UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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Securities registered pursuant to Section 12(b)of the Act:
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Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.
Indicate by check mark whether the registranthas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No
The number of shares outstanding of the Registrant’s shares ofCommon Stock as of August 11, 2025 was
BIOMX INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGINFORMATION
This Quarterly Report on Form10-Q, or the Quarterly Report, includes “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities ExchangeAct of 1934, as amended, or the Exchange Act, and other securities laws. The statements contained herein that are not purely historical,are forward-looking statements. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions,assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,”“continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,”“plan,” “potential,” “predict,” “project,” “will” or similar words or phrases,or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarilymean that a statement is not forward-looking. For example, we are making forward-looking statements when we discuss our business strategyand plans, our clinical and pre-clinical development program, including timing, milestones and the design thereof, including acceptanceof regulatory agencies of such design, the potential opportunities for and benefits of the BacteriOphage Lead to Treatment, or BOLT, platform,the potential of our product candidates and the sufficiency of financial resources and financial needs and ability to continue as a goingconcern. However, you should understand that these statements are not guarantees of performance or results, and there are a number ofrisks, uncertainties and other important factors that could cause our actual results to differ materially from those expressed in theforward-looking statements, including, among others:
| ● | the ability to generate revenues, and raise sufficient financing to meet working capital requirements; |
| ● | the unpredictable timing and cost associated with our approach to developing product candidates using phage technology and potential success thereof; |
| ● | political, economic and military instability in the State of Israel, and in particular, the war in Iran, Gaza and Lebanon, additional potential conflicts with other middle eastern countries and the continuation of the proposed judicial and other legislation reform by the Israeli government; |
| ● | political and economic instability, including, without limitation, due to natural disasters or other catastrophic events, such as the Russian invasion of Ukraine and world sanctions on Russia, Belarus, and related parties, terrorist attacks, hurricanes, fire, floods, pollution and earthquakes; |
| ● | obtaining U.S. Food and Drug Administration, or FDA, acceptance of any non-U.S. clinical trials of product candidates; |
| ● | our ability to enroll patients in clinical trials and achieve anticipated development milestones when expected; |
| ● | the ability to pursue and effectively develop new product opportunities and acquisitions and to obtain value from such product opportunities and acquisitions; |
| ● | penalties and market withdrawal associated with any unanticipated problems with product candidates and failure to comply with labeling and other restrictions; |
| ● | general economic conditions, our current low stock price and other factors on our operations, the continuity of our business, including our preclinical and clinical trials, and our ability to raise additional capital; | |
| ● | expenses associated with compliance with ongoing regulatory obligations and successful continuing regulatory review; |
| ● | market acceptance of our product candidates and ability to identify or discover additional product candidates; |
| ● | our ability to obtain high titers for specific phage cocktails necessary for preclinical and clinical testing; |
| ● | the availability of specialty raw materials and global supply chain challenges; |
| ● | the ability of our product candidates to demonstrate requisite, safety and efficacy for drug products, or safety, purity and potency for biologics without causing adverse effects; |
ii
| ● | the success of expected future advanced clinical trials of our product candidates; |
| ● | our ability to obtain required regulatory approvals; |
| ● | delays in developing manufacturing processes for our product candidates; |
| ● | competition from similar technologies, products that are more effective, safer or more affordable than our product candidates or products that obtain marketing approval before our product candidates; |
| ● | the impact of unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives on our ability to sell product candidates or therapies profitably; |
| ● | protection of our intellectual property rights and compliance with the terms and conditions of current and future licenses with third parties; |
| ● | infringement on the intellectual property rights of third parties and claims for remuneration or royalties for assigned service invention rights; |
| ● | our ability to acquire, in-license or use proprietary rights held by third parties necessary to our product candidates or future development candidates; |
| ● | ethical, legal and social concerns about synthetic biology and genetic engineering that may adversely affect market acceptance of our product candidates; |
| ● | reliance on third-party collaborators; |
| ● | our ability to attract and retain key employees or to enforce the terms of noncompetition agreements with employees; |
| ● | the failure to comply with applicable laws and regulations other than drug manufacturing compliance; and |
| ● | potential security breaches, including cybersecurity incidents. |
For a detailed discussionof these and other risks, uncertainties and factors, see Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-Kfor the year ended December 31, 2024. All forward-looking statements contained in this Quarterly Report speak only as of the date hereof.Except as required by law, we are under no duty to (and expressly disclaim any such obligation to) update or revise any of the forward-lookingstatements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report. Comparisons ofresults between current and prior periods are not intended to express any future trends, or indications of future performance, and shouldbe viewed only as historical data.
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
1
BIOMX INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(USD in thousands, except share and per share data)
(unaudited)
| As of | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Non-current restricted cash | ||||||||
| Operating lease right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| In-process Research and development asset | ||||||||
| Total non-current assets | ||||||||
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-1
BIOMX INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(USD in thousands, except share and per share data)
(unaudited)
| As of | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Trade accounts payable | ||||||||
| Current portion of lease liabilities | ||||||||
| Other accounts payable | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Other liabilities | ||||||||
| Warrants | ||||||||
| Total non-current liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred Stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-2
BIOMX INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(USD in thousands, except share and per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Research and development (“R&D”) expenses, net | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Operating loss | ||||||||||||||||
| Other expenses (income) | ( | ) | ( | ) | ||||||||||||
| Interest expenses | ||||||||||||||||
| Income from change in fair value of warrants | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Finance expense (income), net | ( | ) | ||||||||||||||
| Loss (income) before tax | ( | ) | ||||||||||||||
| Tax expenses | ||||||||||||||||
| Net loss (income) | ( | ) | ||||||||||||||
| Basic loss (earnings) per share of Common Stock | ( | ) | ||||||||||||||
| Diluted loss per share of Common Stock | ||||||||||||||||
| Weighted average number of shares used in computing basic loss (earnings) per share of Common Stock | ||||||||||||||||
| Weighted average number of shares used in computing diluted loss per share of Common Stock | ||||||||||||||||
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-3
BIOMX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES INSTOCKHOLDERS’ EQUITY
(USD in thousands, except share and per share data)
(unaudited)
| Redeemable Convertible Preferred Shares | Common stock | Additional paid in | Accumulated | Total Stockholder’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | equity | ||||||||||||||||||||||
| Balance as of January 1, 2025 | ( | ) | ||||||||||||||||||||||||||
| Issuance of Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants under the February 2025 SPA, net of issuance costs (**) | ||||||||||||||||||||||||||||
| Issuance of Common Stock under Inducement Letter Agreements (**) | ||||||||||||||||||||||||||||
| Stock-based compensation expenses | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| Exercise of Private Pre-Funded Warrants and Common Warrants (**) | ||||||||||||||||||||||||||||
| Issuance of Common Stock upon restricted stock units vesting (***) | ||||||||||||||||||||||||||||
| Stock-based compensation expenses | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ||||||||||||||||||||||||||
| (*) | |
| (**) | |
| (***) |
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-4
BIOMX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES INREDEEMABLE CONVERTIBLE
PREFERRED SHARES AND IN STOCKHOLDERS’ EQUITY(CAPITAL DEFICIENCY)
(USD in thousands, except share and per share data)
(unaudited)
| Redeemable Convertible Preferred Shares | Redeemable Convertible Preferred Shares | Common Stock | Additional Paid in | Accumulated | Total Stockholders’ Equity (Capital | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficiency) | ||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost (**) | ||||||||||||||||||||||||||||||||||||
| Exercise of Pre-Funded Warrants into shares of Common Stock (**) | ||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock under At the Market Sales Agreement, net of $ | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expenses | - | |||||||||||||||||||||||||||||||||||
| Issuance of Redeemable Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs (**) | ||||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Exercise of Pre-Funded Warrants into shares of Common Stock (**) | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expenses | - | |||||||||||||||||||||||||||||||||||
| Reclassification of Redeemable Convertible Preferred Shares to equity | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| (*) | Less than $1. |
| (**) | See Note 9A. |
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-5
BIOMX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(USD in thousands, except share and per share data)
