BIOMX INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (USD in thousands, except share and per share data) Year ended December 31, 2025 2024 RECONCILIATION OF AMOUNTS ON CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents 4,360 16,856 Restricted cash 595 1,119 Total cash and cash equivalents and restricted cash 4,955 17,975 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest 20 1,442 Taxes paid in Israel 7 13 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: Lease liability and Operating lease right-of-use asset remeasurement 2,487 - Derecognition of right-of-use asset as a result of operating lease termination 1,799 - Derecognition of lease liability as a result of operating lease termination 4,902 - Property and equipment purchases included in accounts payable - 1 Issuance cost from March 2024 PIPE - 1,273 Issuance of Common Stock under the APT acquisition - 3,041 Issuance of Redeemable Convertible Preferred Shares under the APT acquisition - 12,610 Issuance of Merger Warrants under the APT acquisition - 200 Redeemable Convertible Preferred Shares conversion into shares of Common Stock 28 13,774 The accompanying notes are an integral part of the consolidated financial statements. F- 9 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 - GENERAL A. General information: BiomX Inc., (individually, and together with its subsidiaries, BiomX Ltd. (“BiomX Israel”), RondinX Ltd. and Adaptive Phage Therapeutics LLC, (“APT”), the “Company” or “BiomX”) was incorporated as a blank check company on November 1, 2017, under the laws of the state of Delaware, for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On October 29, 2019, the Company merged with BiomX Israel, who survived the merger as a wholly owned subsidiary of BiomX Inc. The Company acquired all outstanding shares of BiomX Israel. In exchange, shareholders of BiomX Israel received 79,311 shares of the Company’s Common Stock, representing 65 % of the total shares issued and outstanding after the acquisition (“Recapitalization Transaction”). BiomX Israel was deemed the “accounting acquirer” due to the largest ownership interest in the Company. The Company’s shares of Common Stock are traded on the NYSE American under the symbol PHGE. BiomX is developing both natural and engineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts, at this point, on diabetic foot infections. BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets. 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. 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. As a result, 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. F- 10 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 - GENERAL (Cont.) B. Going concern The Company has incurred significant losses and negative cash flows from operations and incurred an accumulated deficit of $ 216,896 as of December 31, 2025. These are expected to continue in the foreseeable future. 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. Management 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. C. Merger Agreement 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. 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. 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. F- 11 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 - GENERAL (Cont.) C. Merger Agreement (Cont.) The Acquisition was accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” using the acquisition method of accounting. The Company was identified as the accounting acquirer, based on the evaluation of the following facts and circumstances: ● Pursuant to the Merger Agreement, the post-Acquisition board of directors of the Company consists of seven directors, out of which the Company designated four board seats, with the Company’s chair of the board prior to the Acquisition continuing in his position, i.e. 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: Amounts Cash and cash equivalents 509 Restricted cash 154 Other current assets 1,780 Property, plant and equipment 3,748 Operating lease right-of-use asset 7,953 IPR&D assets and Goodwill 16,088 Total assets 30,232 Trade accounts payable ( 3,667 ) Other accounts payable ( 2,895 ) Operating lease liability ( 7,819 ) Total liabilities ( 14,381 ) Total consideration 15,851 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. F- 12 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 - GENERAL (Cont.) C. 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 $ 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. See Note 11 for further information 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: Amounts Common Stock 3,041 Redeemable Convertible Preferred Shares 12,610 Merger Warrants 200 15,851 The fair value of shares of Common Stock issued by the Company was determined using the Company’s closing trading price on the Closing Date adjusted by a discount for lack of marketability (“DLOM”) of 9.4 % as a registration statement was filed within 45 days. The fair value of Redeemable Convertible Preferred Shares was determined using the Company’s closing trading price on the Closing Date adjusted by a DLOM of 14.9 % as the conversion of the Redeemable Convertible Preferred Shares to shares of Common Stock was subject to the stockholder approval, which was obtained on July 9, 2024. The Company determined the fair value of the Merger Warrants using the Black-Scholes model as of the Closing Date. The main assumptions used are as follows: Underlying value of Common Stock ($) 70.3 Exercise price ($) 950 Expected volatility (%) 117.7 Expected terms (years) 2.87 Risk-free interest rate (%) 4.5 The actual APT net loss included in the Company’s consolidated statements of