(unaudited)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS – OPERATING ACTIVITIES | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments required to reconcile cash flows used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock-based compensation | ||||||||
| Finance expense (income), net | ( | ) | ||||||
| Revaluation of contingent consideration | ( | ) | ||||||
| Income from change in fair value of warrants | ( | ) | ( | ) | ||||
| Private Placement Warrants issuance cost | ||||||||
| Change in contract liability | ( | ) | ||||||
| Loss from sale and disposal of property and equipment, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other current assets | ||||||||
| Trade accounts payable | ( | ) | ||||||
| Other accounts payable | ( | ) | ( | ) | ||||
| Net change in operating leases | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS – INVESTING ACTIVITIES | ||||||||
| Cash and restricted cash acquired from the APT acquisition | ||||||||
| Proceeds from sale of property and equipment | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS – FINANCING ACTIVITIES | ||||||||
| Issuance of Common Stock under February 2025 SPA | ||||||||
| February 2025 SPA issuance costs | ( | ) | ||||||
| Issuance of Common Warrants under February 2025 SPA | ||||||||
| Issuance of Common Stock under Inducement Letter Agreements | ||||||||
| Issuance of Private Placement Warrants under March 2024 PIPE | ||||||||
| Issuance of Redeemable Convertible Preferred Shares under March 2024 PIPE | ||||||||
| March 2024 PIPE issuance costs | ( | ) | ||||||
| Pre-Funded Warrants and Common Warrants exercise | ||||||||
| Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs | ||||||||
| Issuance cost from the APT acquisition | ( | ) | ||||||
| Repayment of long-term debt | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents and restricted cash | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at the beginning of the period | ||||||||
| Cash and cash equivalents and restricted cash at the end of the period | ||||||||
| RECONCILIATION OF AMOUNTS ON CONSOLIDATED BALANCE SHEETS | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents and restricted cash | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | ||||||||
| Taxes paid | ||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Property and equipment purchases included in other accounts payable and trade accounts payable | ||||||||
| March 2024 PIPE issuance cost | ||||||||
| Issuance cost from the APT acquisition | ||||||||
| Issuance of Common Stock under the APT acquisition | ||||||||
| Issuance of Redeemable Convertible Preferred Shares under the APT acquisition | ||||||||
| Issuance of Merger Warrants under the APT acquisition | ||||||||
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-6
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 1 – GENERAL
| A. | General information |
BiomX Inc. (individually, and togetherwith its subsidiaries, BiomX Ltd. (“BiomX Israel”), RondinX Ltd. and Adaptive Phage Therapeutics LLC (“APT”),the “Company” or “BiomX”) was incorporated in 2017. The Company’s shares of common stock, par value $
BiomX is developing both natural andengineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts, at this point, oncystic fibrosis and diabetic foot osteomyelitis. BiomX discovers and validates proprietary bacterial targets and customizes phage compositionsagainst these targets. The Company’s headquarters are located in Ness Ziona, Israel.
On March 6, 2024, the Company enteredinto an agreement and plan of merger (the “Merger Agreement”) with APT and certain other parties, as a result of which APTbecame a wholly-owned subsidiary of the Company (the “Acquisition”), as further described in Note 1D.
On August 8, 2024, the Board of Directorsapproved a
| B. | Israel’s conflicts in the middle east |
On October 7, 2023, an unprecedentedattack was launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern borderfrom the Gaza Strip and in other areas within the state of Israel attacking civilians and military targets while simultaneously launchingextensive rocket attacks on the Israeli population. These attacks resulted in extensive deaths, injuries and kidnapping of civilians andsoldiers. In response, the Security Cabinet of the State of Israel declared war against Hamas and a military campaign against these terroristorganizations commenced in parallel to their continued rocket and terror attacks. In addition, Hezbollah, an Islamist terrorist groupthat controls large portions of southern Lebanon, and Iran attacked military and civilian targets in Israel, both directly and throughproxies such as the Houthi movement in Yemen, armed groups in Iraq and other terrorist organizations. Additionally, following the fallof the Assad regime in Syria, Israel has conducted limited military operations targeting certain Syrian military assets. While a ceasefireagreement was reached with Hezbollah in Lebanon in November 2024, there can be no assurance that this agreement will be maintained. Militaryactivity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential forescalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. Furthermore, thefall of the Assad regime in Syria may create additional geopolitical instability in the region.
On June 12, 2025, Israel conducteda series of preemptive defensive airstrikes in Iran targeting Iran’s nuclear program and military commanders. On June 24, 2025,a ceasefire between Israel and Iran was reached, and as of August 11, 2025, there has been no further escalation of hostilities have beenreported. However, there is no assurance that the ceasefire will be upheld and military activity and hostilities may continue to existat varying levels of intensity.
BiomX headquarters are located in Ness Ziona, Israel,as well as its operations. In addition, most of the key employees and officers are residents of Israel. Accordingly, political, economicand military conditions in Israel and the surrounding region may directly affect its business.
While a few employees of the Companywere called to reserve duty in the Israel Defense Forces, the ongoing war with Hamas, Hezbollah and Iran has not, since its inception,materially impacted BiomX’s business or operations. Furthermore, BiomX does not expect any delays to its programs as a result ofthe situation. However, since this is an event beyond the Company’s control, its continuation or cessation may affect our expectations.The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business.
F-7
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 1 – GENERAL (Cont.)
| C. | Going concern |
The Company has incurred significantlosses and negative cash flows from operations and incurred an accumulated deficit of $
| D. | Merger Agreement |
On March 6, 2024, the Company, enteredinto the Merger Agreement with BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“FirstMerger Sub”), BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“SecondMerger Sub”), and APT. Pursuant to the Merger Agreement, First Merger Sub merged with and into APT, with APT being the survivingcorporation and becoming a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger,APT merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity. APT was a U.S.-based privatelyheld, clinical-stage biotechnology company pioneering the development of phage-based therapies to combat bacterial infection. As a resultof the Acquisition, the Company has a pipeline that includes two Phase 2 assets each aimed at treating serious infections with unmet medicalneeds. See further information regarding the consideration transferred to APT’s former stockholders in Note 9A.
The Acquisition-related transactioncosts were accounted for as expenses in the period in which the costs were incurred. The Company incurred transaction costs of $
The unaudited pro forma financial informationbelow summarizes the combined results of operations for BiomX Inc. (including its wholly owned subsidiaries, BiomX Israel and RondinXLtd.) 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 incurredhad the acquisition occurred on January 1, 2024. The unaudited pro forma financial information as presented below is for informationalpurposes only and is not necessarily indicative of the results of operations that would have been achieved if the Acquisition had takenplace at the beginning of fiscal 2024.
The following unaudited table provides certain pro formafinancial information for the six months ended June 30, 2024, as if the Acquisition occurred on January 1, 2024:
| June 30, 2024* | ||||
| Net loss | ||||
| * |
F-8
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
| A. | Unaudited Condensed Financial Statements |
The accompanying unaudited condensedconsolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements.In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normalrecurring adjustments except as otherwise discussed).
The financial information containedin this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2024, that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”)on March 25, 2025. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2024.The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previousfinancial year.
| B. | Principles of Consolidation |
The condensed consolidated financialstatements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated uponconsolidation.
| C. | Use of Estimates in the Preparation of Financial Statements |
The preparation of financial statementsin conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesand 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, valuationof stock-based compensation awards and warrants fair value revaluation. These estimates and assumptions are based on current facts, futureexpectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for makingjudgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.Actual results may differ materially and adversely from these estimates.
The full extent to which Israel’swar with Iran, Hamas and Hezbollah may directly or indirectly impact the Company’s business, results of operations and financialcondition will depend on future developments that are uncertain, as well as the economic impact on local, regional, national and internationalmarkets.
| D. | Basic and diluted loss (earnings) per share |
Basic loss (earnings) per share iscomputed by dividing net loss (earnings) by the weighted average number of shares of Common Stock outstanding during the period, fullyvested warrants with no exercise price for the Company’s Common Stock and fully vested pre-funded warrants for the Company’sCommon Stock at an exercise price of $
The Company computes net loss (earnings)per share using the two-class method required for participating securities. The two-class method requires income available to common stockholdersfor the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receivedividends as if all income for the period had been distributed. The Company considers its Redeemable Convertible Preferred Shares to beparticipating securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributedto the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares ofCommon Stock. These participating securities do not contractually require the holders of such shares to participate in the Company’slosses. As such, net loss for the periods presented was not allocated to the Company’s participating securities.
F-9
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| E. | Recent Accounting Standards |
Recently adopted accounting pronouncements
In June 2022, the Financial AccountingStandards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03 “Fair Value Measurement of EquitySecurities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 clarifies that a contractual restrictionon the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not consideredin measuring its fair value. ASU 2022-03 also clarifies that an entity cannot, as a separate unit of account, recognize and measure acontractual sale restriction. ASU 2022-03 also introduces new disclosure requirements for equity securities subject to contractual salerestrictions. The Company adopted ASU 2022-03 on January 1, 2025 and it did not have a material impact on its consolidated financial statements.
Recently issued accounting pronouncements,not yet adopted
In December 2023, the FASB issued ASU2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This guidance is intendedto enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requestsfor enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both inthe U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis,with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidanceto determine the impact it may have on its consolidated financial statements disclosures.
In November 2024, the FASB issued ASU2024-03 “Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires moredetailed 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 sellingexpenses. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginningafter December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issuedfor 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.
NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company accounts for financialinstruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishesa fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highestpriority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priorityto unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 – Unadjusted quoted pricesin active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in non-activemarkets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directlyobservable but are corroborated by observable market data.
Level 3 – Prices or valuationsthat require inputs that are both significant to the fair value measurement and unobservable.
There were no changes in the fair valuehierarchy levelling during the three and six months ended June 30, 2025 and the year ended December 31, 2024.
F-10
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont.)
The following table summarizes thefair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fairvalue hierarchy:
| June 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
| Assets: | ||||||||||||||||
| Cash equivalents: | ||||||||||||||||
| Money market funds | ||||||||||||||||
| Foreign exchange contracts receivable | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent consideration | ||||||||||||||||
| Warrants | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
| Assets: | ||||||||||||||||
| Cash equivalents: | ||||||||||||||||
| Money market funds | ||||||||||||||||
| Foreign exchange contracts receivable | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent consideration | ||||||||||||||||
| Warrants | ||||||||||||||||
The changes in the fair value of theCompany’s Level 3 warrants, which are measured on a recurring basis are as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Beginning balance | ||||||||
| Issuance of Private Placement Warrants | ||||||||
| Issuance of Common Warrants | ||||||||
| Repricing of warrants under the Inducement Letter Agreements (*) | ||||||||
| Common Warrants exercise | ( | ) | ||||||
| Change in fair value | ( | ) | ( | ) | ||||
| Ending balance | ||||||||
| (*) |
The Company determined the fair valueof 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:
| June 30, 2025 | December 31, 2024 | |||||||
| Underlying value of Common Stock ($) | ||||||||
| Exercise price ($) | ||||||||
| Expected volatility (%) | ||||||||
| Expected terms (years) | ||||||||
| Risk-free interest rate (%) | ||||||||
Financial instruments with carryingvalues approximating fair value include cash and cash equivalents, restricted cash, other current assets, trade accounts payable and otheraccounts payable, primarily due to their short-term nature.
F-11
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS(Cont.)
The Company determined the fair valueof the liabilities for the contingent consideration based on a probability of discounted cash flow analysis. This fair value measurementis based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. Thefair value of the contingent consideration is based on several factors, such as: the attainment of future clinical, developmental, regulatory,commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis. The discount rateapplied ranged from
The Company uses foreign exchange contracts(mainly options and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designatedas hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or lossesthat offset the revaluation of the cash flows also recorded under financial expenses (income), net in the condensed consolidated statementsof operations. As of June 30, 2025, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amountof approximately $
NOTE 4 – OTHER CURRENT ASSETS
| June 30, 2025 | December 31, 2024 | |||||||
| Government institutions | ||||||||
| Prepaid insurance | ||||||||
| Other prepaid expenses | ||||||||
| Grants receivable | ||||||||
| Other | ||||||||
| Other current assets | ||||||||
NOTE 5 – OTHER ACCOUNTS PAYABLE
| June 30, 2025 | December 31, 2024 | |||||||
| Employees and related institutions | ||||||||
| Accrued expenses | ||||||||
| Government institutions | ||||||||
| Other accounts payable | ||||||||
F-12
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 6 – 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 $ | |
| B. | In March 2022, the Israeli Innovation Authority (“IIA”) approved an application for a total budget of NIS
In March 2023, the IIA approved an application for a total budget of NIS |
| According to the agreement with the IIA, BiomX Israel will pay royalties of
Through June 30, 2025, total grants approved from the IIA aggregated to approximately $ |
F-13
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 7 – U.S. GOVERNMENT CONTRACTS AND GRANTS
In 2019, APT entered into a Base Agreementand 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 nicheto broad use. Awards under the Agreement are intended to lay the groundwork for rapid advancement of personalized phage therapy to commercializationfor the variety of clinical indications and bacterial pathogens representing un-met needs with a focus on infections with significantmilitary relevance. The competitive award was granted by USAMRAA and USAMRDC in collaboration with the Medical Technology Enterprise Consortium(“MTEC”), a 501(c)(3) biomedical technology consortium working in partnership with the U.S. Department of Defense. Since Agreementinception, APT entered into certain modifications to the Agreement to include additional activities and perform pre-clinical activitiesto advance the Diabetic Foot Osteomyelitis (“DFO”) clinical program. Under the Agreement, MTEC reimburses APT for approvedcosts as incurred that are based upon the achievement of certain milestones up to a contract value of $
NOTE 8 – LONG-TERM DEBT
On August 16, 2021 (the “ClosingDate”), 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, $
Interest expense relating to the termloan, which is included in interest expense in the condensed statements of operations was $
F-14
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 9 – STOCKHOLDERS EQUITY
| A. | Share Capital: |
Reverse StockSplit:
On July 9, 2024, the Company’s stockholdersapproved a reverse stock split at a ratio within a range of 1-for-5 and 1-for-10 at such time as the Board of Directors shalldetermine, in its sole discretion, at any time before July 9, 2025. On August 8, 2024, the Board of Directors approved a 1-for-10 ReverseStock Split of the Company’s shares of Common Stock.
On August 20, 2024, the Company fileda Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, which became effective on August 26,2024 (the “Effective Date”). The Company’s Common Stock began trading on a Reverse Stock Split adjusted basis on theNYSE American at the opening of the markets on the Effective Date.
As a result of the Reverse Stock Split,the number of shares of Common Stock outstanding was reduced from
Unless otherwise indicated, all amountsof issued and outstanding stock contained in the accompanying condensed consolidated financial statements have been adjusted to reflectthe 1-for-10 Reverse Stock Split for all prior periods presented. Proportional adjustments were also made to shares underlyingoutstanding equity awards, warrants and Redeemable Convertible Preferred Shares, and to the number of shares issued and issuable underthe Company’s stock incentive plans and certain existing agreements.
Preferred Stock:
The Company is authorized to issue
On March 15, 2024, the Company issued
F-15
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 9 – STOCKHOLDERS EQUITY (Cont.)
Private Investment in Public Equity:
On March 15, 2024, the effective dateof the Acquisition as described in Note 1D, the Company issued to APT’s former stockholders
Concurrently with the consummation ofthe Acquisition, the Company consummated a private placement (the “March 2024 PIPE”) with certain investors pursuant to which,such investors purchased an aggregate of
The Company accounted for the PrivatePlacement Warrants as liabilities as the Private Placement Warrants are not considered indexed to the entity’s own stock based onthe provision of ASC 815. The Private Placement Warrants are measured at fair value at inception and in subsequent reporting periods withchanges in fair value recognized in the condensed consolidated statements.
On July 15, 2024,
In connection therewith, the Company issuedwarrants to purchase shares of the Company’s Common Stock to the Placement Agents (the “Agents Warrants”). See Note9B for further information.
F-16
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 9 – STOCKHOLDERS EQUITY (Cont.)
On February 25, 2025, the Company enteredinto a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issueand sell in a registered direct offering (the “February 2025 Registered Direct Offering”) an aggregate of
The Company accounted for the CommonWarrants as liabilities as they are not considered indexed to the entity’s own stock based on the provision of ASC 815. The CommonWarrants will be measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized in thecondensed consolidated statements.
The Company allocated the total considerationfrom the February 2025 SPA first to the fair value of the Common Warrants and then to the Company’s Common Stock, Registered Pre-FundedWarrants and Private Pre-Funded Warrants. The transaction costs were allocated in the same manner as the consideration. Issuance costswhich were allocated to the Common Warrants were $
Concurrently with the February 2025SPA on February 25, 2025, the Company entered into inducement letter agreements (the “Inducement Letter Agreements”) withcertain holders (the “Holders”) of the Company’s Private Placement Warrants issued on March 2024 PIPE, to purchase anaggregate of
The terms of the Inducement Warrantsare substantially the same as those of the Common Warrants and were accounted for as liabilities.