operations for the year ended December 31, 2024, is as follows: December 31, 2024 Net loss attributable to APT* 16,792 * Including impairments loss related to goodwill, IPR&D and long-lived assets of $ 801 , $ 3,237 and $ 4,046 , respectively. The unaudited pro forma financial information below summarizes the combined results of operations for BiomX Inc. (including its wholly owned subsidiaries, BiomX Israel and RondinX Ltd.) and APT. The unaudited pro forma financial information includes adjustments to reflect certain business combination effects, including: acquisition-related costs incurred by both parties and reversal of certain costs incurred by BiomX Inc. which would not have been incurred had the acquisition occurred on January 1, 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: December 31, 2024* Net loss 21,369 * The pro forma amounts above are derived from historical numbers of the Company and APT. F- 13 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of the financial statements on a consistent basis, are as follows, except for the adoption of new accounting standards: A. Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, BiomX Israel, 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. B. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. The most significant 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 assets. 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. C. Functional currency and foreign currency translation The functional currency of the Company is the U.S. dollar (“USD”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances originally denominated USD are presented at their original amounts. Balances in non-USD currencies are translated into USDs using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-USD transactions and other items in the consolidated statements of operations (indicated below), the following exchange rates are used: (i) for transactions – exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates. Currency transaction gains and losses are presented in financial expense (income), net as appropriate. D. 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 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 cash flows. F- 14 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) E. Concentrations of credit risk Financial instruments which potentially subject us to credit risk consist primarily of cash and cash equivalents. These amounts at times may exceed federally insured limits. We have not experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds. Most of the Company’s cash and cash equivalents and bank deposits are invested in major banks in the U.S. and Israel. Management believes that the credit risk with respect to the financial institutions that hold the Company’s cash and cash equivalents and bank deposits is low. Refer to note 2J. F. Property and equipment Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the related assets or terms of the related leases, as follows: Estimated Useful Lives Laboratory equipment 7 years Computers and software 3 years Equipment and furniture 15 years Leasehold improvements Shorter of lease term or useful life G. Other long-lived asset impairment In accordance with ASC 360-10, “Impairment and Disposal of Long-Lived Assets”, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. See Note 11 for information regarding impairment charges recognized during the years ended December 31, 2025 and 2024. H. Income taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. As of December 31, 2025 and 2024, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, “Income Taxes” (“ASC 740”). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a yearly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2025 and 2024. The Company presents unrecognized tax benefits as a reduction to deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward that are available, under the tax law of the applicable jurisdiction, to offset any additional income taxes that would result from the settlement of a tax position. I. Derivative activity The Company uses foreign exchange contracts (option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the consolidated statements of operations. 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, 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 . F- 15 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) J. Fair value of financial instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levelling during the years ended December 31, 2025 and 2024. The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy: December 31, 2025 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 3,084 - - 3,084 3,084 - - 3,084 Liabilities: Warrants - - 706 706 - - 706 706 December 31, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 12,251 - - 12,251 Foreign exchange contracts receivable - 19 - 19 12,251 19 - 12,270 Liabilities: Contingent consideration - - 77 77 Warrants - - 2,287 2,287 - - 2,364 2,364 F- 16 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) J. Fair value of financial instruments (Cont.) Financial instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, other current assets, trade accounts payable and other current liabilities, due to their short-term nature. 1. 