F-17
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 9 – STOCKHOLDERS EQUITY (Cont.)
At-the-Market Sales Agreement:
In December 2023, pursuant to a registrationstatement on Form S-3 declared effective by the SEC on January 2, 2024, the Company entered an At the Market Offering Agreement with H.C.Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company was able to issue and sell shares of Common Stockhaving an aggregate offering price of up to $
Warrants:
As of June 30, 2025, the Company had thefollowing 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 | SPA ( | |||||||||||
| Merger Warrants | ||||||||||||
| Private Placement Warrants | ||||||||||||
| Registered Pre-Funded Warrants | ||||||||||||
| Private Pre-Funded Warrants | ||||||||||||
| Common Warrants | ||||||||||||
| Inducement Warrants | ||||||||||||
| A&R Warrants | ||||||||||||
| B. | Stock-based Compensation: |
On April 14, 2025, the Board of Directorsapproved the grant of
On April 14, 2025, the Company granted
F-18
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 9 – STOCKHOLDERS EQUITY (Cont.)
A summary of options granted to purchasethe Company’s Common Stock under the Company’s share option plans is as follows:
| For the Six Months Ended June 30, 2025 | ||||||||||||
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
| Outstanding at the beginning of period | ||||||||||||
| Granted | ||||||||||||
| Forfeited | ( | ) | ||||||||||
| Expired | ( | ) | ||||||||||
| Exercised | ||||||||||||
| Outstanding at the end of period | ||||||||||||
| Exercisable at the end of period | ||||||||||||
| Weighted average remaining contractual life of outstanding options – years as of June 30, 2025 | ||||||||||||
Warrants:
As of June 30, 2025, the Company had thefollowing outstanding compensation related warrants to purchase Common Stock:
| Warrant | Issuance Date | Expiration Date | Exercise Price Per Share | Number of Shares of Common Stock Underlying Warrants | ||||||||
| Private Warrants issued to scientific founders | ||||||||||||
| Landlord Warrants | ||||||||||||
| Agents Warrants | ||||||||||||
The following table sets forth the totalstock-based payment expenses resulting from options granted, included in the statements of operations:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Research and development expenses, net | ( | ) | ||||||||||||||
| General and administrative | ||||||||||||||||
F-19
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 10 – BASIC AND DILUTED LOSS (EARNINGS) PER SHARE
The calculation of diluted loss pershare for the three and six months ended June 30, 2025 and June 30, 2024, does not include the shares underlying the following financialinstruments because their effect would be anti-dilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Options | ||||||||||||||||
| Warrants | ||||||||||||||||
| Contingent shares | ||||||||||||||||
| Redeemable Convertible Preferred Shares | ||||||||||||||||
The following table presents the computationof basic and diluted loss (earnings) per share:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Basic loss (earnings) per share of common stock | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss (income) | ( | ) | ||||||||||||||
| Amount allocated to Redeemable Convertible Preferred Shares | ( | ) | ||||||||||||||
| Net loss (income) attributable to shares of common stock | ( | ) | ||||||||||||||
| Denominator: | ||||||||||||||||
| Number of shares of common stock outstanding | ||||||||||||||||
| Number of shares upon pre-funded warrants exercise | ||||||||||||||||
| Number of shares upon fully vested Warrants exercise | ||||||||||||||||
| Total weighted-average number of shares of common stock, shares upon pre-funded warrants and fully vested warrants exercise used in computing basic loss (earnings) per share | ||||||||||||||||
| Basic loss (earnings) per share of common stock | ( | ) | ||||||||||||||
| Diluted net loss per share of common stock | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss (income) | ( | ) | ||||||||||||||
| Change in fair value of Private Placement Warrants | - | - | - | |||||||||||||
| Diluted net loss | ||||||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average number of shares of common stock outstanding | ||||||||||||||||
| Private Placement Warrants | ||||||||||||||||
| Weighted-average number of shares of common stock outstanding, after giving effect to dilutive securities | ||||||||||||||||
| Diluted net loss per share of common stock | ||||||||||||||||
F-20
BIOMXINC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and pershare data)
(unaudited)
NOTE 11 – SEGMENT INFORMATION
The Company operates as a single operatingsegment, as a clinical stage product discovery company developing products using both natural and engineered phage technologies.
Additional disaggregated significantsegment expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations,regularly reviewed by the Company’s CODM, include salaries and clinical trials expenses and presented below.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Salaries and related expenses, other than share-based compensation | ||||||||||||||||
| Clinical trials | ||||||||||||||||
| Stock based compensation | ||||||||||||||||
| Depreciation expenses | ||||||||||||||||
| Other segment items (*) | ||||||||||||||||
| Total Operating expenses | ||||||||||||||||
| (*) |
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 June 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| Israel | ||||||||
| United States | ||||||||
| Total | ||||||||
NOTE 12 – SUBSEQUENT EVENTS
| A. | On July 17, 2025, the Company received the final grant of NIS manufacturing capabilities. | |
| B. | On July 17, 2025, | |
| C. | In July 2025, BiomX Israel notified the lessor of its intention notto exercise the option to extend the lease agreement for an additional five-year period beginning on December 1, 2025, related to itsoffice space in Ness Ziona, Israel. In accordance with the lease terms, BiomX Israel may be required to repay the lessor the remainingbalance of previously reimbursed leasehold improvements costs, amounting to approximately $ | |
| D. | From July 1, 2025 through August 11, 2025, |
F-21
Item 2. Management’s Discussion and Analysis of FinancialCondition and Results of Operations
References in this QuarterlyReport to “the Company”, “BiomX”, “we”, “us” or “our”, mean BiomX Inc. andits consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.
The following discussion andanalysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notesthereto contained elsewhere in this Quarterly Report. The analysis of the financial condition and results of operations includes AdaptivePhage Therapeutics LLC, a Delaware limited liability company (formerly Adaptive Phage Therapeutics Inc., a Delaware corporation), or APT,from the date that we acquired it on March 15, 2024. Certain information contained in the discussion and analysis set forth below includesforward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in anyforward-looking statement because of various factors discussed in this Quarterly Report and in our other filings with the U.S. Securitiesand Exchange Commission, or the SEC.
General
We are a clinical stage productdiscovery company developing products using both natural and engineered phage technologies designed to target and kill specific harmfulbacteria associated with chronic diseases, such as cystic fibrosis, or CF and diabetic foot osteomyelitis, or DFO. Bacteriophage or phageare bacterial, species-specific, strain-limited viruses that infect, amplify and kill the target bacteria and are considered inert tomammalian cells. By utilizing proprietary combinations of naturally occurring phage and by creating novel phage using synthetic biology,we develop phage-based therapies intended to address both large-market and orphan diseases.
Based on the urgency of treatingthe infection (whether acute or chronic), the susceptibility of the target bacteria to phage (e.g. the ability to identify a phage cocktailthat would target a broad range of bacterial strains) and other considerations, we offer two phage-based product types:
| (1) | Fixed cocktail therapy – in this approach a single product containing a fixed number of selected phage is developed to cover a wide range of bacterial strains, thus allowing treatment of broad patient populations with the same product. Fixed cocktails are developed using our proprietary BOLT platform, in which high throughput screening, directed evolution, and bioinformatic approaches are leveraged to produce an optimal phage cocktail. |
| (2) | Personalized therapy – in this approach a large library of phage is developed, of which a single optimal phage is personally matched to treat specific patients. Matching optimal phage with patients is carried out using a proprietary phage susceptibility testing, where multiple considerations are analyzed simultaneously – allowing for an efficient screen of the phage library while maintaining short turnaround times. |
In our therapeutic programs,we focus on using phage therapy to target specific strains of pathogenic bacteria that are associated with diseases. Our phage-based productcandidates are developed utilizing our proprietary research and development platform named BOLT. The BOLT platform is unique, employingcutting edge methodologies and capabilities across disciplines including computational biology, microbiology, synthetic engineering ofphage and their production bacterial hosts, bioanalytical assay development, manufacturing and formulation, to allow agile and efficientdevelopment of natural or engineered phage combinations, or cocktails. The cocktail contains phage with complementary features and isoptimized for multiple characteristics such as broad target host range, ability to prevent resistance, biofilm penetration, stabilityand ease of manufacturing.