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: December 31, 2025 December 31, 2024 Underlying value of Common Stock ($) 1.87 13.87 Exercise price ($) 17.68 - 43.91 43.91 Expected volatility (%) 126.46 - 141.48 120.1 Expected terms (years) 0.52 - 4.31 1.5 Risk-free interest rate (%) 3.59 - 3.66 4.1 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: Year ended December 31, 2025 Year ended December 31, 2024 Beginning balance 2,287 - Issuance of Private Placement Warrants - 28,745 Issuance of Common Warrants 4,531 - Repricing of warrants under the Inducement Letter Agreements (*) 3,300 - Common Warrants exercise ( 1 ) - Change in fair value ( 9,411 ) ( 26,458 ) Ending balance 706 2,287 (*) Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss. See Note 12A for further information. F- 17 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) J. Fair value of financial instruments (Cont.) 2. 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 is zero. See note 8E for further information. 3. 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. K. Defined contribution plans Under Israeli employment laws, employees of BiomX Israel are included under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. Pursuant to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The Company’s contributions to the defined contribution plans are charged to the consolidated statements of operations as and when the services are received from the Company’s employees. Total expenses with respect to these contributions were $ 354 and $ 389 for the years ended December 31, 2025 and 2024, respectively. For U.S. employees the Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees of BiomX Inc in the U.S. who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company has not elected to match any of the employees’ deferral. During the years ended December 31, 2025 and 2024 the Company did not record any expenses for 401(k) match contributions. F- 18 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) L. Financial instruments When the Company issues freestanding instruments, it first analyzes the provisions of ASC 480, “Distinguishing Liabilities From Equity” (“ASC 480”) in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the consolidated statements of operations in each period. If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC 815-10 in order to determine whether the instrument is considered indexed to the entity’s own stock and qualifies for classification within equity. When the Company issues preferred shares, it first considers the provisions of ASC 480, in order to determine whether the preferred shares should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company reassesses the classification of a contract over its own equity under the guidance above at each balance 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. M. Research and development expenses, net Research and development costs are charged to statements of operations as incurred. Royalty-bearing grants from the Israeli Innovation Authority (“IIA”) and grants from the Medical Technology Enterprise Consortium (“MTEC”) are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses. N. Basic and diluted loss per share Basic loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year, fully vested warrants with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $ 0.019 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 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 Stock. 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. F- 19 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) O. Stock compensation plans The Company applies ASC 718-10, “Stock-Based Payment,” (“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all stock-based payment awards made to employees and directors including employee stock options under the Company’s stock plans based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of stock-based payment awards granted to employees and non-employees on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense over the requisite service periods in the Company’s statements of operations using the graded vesting method. The Company accounts for stock-based payment awards classified as equity awards. The Company recognizes stock-based award forfeitures as they occur rather than estimate by applying a forfeiture rate. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). 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. 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. P. Leases Under Accounting Standards Update, “Leases” (“ASC 842”), the Company determines if an arrangement is a lease at inception. Upon initial recognition, the Company recognizes a liability at the present value of the lease payments to be made over the lease term, and concurrently recognizes a right-of-use asset at the same amount of the liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The subsequent measurement depends on whether the lease is classified as a finance lease or an operating lease. During the reporting periods, the Company has only operating leases. Lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for operating leases are recognized on a straight-line basis over the lease term. The Company has made a policy election not to capitalize leases with a term of 12 months or less. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. 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. F- 20 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) Q. 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 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. 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. R. Intangible Assets 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. To 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 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. F- 21 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) S. New accounting pronouncements Recently adopted accounting pronouncements 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 Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company 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 Statement: 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. 