Our goal is to develop multipleproducts based on the ability of phage to precisely target harmful bacteria and on our ability to screen, identify and combine differentphage, both naturally occurring and created using synthetic engineering, to develop these treatments.
2
On March 6, 2024, we enteredinto a merger agreement with APT and certain other parties, as a result of which APT became our wholly-owned subsidiary, effective asof March 15, 2024, or the Acquisition. The Acquisition was structured as a stock-for-stock transaction whereby all outstanding equityinterests of APT were exchanged in a merger for an aggregate of 916,497 shares of BiomX common stock, 40,470 shares of Series X PreferredStock, or Redeemable Convertible Preferred Shares, convertible upon stockholder approval into 4,047,000 shares of BiomX common stock,and warrants, or the Merger Warrants, exercisable for 216,650 shares of BiomX common stock. Upon the consummation of the Acquisition,a successor-in-interest of APT became a wholly-owned subsidiary of BiomX.
On May 1, 2025, APT’s ExclusiveLicense with the United States Navy expired by its terms.
Clinical and Pre-Clinical Developments
Ongoing Programs
Cystic Fibrosis
BX004 is our therapeutic phageproduct candidate under development for chronic pulmonary infections caused by Pseudomonas aeruginosa, or P. aeruginosa, a main contributorto morbidity and mortality in patients with CF. Enhanced resistance to antibiotics develops, particularly in CF patients, due to extensivedrug use consisting of prolonged and repeated broad-spectrum antibiotic courses often beginning in childhood, and leading to the appearanceof multidrug-resistant strains. In preclinical in vitro studies, BX004 was shown to be active against antibiotic resistant strains ofP. aeruginosa and demonstrated the ability to penetrate biofilm, an assemblage of surface-associated microbial cells enclosed in an extracellularpolymeric substance and one of the leading causes for antibiotic resistance.
The Phase 1b/2a trial in CFpatients with chronic respiratory infections caused by P. aeruginosa. is comprised of two parts. The study design is based on recommendationsfrom the Cystic Fibrosis Therapeutic Development Network.
In February 2023, weannounced positive results from Part 1 of the Phase 1b/2a trial evaluating BX004. Part 1 evaluated the safety, tolerability, pharmacokinetics,and microbiologic activity of BX004 over a 7-day ascending treatment period in nine CF patients (7 on BX004, 2 on placebo) with chronicP. aeruginosa pulmonary infection in a single ascending dose and multiple dose design.
Results from Part 1 of thePhase 1b/2a trial included the following findings: No safety events related to treatment with BX004 occurred; Mean P. aeruginosa colonyforming units, at Day 15 (compared to baseline): -1.42 log (BX004) vs. +1.26- log (placebo). This 2.7 log₁₀ CFU/g treatmenteffect was seen on top of standard of care inhaled antibiotics; Phage were detected in all patients treated with BX004 during the dosingperiod, including in several patients up to Day 15 (one week after end of therapy); no phage were detected in patients receiving placebo;there was no evidence of treatment-related resistance to BX004 during or after treatment, compared to placebo; Microbiological signalsincluded a reduction in P. aeruginosa relative abundance and an increase in microbiome alpha diversity in the phage-treated group, incontrast to the placebo group; and as expected due to the short duration of treatment, there was no detectable effect on % predicted forcedexpiratory volume in 1 second, or FEV1.
In November 2023, we announcedpositive topline results from Part 2 of the Phase 1b/2a trial evaluating BX004. The objectives of Part 2 of the Phase 1b/2a trial wereto evaluate the safety and tolerability of BX004 in a larger number of CF patients dosed for a longer treatment duration than Part 1 ofthe study. In Part 2, 34 CF patients were randomized in a 2:1 ratio with 23 CF patients receiving BX004 and 11 patients receiving placebovia nebulization twice daily for 10 days.
3
Highlights from the Part 2data of the Phase 1b/2a study included:
| ● | Study drug was safe and well-tolerated, with no related SAEs (serious adverse events) or related APEs (acute pulmonary exacerbations) to study drug. |
| ● | In the BX004 arm, 3 out of 21 (14.3%) patients converted to sputum culture negative for P. aeruginosa after 10 days of treatment (including 2 patients after 4 days) compared to 0 out of 10 (0%) in the placebo arm (In patients that had quantitative colony-forming unit levels at study baseline). |
| ● | BX004 vs. placebo showed a clinical effect in a predefined subgroup of patients with reduced baseline lung function (FEV1<70%). Difference between groups at Day 17: relative FEV1 improvement of 5.67% (change from baseline +1.46 vs. -4.21) and +8.87 points in CFQR respiratory symptom scale (change from baseline +2.52 vs. -6.35). |
In August 2023, the FDA grantedBX004 Fast Track designation for the treatment of chronic respiratory infections caused by P. aeruginosa bacterial strains in patientswith CF. In addition, in December 2023, BX004 received orphan drug designation from the FDA.
BiomX has initiated a randomized,double blind, placebo-controlled, multi-center Phase 2b study in CF patients with chronic P. aeruginosa pulmonary infections andannounced first patient dosed on July 14, 2025. The study will enroll up to 60 patients randomized at a 2:1 ratio to BX004 or placebo.Treatment is expected to be administered via inhalation twice daily for a duration of 8 weeks. The study is designed to monitor the safetyand tolerability of BX004 and is designed to demonstrate improvement in microbiological reduction of P. aeruginosa burden and evaluationof effects on clinical parameters such as lung function measured by FEV1 and patient reported outcomes. Topline readout of the study resultsis expected in the first quarter of 2026.
BiomX has been in communicationwith the FDA and additional regulatory agencies regarding the potential to use Real-World Evidence, or RWE, to explore the link betweenP. aeruginosa reduction and improved clinical outcomes. RWE is clinical evidence on the usage, benefits, or risks of a medical productderived from real-world data, which includes sources such as electronic health records, claims data, patient registries, wearable devices,and observational studies. We anticipate feedback from the FDA and European Committee for Medicinal Products for Human Use in 2025 todiscuss our proposed plan to use RWE to support potential future regulatory filings.
BX211 – Treatment of Diabetic Foot Infections& Osteomyelitis, or DFI/DFO
BX211 is a phage therapy forthe treatment of diabetic foot infections (DFI) and diabetic foot osteomyelitis (DFO) caused by Staphylococcus aureus (S. aureus), a keybacterium implicated in development and exacerbation of diabetic foot infections. The phage treatment tailors a specific phage selectedfrom a proprietary phage-bank according to the specific strain of S. aureus biopsied and isolated from each patient. DFO is a bacterialinfection of the bone that usually develops from a DFI from an infected foot ulcer and is a leading cause of amputation in patients withdiabetes. We believe that scientific literature demonstrating the potential benefit in treating DFIs using phage in animal models as wellas numerous successful compassionate cases using phage therapy to treat DFI and DFO patients support our approach of using phage therapyto treat DFI/DFO.
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In March 2025, we announcedpositive results from the phase 2 trial evaluating BX211 for the treatment of DFO, or the DFO Trial. The DFO Trial is a randomized, double-blind,placebo-controlled, multi-center study investigating the safety, tolerability, and efficacy of BX211 to treat individuals with DFO associatedwith S. aureus. The DFO Trial enrolled a total of 41 patients randomized for treatment at a 2:1 ratio, 26 of whom received intravenous,or IV, and topical administration of BX211 on week 1 followed by a topical weekly dose through week 12, while 15 patients were assignedto the placebo arm. Over the 12-week treatment period, all subjects (treatment and placebo) were also treated in accordance with standardof care, including with systemic antibiotic therapy as appropriate. A readout of the DFO Trial results at week 13 evaluated healing ofthe wound associated with osteomyelitis. The primary efficacy endpoint was percent area reduction, or PAR, of study ulcer through week13. Study design was guided in part by experience with numerous compassionate cases using phage therapy for the treatment of DFO and osteomyelitis.