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. The Company 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”. The ASU 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. The 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 of adoption. The Company is in the process of evaluating the effects of the ASU on its contracts. F- 22 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 3 - OTHER CURRENT ASSETS As of December 31, 2025 2024 Government institutions 111 74 Prepaid insurance 248 959 Other prepaid expenses 93 322 Grants receivables - 1,171 Other 11 180 463 2,706 NOTE 4 - PROPERTY AND EQUIPMENT, HELD FOR SALE Composition of assets, grouped by major classifications, is as follows: As of December 31, 2025 2024 Computers and software 304 302 Laboratory equipment 5,028 5,476 Equipment and furniture 257 318 Leasehold improvements - 4,448 Total property and equipment 5,589 10,544 Less: Accumulated depreciation ( 5,432 ) ( 5,499 ) Total property and equipment, net 157 5,045 Depreciation expenses were $ 2,922 and $ 1,803 in the years ended December 31, 2025 and 2024, respectively. 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. Based on 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. NOTE 5 - LEASES 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. The lessor 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 . F- 23 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 5 - LEASES (Cont.) On August 9, 2019, APT entered into a lease agreement (the “APT Lease Agreement”) with ARE-708 Quince Orchard, LLC (the “Landlord”), for office and lab spaces in Gaithersburg, Maryland starting on September 1, 2019. On March 5, 2024, in connection with the Acquisition, APT and the Landlord, signed an amendment to the APT Lease Agreement. Pursuant to the amendment, the leased area 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 $ 1,967 and $ 3,543 for the years ended December 31, 2025 and 2024, respectively. Supplemental cash flow information related to operating leases was as follows: Year ended December 31, 2025 Year ended December 31, 2024 Cash payments for operating leases 1,814 1,533 F- 24 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 6 - OTHER ACCOUNT PAYABLES As of December 31, 2025 2024 Employees and related institutions 475 854 Accrued expenses 720 3,771 Government institutions 628 630 1,823 5,255 NOTE 7 - TRANSACTION WITH RELATED PARTIES A . Refer to note 12B regarding stock options granted to related parties. B. Refer to note 12A regarding a Securities Purchase Agreement with institutional investors. NOTE 8 - COMMITMENTS AND CONTINGENCIES A. In May 2021, APT entered into a Collaboration and Option Agreement (the “Oyster Agreement”) with Oyster, a wholly owned subsidiary of Viatris Inc., to collaborate on the use of APT’s proprietary phage technology for the treatment of certain ophthalmic diseases. Upon execution of the Agreement, Oyster paid an upfront payment of $ 500 to APT, a portion of which APT claims it has spent in the course of performing its obligations under the Oyster Agreement. In April 2022 and September 2023, APT received letters from Oyster and Viatris Inc. raising concerns about APT’s actions, including allegations that APT had breached the Oyster Agreement. On December 18, 2024, APT and Oyster signed a settlement agreement (the “Settlement Agreement”), which includes a payment of $ 300 from APT to Oyster. As of December 31, 2024, the Company has recorded a provision of $ 300 as other accounts payable in the consolidated balance sheets. On January 13, 2025, APT paid Oyster $ 300 according to the Settlement Agreement. B. 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; therefore, no liability was recorded in these consolidated financial statements. IIA grants are recorded as a reduction of R&D expenses, net. 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. C. 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. F- 25 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 8 - COMMITMENTS AND CONTINGENCIES (Cont.) D. In October 2021, the Company entered into a Stock Purchase Agreement with a subsidiary of Maruho Co. Ltd. (“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. E. 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 . NOTE 9 - U.S. GOVERNMENT CONTRACTS AND GRANTS In 2019, APT entered into a Base Agreement and Research Project Award (collectively, the “Agreement”) with the U.S. Army Medical Research Acquisition Activity (“USAMRAA”) and the U.S. Army Medical Research & Development Command (“USAMRDC”) to advance personalized phage therapy from niche to broad use. Awards under the Agreement are intended to lay the groundwork for rapid advancement of personalized phage therapy to commercialization for the variety of clinical indications and bacterial pathogens representing un-met needs with a focus on infections with significant military relevance. The competitive award was granted by USAMRAA and USAMRDC in collaboration with MTEC, a 501(c)(3) biomedical technology consortium working in partnership with the U.S. Department of Defense. Since Agreement inception, APT entered into certain modifications to the Agreement to include additional activities and perform pre-clinical activities to advance the Diabetic Foot Osteomyelitis (“DFO”) clinical program. Under the Agreement, MTEC reimburses APT for approved costs as incurred that are based upon the achievement of certain milestones up to a contract value of $ 36,214 . In September 2024, the Agreement was amended to extend the period of performance to continue and complete the pre-clinical activities for the DFO clinical program, which increased the total contract value to $ 39,081 . In conjunction with this Agreement, APT was subject to an assessment fee of an amount equal up to 3 % of the total funded value of the research project award which was paid by the Company upon signing the agreement or the modifications. Under the amendment signed in September 2024, APT was subject to an assessment fee of 1 %, resulting in a payment of $ 29 to MTEC in December 2024. For the period between the Acquisition and December 31, 2025, the Company received grants of $ 5,760 from MTEC with respect to the cost reimbursement contract. 