Results from the DFO Trialfindings included:
| ● | BX211 was found to be safe and well-tolerated. |
| ● | BX211 produced sustained and statistically significant PAR of ulcer size (p = 0.046 at week 12; p=0.052 at week 13), with a separation from placebo (standard of care) starting at week 7 and a difference greater than 40% by week 10. |
| ● | BX211 produced statistically significant improvements in both ulcer depth at week 13 (in patients with ulcer depth defined as bone at baseline) (p=0.048), and in reducing the expansion of ulcer area (p=0.017), compared to placebo. |
| ● | BX211 demonstrated favorable trends compared to placebo across several additional clinical parameters, including: proportion of visits with no clinical evidence of infection; evidence of resolving DFO by MRI/X-ray at week 12; proportion of patients with abnormal C-Reactive Protein, or CRP, at baseline that achieved a reduction of CRP of at least 50% at any point in the study; and greater Wagner scale improvement. The Wagner Scale is a clinical grading system used to classify the severity of diabetic foot ulcers, ranging from 0 (intact skin) to 5 (extensive gangrene). |
| ● | Through week 13, BX211 demonstrated comparable efficacy against both Methicillin-susceptible and resistant strains, as well as against high and low biofilm producers—consistent with the orthogonal mechanism of phage therapy to antibiotics and its inherent anti-biofilm capabilities. |
All p-values described in the aboveDFO Trial are non-adjusted.
BiomX is planning a potentialregistrational study of BX211, pending FDA feedback and availability of cash resources.
Non-CF Bronchiectasis, or NCFB
Chronic P. aeruginosa infectionsin NCFB patients are a main contributor to morbidity and mortality in this disease. Pending positive data of BX004 in our cystic fibrosisPhase 2B study, we expect to look to initiate studies into NCFB as an additional indication for BX004.
National Institutes of Health, or NIH, studyin Cystic Fibrosis
We are supporting a studyconducted by the NIH and The Antibacterial Resistance Leadership Group targeting P. aeruginosa infections in CF patients under FDA emergencyInvestigational New Drug allowance. Phase 1b/2, multi-centered, randomized, double-blind, placebo-controlled trial is assessing the safetyand microbiological activity of a single IV dose of bacteriophage therapy in cystic fibrosis subjects colonized with P. aeruginosa.
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Programs on hold
Prosthetic Joint Infections, or PJI
Our personalized phage therapyfor treating PJI targets multiple bacterial organisms such as Staphylococcus aureus, Staphylococcus epidermidis and Enterococcus faecium.This treatment was granted Orphan-drug designation by the FDA in July 2020. As of the date of this Quarterly Report, we have paused developmentefforts of this program due to prioritizing resources towards our CF and DFO programs, and we cannot provide guidance on resuming itsdevelopment.
Discontinued programs
BX005 – Treatment of Atopic Dermatitis,or AD
BX005 is our topical phageproduct candidate targeting S. aureus. S. aureus is more abundant on the skin of AD patients than on the skin of healthy individualsand on lesional skin than non-lesional skin. It also increases in abundance, becoming the dominant bacteria, when patients experienceflares. By reducing the load of S. aureus, BX005 is designed to shift the skin microbiome composition to its ‘pre-flare’state and potentially provide a clinical benefit. In preclinical in vitro studies, BX005 was shown to eradicate over 90% of strains,including antibiotic resistant strains, from a panel of S. aureus strains (120 strains isolated from skin of subjects from theU.S. and Europe). On April 8, 2022, the FDA approved the Company’s Investigational New Drug (IND) application for BX005.
In 2024, we discontinuedthe development of BX005, choosing instead to focus our resources on our Cystic Fibrosis and DFO programs.
Consolidated Results of Operations
Comparison of the Three Months Ended June 30,2025 and June 30, 2024
The following table summarizesour consolidated results of operations for the three months ended June 30, 2025 and June 30, 2024:
| Three Months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD in thousands | ||||||||
| Research and development (“R&D”) expenses, net | 5,014 | 6,897 | ||||||
| General and administrative expenses | 2,419 | 2,828 | ||||||
| Operating loss | 7,433 | 9,725 | ||||||
| Other expenses (income) | 70 | (2,017 | ) | |||||
| Interest expenses | 5 | 13 | ||||||
| Income from change in fair value of warrants | (1,498 | ) | (11,868 | ) | ||||
| Finance expense, net | 25 | (329 | ) | |||||
| Loss (income) before tax | 6,035 | (4,476 | ) | |||||
| Tax expenses | 2 | 5 | ||||||
| Net loss (income) | 6,037 | (4,471 | ) | |||||
| Basic loss (earnings) per share of Common Stock | 0.19 | (0.14 | ) | |||||
| Diluted loss per share of Common Stock | 0.19 | 0.69 | ||||||
| Weighted average number of shares used in computing basic loss (earnings) per share of Common Stock | 31,308,396 | 6,980,943 | ||||||
| Weighted average number of shares used in computing diluted loss per share of Common Stock | 31,308,396 | 10,750,194 | ||||||
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R&D expenses, net (netof grants received from the Medical Technology Enterprise Consortium (“MTEC”) and the Israel Innovation Authority (“IIA”))were $5.0 million for the three months ended June 30, 2025, compared to $6.9 million for the same period in 2024. The decrease of $1.9million, or 28%, is primarily due to the following factors:
| ● | decreased salaries expenses due to workforce reduction; and |
| ● | a decrease in rent expenses primarily due to the accounting treatment of the right-of-use asset impairment recognized in 2024, which resulted in reduced expenses in the current period. |
The decrease is also attributedto higher grants received. During the three months ended June 30, 2025, the Company recorded $1.0 million of MTEC and IIA grants, comparedto $0.8 million grants recorded in the same period in 2024. The decrease was partially offset by increased expenses due to the initiationof the Phase 2b in the clinical trial of our CF product candidate, BX004.
General and administrativeexpenses were $2.4 million for the three months ended June 30, 2025, compared to $2.8 million for the same period in 2024. The decreaseof $0.4 million, or 14%, was primarily driven by a reduction in legal and other professional service fees, which was partially offsetby an increase in share-based compensation expenses.
Other expenses were $0.1 million for the threemonths ended June 30, 2025, compared to Other income of $2.0 million for the same period in 2024. The decrease in other income resultedprimarily from the reversion of the contract liability associated with the Company’s AD program which has been discontinued.
There was no material changeto Interest expenses that impacted losses for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Income from change infair value of warrants was $1.5 million for the three months ended June 30, 2025, compared to $11.9 million for the three months endedJune 30, 2024. The decrease of $10.4 million, or 87%, was primarily attributed to the revaluation resulting from the accounting treatmentof the Company’s warrants that are classified as a liability.
Finance expense, net, was$25,000 for the three months ended June 30, 2025, compared to Finance income, net, of $0.3 million for the three months ended June 30,2024. The increase was primarily attributable to exchange rate differences.
Basic loss per share of CommonStock was $0.19 for the three months ended June 30, 2025, compared to earnings per share of $0.14 for the three months ended June30, 2024. The change of $0.33 was primarily attributable to a net loss incurred in the current period, compared to earnings for the sameperiod in 2024. The change was also driven by the increase in the weighted average number of shares of Common Stock outstanding due toshare issuances under the February 2025 Financing (as defined below).
Diluted loss per share ofCommon Stock was $0.19 for the three months ended June 30, 2025, compared to $0.69 for the three months ended June 30, 2024.The change of $0.50 was primarily driven by an increase in the weighted average shares of Common Stock outstanding, following issuancesrelated to the February 2025 Financing.
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Comparison of the Six Months Ended June 30,2025 and June 30, 2024
The following table summarizesour consolidated results of operations for the six months ended June 30, 2025 and June 30, 2024:
| Six Months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD in thousands | ||||||||
| R&D expenses, net | 10,264 | 11,002 | ||||||
| General and administrative expenses | 4,925 | 5,508 | ||||||
| Operating loss | 15,189 | 16,510 | ||||||
| Other expenses (income) | 76 | (2,105 | ) | |||||
| Interest expenses | 10 | 863 | ||||||
| Loss (income) from change in fair value of warrants | (2,412 | ) | (3,858 | ) | ||||
| Finance expense, net | 830 | 1,436 | ||||||
| Loss before tax | 13,693 | 12,846 | ||||||
| Tax expenses | 3 | 10 | ||||||
| Net loss | 13,696 | 12,856 | ||||||
| Basic and diluted loss per share of Common Stock | 0.50 | 1.95 | ||||||
| Weighted average number of shares used in computing basic and diluted loss per share of Common Stock | 27,250,021 | 6,605,952 | ||||||
R&D expenses, net (netof grants received from the MTEC and IIA) were $10.3 million for the six months ended June 30, 2025, compared to $11.0 million for thesame period in 2024. The decrease of $0.7 million, or 6%, is primarily due to the following factors:
| ● | decreased salaries expenses due to workforce reduction; and |
| ● | a decrease in rent expenses primarily due to the accounting treatment of the right-of-use asset impairment recognized in 2024, which resulted in reduced expenses in the current period. |
The decrease is also attributedto higher grants received. During the six months ended June 30, 2025, the Company recorded $1.7 million of MTEC and IIA grants, comparedto $1.0 million grants recorded in the same period in 2024. The decrease was partially offset by higher expenses associated with the initiationof the Phase 2b clinical trial for our CF product candidate, BX004.