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. NOTE 10 - LONG-TERM DEBT On 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. F- 26 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 11 - GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS IMPAIRMENT Goodwill Following the APT Acquisition, the Company recognized goodwill valued at $ 801 after adjustment made during the measurement period as described in Note 1C above. In the third quarter of 2024, the Company performed a quantitative assessment for goodwill impairment, due to a decline in the Company’s stock price resulting in its market capitalization being less than the Company’s stockholders’ equity, which management concluded as an impairment indicator. The assessment utilizes the Company’s market capitalization plus an appropriate control premium. Market capitalization is determined by multiplying the outstanding number of shares of Common Stock by the Company’s stock price. The control premium is determined by utilizing publicly available data from studies for similar transactions of public companies. Based on the assessment, the Company concluded that the fair value of its reporting unit was less than its carrying value. Therefore, the Company recognized a full goodwill impairment of $ 801 for the year ended December 31, 2024. Intangible asset In the third quarter of 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 Note 2R. 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 rates. The Company used a discount rate of 19 % which is based on the estimated weighted-average cost of capital for APT. 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 discount rates and market conditions. The Company evaluated the future cash flows expected from a sublease agreement over the remaining lease term and concluded that the carrying value of the asset group was not recoverable as it exceeded the future net discounted cash flows that are expected to be generated from the use of the assets within the asset group. The Company recognized an impairment of $ 4,046 which was allocated to the right-of-use asset and the related leasehold improvements within the asset group on a pro rata basis using the relative carrying amounts of those assets, which resulted in impairment charges of $ 3,516 and $ 530 , respectively, during the year ended December 31, 2024 F- 27 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 12 - STOCKHOLDERS EQUITY A. Share Capital: Reverse Stock Split: 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 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 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. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. On March 15, 2024, the Company issued 40,470 and 216,417 Redeemable Convertible Preferred Shares, par value $ 0.0001 per share, as part of the Acquisition and the March 2024 PIPE (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. F- 28 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 12 - STOCKHOLDERS EQUITY (Cont.) A. Share Capital: (Cont.) Stock Exchange: 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 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. The 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. 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 $ 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 Warrants”). 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. F- 29 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 12 - STOCKHOLDERS EQUITY (Cont.) A. Share Capital: (Cont.) Private Investment in Public Equity: (Cont.) 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. Each share of Common Stock (or Registered Pre-Funded Warrant in lieu thereof) and Private Pre-Funded Warrant were sold with an accompanying Common Warrant. 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. The Common 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 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 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 Date. 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: 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”) with H.C. 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 . F- 30 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 12 - STOCKHOLDERS EQUITY (Cont.) A. Share Capital: (Cont.) Warrants: As of December 31, 2025, the Company had the following outstanding warrants to purchase Common Stock issued to stockholders: Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Shares of Common Stock Underlying Warrants 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 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 1,154,462 B. Stock-based compensation: Equity Incentive Plan: In 2015, the Board of Directors of BiomX Israel approved a plan for the allocation of options to employees, service providers, and officers (the “2015 Plan”). The options represented a right to purchase one Ordinary Share of the BiomX Israel in consideration of the payment of an exercise price. Also, the options were granted in accordance with the “capital gains route” under section 102 and section 3(i) of the Israeli Income Tax Ordinance and section 409A of the U.S. Internal Revenue Code as technically adjusted following the Recapitalization Transaction on October 28, 2019. As of December 31, 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 “2019 Plan”) to grant 53 options, exercisable for Common Stock. The aggregate number of shares of Common Stock that may be delivered pursuant to the 2019 Plan will automatically increase on January 1 of each year, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to four percent ( 4 %) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares of Common Stock than provided herein. 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. F- 31 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 12 - STOCKHOLDERS EQUITY (Cont.) B. Stock-based compensation: (Cont.) Stock Options: 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 2024 PIPE. 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: Underlying value of Common Stock ($) 43.91 Exercise price ($) 43.91 Expected volatility (%) 100.6 Expected terms (years) 2.32 Risk-free interest rate (%) 4.4 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 using the Black-Scholes option-pricing model using the following assumptions: 2025 2024 Underlying value of Common Stock ($) 10.22 68.97 Exercise price ($) 10.22 68.97 Expected volatility (%) 110.5 112.6 Expected terms of the option (years) 6.11 6.11 Risk-free interest rate (%) 4.12 4.14 F- 32 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 12 - STOCKHOLDERS EQUITY (Cont.) B. Stock-based compensation: (Cont.) Stock Options: (Cont.) Total fair value embodied in the options granted in 2025 and 2024 at the grant date, is estimated to be $ 728 and $ 4,870 respectively. These amounts will be recognized in statements of operations over the vesting period. 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 December 31, 2025 Number of Options Weighted average exercise price Aggregate intrinsic value Outstanding at the beginning of period 105,525 $ 77.71 $ 15 Granted 63,716 10.22 Forfeited ( 15,085 ) 56.88 Expired ( 3,051 ) 58.71 Exercised ( 718 ) $ 0.79 Outstanding at the end of period 150,387 51.94 $ - Exercisable at end of period 41,096 92.45 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. Each 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. F- 33 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 12 - STOCKHOLDERS EQUITY (Cont.) B. Stock-based compensation: (Cont.) Warrants: 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 Price Per Share Number of Shares of Common Stock Underlying Warrants Private Warrants issued to scientific founders* November 27, 2017 - - 16 Landlord Warrants** March 15, 2024 January 28, 2027 950.00 1,316 Agents Warrants March 15, 2024 July 9, 2026 43.91 50,126 51,458 * In November 2017, BiomX Israel issued 298 warrants to its founders. The warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction. The warrants did not expire as a result of the Recapitalization Transaction and have no exercise price. The Merger Agreement as described in note 1C does not apply for such M&A transaction as defined in the grant agreement. ** See Note 5 The following table sets forth the total stock-based payment expenses resulting from options, RSUs and warrants granted, included in the consolidated statements of operations: Year ended December 31, 2025 2024 Research and development expenses, net 711 600 General and administrative 1,380 1,248 2,091 1,848 The Company recognized stock-based compensation expenses 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. F- 34 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 13 - RESEARCH AND DEVELOPMENT EXPENSES, NET Year ended December 31, 2025 2024 Professional service and subcontractors 13,230 13,117 Salaries and related expenses 4,713 7,406 Stock-based compensation 711 600 Depreciation 2,264 1,488 Materials and supplies 68 518 Rent and related expenses 2,113 3,900 Other 183 222 23,282 27,251 Less grants from the IIA and MTEC (see Notes 8A and 9) ( 1,990 ) ( 2,588 ) 21,292 24,663 NOTE 14 - GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31, 2025 2024 Salaries and related expenses 2,487 3,101 Stock-based compensation 1,380 1,248 Professional services 2,585 3,227 Travel expenses 172 299 Rent and related expenses 602 593 Insurance expenses 1,191 1,379 Depreciation 658 317 Acquisition transaction costs - 888 Other 553 724 9,628 11,776 NOTE 15 - FINANCE EXPENSES (INCOME), NET Year ended December 31, 2025 2024 Exchange rate differences 364 ( 27 ) Interest income from bank deposits ( 460 ) ( 1,048 ) Bank fees and other 14 6 Loss (income) from foreign exchange contracts ( 144 ) 81 February 2025 PIPE transaction costs 950 - March 2024 PIPE transaction costs - 1,907 724 919 F- 35 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 16 - INCOME TAXES A. 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 2021 remain open and subject to examination. The statutory U.S. federal income tax rate is 21 %. 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. B. 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 %. C. As of December 31, 2025 and 2024, BiomX Israel had total carryforward losses in Israel of approximately $ 146,128 and $ 126,428 respectively. D. 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. E. 