General and administrativeexpenses were $4.9 million for the six months ended June 30, 2025, compared to $5.5 million for the same period in 2024. The decreaseof $0.6 million, or 11%, is primarily due to expenses incurred during 2024 in connection with the Acquisition completed in March 2024.Such decrease was partially offset by increased share-based compensation expenses.
Other expenses were $0.1 millionfor the six months ended June 30, 2025, compared to Other income of $2.1 million for the same period in 2024. The decrease in other incomeresulted primarily from the reversion of the contract liability associated with the Company’s AD program which has been discontinued.
Interest expenses were $10,000for the six months ended June 30, 2025, compared to $863,000 for the six months ended June 30, 2024. The decrease of $853,000, or 99%,is due to repayment of the loan under the Loan and Security Agreement, or the Hercules Loan Agreement, with Hercules Capital, Inc. inMarch 2024. Interest in the 2025 period was related to an existing loan to APT from the U.S. Small Business Administration.
Income from change in fairvalue of warrants was $2.4 million for the six months ended June 30, 2025, compared to $3.9 million for the six months ended June 30,2024. The decrease of $1.5 million, or 38%, is primarily attributed to the revaluation resulting from the accounting treatment of theCompany’s warrants that are classified as a liability, as well as to the issuance of warrants in the February 2025 Financing.
Finance expense, net, was$0.8 million for the six months ended June 30, 2025, compared to $1.4 million for the six months ended June 30, 2024, and primarily consistedof transaction costs incurred in connection with the February 2025 Financing and the March 2024 PIPE (as defined below), respectively.
Basic and diluted loss pershare of Common Stock was $0.50 for the six months ended June 30, 2025, compared to $1.95 for the six months ended June 30, 2024. Thedecrease of $1.45 was primarily driven by the increase in the weighted average number of shares of Common Stock outstanding due to shareissuances under the February 2025 Financing.
8
Liquidity and CapitalResources
We believe our cash, cashequivalents and restricted cash on hand will be sufficient to meet our working capital and capital expenditure requirements into the firstquarter of 2026. We currently plan to continue to focus primarily on the development of BX004, our product candidate for treating CF andBX211, our product candidate for treating DFO. Although we recently completed the February 2025 Financing and before then the March 2024PIPE, we will likely require additional funds to support our operating expenses and capital requirements. Accordingly, we have implementedcost cutting measures, and are exploring and expect to further explore, raising such additional funds through public or private equity,debt financing, loans, government or other grants or collaborative agreements or from other sources. If we are unable to obtain adequatefinancing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and torespond to business challenges could be significantly limited. If there are increases in operating costs for facilities expansion, researchand development and clinical activity, we will need to use mitigating actions such as to seek additional financing or postpone expensesthat are not based on firm commitments. If certain disruptions due to, for instance, the war with Iran, Hamas and Hezbollah, or Israelipolitical instability persists and deepens, we could experience an inability to access additional capital, which could in the future negativelyaffect our capacity to support our operating expenses and capital requirements. As a result of these factors, management believes thatthere is substantial doubt as to the Company’s ability to continue as a going concern.
Cash Flows
The following table summarizesour sources and uses of cash for the six months ended June 30, 2025 and 2024:
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD in thousands | ||||||||
| Net cash used in operating activities | (14,821 | ) | (22,593 | ) | ||||
| Net cash provided by investing activities | 109 | 717 | ||||||
| Net cash provided by financing activities | 11,884 | 38,772 | ||||||
| Net increase (decrease) in cash and cash equivalents | (2,828 | ) | 16,896 | |||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 39 | (46 | ) | |||||
Operating Activities
Net cash used in operatingactivities for the six months ended June 30, 2025 was $14.8 million, primarily driven by our R&D, general and administrative expenses,as well as changes in our operating assets and liabilities of $1.0 million. Non-cash charges for the six months ended June 30, 2025consisted primarily of income from change in fair value of warrants of $2.4 million, stock-based compensation expenses of $1.4 millionand depreciation expenses of $0.5 million. Net changes in our operating assets and liabilities consisted primarily of an increase in tradeaccounts payable of $0.3 million, a decrease in other accounts payable of $2.4 million and a decrease in other current assets of $1.1million.
Net cash used in operatingactivities for the six months ended June 30, 2024 was $22.6 million, primarily driven by a net loss of $12.9 million, mostly attributableto our R&D, general and administrative expenses, as well as changes in our operating assets and liabilities of $5.0 million.This was partially offset by non-cash charges of $4.7 million. Non-cash charges for the six months ended June 30, 2024 consisted primarilyof income from change in fair value of warrants of $3.9 million, and income from change in contract liability in amount of $2.0 millionresulting from pausing the Company’s AD program. Additionally, we incurred depreciation and amortization expenses of $0.6 millionand Private Placement Warrants (as defined below) issuance costs of $0.7 million. Net changes in our operating assets and liabilitiesconsisted primarily of a decrease in trade accounts payable of $2.2 million and a decrease in other accounts payables of $2.9 million.These were partially offset by a decrease in other current and non-current assets of $0.8 million.
Investing Activities
During the six months endedJune 30, 2025, net cash provided by investing activities was $0.1 million, mainly consisting of proceeds from sale of property and equipment.
During the six months endedJune 30, 2024, net cash provided by investing activities was $0.7 million, mainly consisting of cash and restricted cash acquired fromthe Acquisition.
We have invested, and planto continue to invest, our existing cash in short-term investments in accordance with our investment policy. These investments may includemoney market funds and investment securities consisting of U.S. Treasury notes, and high quality, marketable debt instruments of corporationsand government sponsored enterprises. We use foreign exchange contracts (mainly options and forward contracts) to hedge balance sheetitems from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connectionwith these foreign exchange contracts, we record gains or losses that offset the revaluation of the balance sheet items under financialincome, net in our condensed consolidated statements of operations. As of June 30, 2025, we had outstanding foreign exchange contractsfor the exchange of USD to NIS in the amount of approximately $1.6 million with a fair value asset of $0.1 million. As of June 30, 2024,we had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $0.6 million with a fair valueasset of $17,000.
9
Financing Activities
During the six months endedJune 30, 2025, net cash provided by financing activities was $11.9 million, mainly consisting of the issuance of Common Stock and warrantsunder the February 2025 Financing as well as exercises of warrants.
During the six months endedJune 30, 2024, net cash provided by financing activities was $39.0 million, mainly consisting of the issuance of Redeemable ConvertiblePreferred Shares and warrants in the March 2024 PIPE, or the Private Placement Warrants, in the amount of $20.8 million, net of issuancecosts and $28.7 million, respectively. This was partially offset by the prepayment of the long-term debt in the amount of $10.7 millionunder the Hercules Loan Agreement.
On March 19, 2024, we prepaidthe entire balance due under the Hercules Loan Agreement of $10,428,000. The prepayment included an end of term charge of $983,000 andaccrued interest of $69,000. We received a waiver regarding the prepayment charge that should have been 1% out of the prepaid principalamount, equaling $94,000.
On December 7, 2023, we fileda shelf registration statement on Form S-3, which was declared effective by the SEC on January 2, 2024. In addition, on December 7, 2023,we entered into an At the Market Offering Agreement, or the 2023 ATM Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, withWainwright as manager, pursuant to which we may issue and sell shares of our Common Stock having an aggregate offering price of up to$7.5 million from time to time through Wainwright. We are not obligated to make any sales of Common Stock under the 2023 ATM Agreement.On February 24, 2025, we suspended the ATM Agreement and the related continuous offering by us under an effective registration Statementon Form S-3. We may resume use of the ATM Agreement in the future.