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 ASU 2023-09: 2025 2024 $ % $ % U.S. federal Statutory tax rate ( 7,600 ) ( 21 ) ( 3,720 ) ( 21 ) Foreign tax effects: Israel Statutory tax rate difference ( 481 ) ( 1.33 ) ( 428 ) ( 2.42 ) Change in valuation allowance 5,336 14.74 4,190 23.65 Stock-based compensation 428 1.18 329 1.86 Other nondeductible items ( 18 ) ( 0.05 ) ( 18 ) ( 0.1 ) Nontaxable or Nondeductible items: Stock-based compensation - - 154 0.87 Gain from early lease termination ( 819 ) ( 2.26 ) - - Change in valuation allowance 3,440 9.5 ( 924 ) ( 5.22 ) Other adjustments ( 279 ) ( 0.76 ) 430 2.43 Total Effective Tax Rate 7 0.02 13 0.07 Loss before taxes on income, consists of the following: Year ended December 31, 2025 2024 Domestic - United States 12,145 ( 3,511 ) Foreign - Israel 24,047 21,225 36,192 17,714 F- 36 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 16 - INCOME TAXES (Cont.) Net deferred tax assets as of December 31, 2025 and 2024 consisted of the following: As of December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards 51,579 42,454 Research and development expenses, net 8,737 10,898 Lease liability - 785 Research and development tax credits (*) 601 601 Fixed assets 310 - IPR&D - Intangible Asset 2,192 - Other 1,038 838 Total deferred tax assets 64,457 55,576 Deferred tax liabilities: Right of use assets - ( 847 ) IPR&D - Intangible Asset - ( 127 ) Private Placement Warrants ( 6,840 ) ( 5,571 ) Fixed assets - ( 190 ) Total deferred tax liabilities ( 6,840 ) ( 6,735 ) Valuation allowance ( 57,617 ) ( 48,841 ) Net deferred tax assets - - (*) Research and development tax credits will begin to expire in 2038. F- 37 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 17 - BASIC LOSS PER SHARE The basic and diluted net loss per share and weighted average number of shares of Common Stock used in the calculation of basic and diluted net loss per share are as follows: For the year ended December 31, 2025 2024 Basic and diluted loss per share of common stock Numerator: Net loss 36,199 17,727 Denominator: Number of shares of common stock outstanding 1,422,019 698,853 Number of shares upon Pre-Funded Warrants exercise 209,001 - Number of shares upon fully vested Warrants exercise 17 17 Total weighted-average number of shares of common stock, shares upon Pre-Funded Warrants and fully vested Warrants exercise used in computing basic loss per share 1,631,037 698,870 Basic loss per share of common stock 22.19 25.37 Diluted net loss per share of common stock Numerator: Net loss 36,199 17,727 Change in fair value of Private Placement Warrants - 26,458 Diluted net loss 36,199 44,185 Denominator: Weighted-average number of shares of common stock outstanding 1,631,037 698,870 Private Placement Warrants - 58,879 Total weighted-average number of shares of common stock outstanding, after giving effect to dilutive securities 1,631,037 757,749 Diluted net loss per share of common stock 22.19 58.31 Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of shares of Common Stock outstanding during the period, fully vested warrants with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $ 0.019 per share, as the Company considers these shares to be exercised for little to no additional consideration. Diluted loss per share is based upon the weighted average number of shares of Common Stock and of potential shares of Common Stock outstanding when dilutive. Potential shares of Common Stock equivalents include outstanding stock options and warrants, which are included under the treasury stock method when dilutive. The calculation of diluted loss per share as of December 31, 2025 and 2024, does not include the shares underlying the following financial instruments because their effect would be anti-dilutive: For the year ended December 31, 2025 2024 Options 150,387 105,388 Warrants 959,687 77,647 Contingent shares 10,526 10,526 Redeemable Convertible Preferred Shares 776,383 777,553 F- 38 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 18 - SEGMENT INFORMATION The Company operates as a single operating segment, as a clinical stage product discovery company developing products using both natural and engineered phage technologies. The Company’s chief operating decision-maker “(CODM)” is its chief executive officer , who reviews financial information presented on a consolidated basis. The CODM uses consolidated Net loss and Operating loss to monitor budget versus actual results in assessing segment performance and the allocation of resources. Significant segment expenses are presented in the Company’s consolidated statements of operations. Additional disaggregated significant segment expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, regularly reviewed by our CODM, include salaries and clinical trials expenses and presented below. Year ended December 31, 2025 2024 Operating expenses: Research and development salaries and related expenses, other than stock-based compensation 4,493 7,406 General and administrative salaries and related expenses, other than stock-based compensations 2,707 3,101 Clinical trials 12,720 12,301 Research and development stock based compensation 711 600 General and administrative stock based compensation 1,380 1,248 Research and development depreciation expenses 2,306 1,486 General and administrative depreciation expenses 616 317 Goodwill, IPR&D and Other long-lived asset impairment 13,495 8,084 Other segment items (*) 3,038 9,980 Total Operating expenses 41,466 44,523 (*) 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 operating lease right-of-use assets recognized on the consolidated balance sheets were located as follows: As of December 31, 2025 2024 Foreign - Israel 157 6,090 Domestic - United States - 4,412 Total 157 10,502 F- 39 BIOMX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 19 - SUBSEQUENT EVENTS A. 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. B. 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. F- 40