On March 15, 2024, concurrentlywith the consummation of the Acquisition, we consummated a private investment in public equity, or the March 2024 PIPE, with existingand new investors, resulting in aggregate gross proceeds of approximately $50 million, in which the investors purchased (i) an aggregateof 216,417 Redeemable Convertible Preferred Shares, convertible upon stockholder approval, which was obtained on July 9, 2024, into anaggregate of up to 21,641,700 shares of BiomX common stock, and (ii) the Private Placement Warrants, to purchase up to an aggregate of10,820,850 shares of BiomX common stock, at a combined purchase price of $231.10 per share of Series X Preferred Stock and an accompanyingPrivate Placement Warrant to purchase 50 shares of BiomX common stock. The Private Placement Warrants are exercisable at an exercise priceof $2.311 per share and will expire on July 9, 2026.
On February 25, 2025, we enteredinto a Securities Purchase Agreement with certain investors, pursuant to which we agreed to issue and sell, (i) in a registered directoffering, or the February 2025 Registered Direct Offering): (a) an aggregate of 2,828,283 shares of our Common Stock, and (b) pre-fundedwarrants, or the Registered Pre-Funded Warrants, to purchase up to an aggregate of 805,231 shares of Common Stock, and (ii) in a concurrentprivate placement, or the February 2025 PIPE and together with the February 2025 Registered Direct Offering, the February 2025 SPA, (a)unregistered pre-funded warrants, or the Private Pre-Funded Warrants, to purchase up to an aggregate of 2,305,869 shares of Common Stock,and (b) unregistered warrants, or the Common Warrants, to purchase up to an aggregate of 5,939,383 shares of Common Stock. Each Share(or Registered Pre-Funded Warrant in lieu thereof) and Private Pre-Funded Warrant were sold with an accompanying Common Warrant. The combinedeffective purchase price of each Share (or Registered Pre-Funded Warrant in lieu thereof) and accompanying Common Warrant, and of eachPrivate Pre-Funded Warrant and accompanying Common Warrant, is $0.9306. The gross proceeds to the Company from the February 2025 SPA were$5.5 million, before deducting placement agent fees and other offering expenses payable by the Company of $0.7 million. Through August11, 2025, 400,091 Private Pre-Funded Warrants and 1,917 Common Warrants were exercised at an exercise price of $0.0001 and 0.9306 pershare, respectively, into 402,008 shares of Common Stock. Additionally, 800,455 Private Pre-Funded Warrants were exercised into 800,306shares of Common Stock through cashless mechanism for no additional consideration.
In addition, on February 25,2025, we entered into inducement letter agreements, or the Inducement Letter Agreements, with certain holders, or the Holders, of certainof their existing warrants to purchase an aggregate of 6,955,528 shares of Common Stock, originally issued to the Holders on under theMarch 2024 PIPE, having an original exercise price of $2.311 per share, or the Existing Warrants. The shares of Common Stock issued uponthe exercise of the Existing Warrants are registered pursuant to an effective Registration Statement on Form S-3. Pursuant to the InducementLetter Agreements, the Holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $0.9306 per share, orthe February 2025 Warrant Exercise, in consideration of our agreement to issue new unregistered warrants, or the Inducement Warrants,to purchase up to an aggregate of 6,955,528 shares of Common Stock at an exercise price of $0.9306 per share. In connection with the February2025 Warrant Exercise, we agreed that, in the event that any February 2025 Warrant Exercise would otherwise require the Company to issuea number of shares of Common Stock in excess of the number of shares of Common Stock that the Holder may acquire without exceeding thebeneficial ownership limitations, or the Beneficial Ownership Limitation, set forth in the Existing Warrants (or, if applicable and atthe Holder’s election, 9.99%) (such excess shares, the Excess Existing Warrant Shares), (i) the Company shall issue to the Holderthe maximum number of Existing Warrant Shares that the Holder is entitled to receive without exceeding the Beneficial Ownership Limitation,as directed by the Holder, and (ii) in lieu of issuing any Excess Existing Warrant Shares, (x) the Existing Warrant shall automaticallybe amended and restated in its entirety as set in the Letter Agreement, or, following such amendment, the Amended and Restated Warrant.The gross proceeds to the Company from the February 2025 Warrant Exercise were $6.5 million prior to deducting placement agent fees andoffering expenses of $0.4 million. We refer to the February 2025 Warrant Exercise and the February 2025 SPA, as the February 2025 Financing.
10
Outlook
We have accumulated a deficitof $194.4 million since our inception. To date, we have not generated revenue from our operations, and we do not expect to generate anysignificant revenues from sales of products in the next twelve months. Our cash needs may increase in the foreseeable future. We expectto generate revenues from the sale of licenses to use our technology or products, but in the short and medium terms any amounts generatedare unlikely to exceed our costs of operations. According to our estimates and based on our current operating plans, our liquidity resourcesas of June 30, 2025, which consisted primarily of cash, cash equivalents and restricted cash of approximately $15.2 million will be sufficientto fund our operations into the first quarter of 2026.
Consistent with our ongoingR&D activities, we expect to continue to incur additional losses in the foreseeable future. To the extent we require funds above ourexisting liquidity resources in the medium and long term, we plan to fund our operations, as well as other development activities relatingto additional product candidates, through future issuances of public or private equity, issuance of debt securities, loans, and possiblyadditional grants from the Israeli Innovation Authority, or IIA, MTEC or other government or non-profit institutions. Our ability to raiseadditional capital in the equity and debt markets is dependent on a number of factors including, but not limited to, the market demandfor our securities, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertaintythat we would be able to raise such additional capital at a price or on terms that are favorable to us.
Item 3. Quantitative and Qualitative DisclosuresAbout Market Risk
As a smaller reporting company,we are not required to make disclosures under this Item.
Item 4. Controls and Procedures
We maintain disclosure controlsand procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that informationrequired to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specifiedin the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principalexecutive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regardingrequired disclosure.
Evaluation of Disclosure Controls and Procedures
Our management, with the participationof our principal executive officer and principal financial officer, conducted an evaluation, as of the end of the period covered by thisQuarterly Report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e)under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded thatour disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control over FinancialReporting
There has been no change inour internal control over financial reporting, as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, duringthe quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control overfinancial reporting.
11
PART II -
Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
12
SIGNATURES
Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.
| BIOMX INC. | ||
| Date: August 13, 2025 | By: | /s/ Jonathan Solomon |
| Name: | Jonathan Solomon | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 13, 2025 | By: | /s/ Marina Wolfson |
| Name: | Marina Wolfson | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
13
Exhibit 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14(a)UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Jonathan Solomon, certify that:
1. I have reviewed this Quarterly Report onForm 10-Q of BiomX Inc.;
2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge,the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’sother certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules13(a)-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;
(b) Designed such internalcontrol over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;
(c) Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in thisreport any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, oris reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’sother certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions):
(a) All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whetheror not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.
| Date: August 13, 2025 | /s/ Jonathan Solomon |
| Jonathan Solomon | |
| Chief Executive Officer | |
| (Principal executive officer) |
Exhibit 31.2
CERTIFICATION
PURSUANT TO RULE 13a-14(a)UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Marina Wolfson, certify that:
1. I have reviewed this Quarterly Report onForm 10-Q of BiomX Inc.;
2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge,the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’sother certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules13(a)-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;
(b) Designed such internalcontrol over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;
(c) Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in thisreport any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, oris reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’sother certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions):
(a) All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whetheror not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.
| Date: August 13, 2025 | /s/ Marina Wolfson |
| Marina Wolfson | |
| Chief Financial Officer | |
| (Principal financial officer) |
Exhibit 32
CERTIFICATION PURSUANTTO
18 U.S.C. SECTION 1350
In connection with theQuarterly Report of BiomX Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securitiesand Exchange Commission (the “Quarterly Report”), each of the undersigned, in the capacities and on the dates indicated below,hereby certifies pursuant to 18 U.S.C. Section 1350, that, to his or her knowledge:
| 1. | The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 13, 2025 | /s/ Jonathan Solomon |
| Jonathan Solomon | |
| Chief Executive Officer | |
| (Principal executive officer) |
| Date: August 13, 2025 | /s/ Marina Wolfson |
| Marina Wolfson | |
| Chief Financial Officer | |
| (Principal financial officer) |