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BiomX Inc.

For the period ended Mar 31, 2026. Filed May 20, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 20, 2026

HLSQ$0.13+6.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31,2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:001-38762

BiomX Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware82-3364020
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
850 New Burton Road, Suite 201, Dover, DE19904
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:+972 52 437 4900

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par valuePHGENYSE American

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 requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is 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☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is 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 of Common Stock as of May 20, 2026 was 10,146,516.

BIOMX, INC.

Form 10-Q

March 31, 2026

Page
PART I — FINANCIAL INFORMATION
Item 1 – Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets – March 31, 2026 (unaudited) and December 31, 2025F-1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)F-2
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the three months ended March 31, 2026 and 2025 (unaudited)F-3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025(unaudited)F-4
Notes to Unaudited Condensed Consolidated Financial StatementsF-5-F-21
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations2
Item 3 – Quantitative and Qualitative Disclosures About Market Risk11
Item 4 – Controls and Procedures11
PART II — OTHER INFORMATION12
Item 1 – Legal Proceedings12
Item 1A – Risk Factors12
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds12
Item 3 – Defaults upon Senior Securities12
Item 4 – Mine Safety Disclosures12
Item 5 – Other Information12
Item 6 – Exhibits12
Exhibit Index
SIGNATURES13

i

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 necessarily mean that a statement is not forward-looking. For example, we are making forward-looking statements when we discuss our business strategy and plans, including our strategic transition to defense, security, and critical infrastructure technology markets; the operations and integration of our recently acquired subsidiaries Dr. Frucht Systems Ltd. (“DFSL”) and Zorro Net Ltd. (“Zorronet”) and our wholly-owned subsidiary X Security & Defense LTD (“X Security”); our plan to regain compliance with the continued listing requirements of the NYSE American; our ability to raise additional capital and the sources of our liquidity; the future business prospects of our new operating subsidiaries; anticipated revenue from defense, security and critical-infrastructure customer engagements; and our ability to continue as a going concern. However, you should understand that these statements are not guarantees of performance or results, and there are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, among others:

●our ability to maintain compliance with the continued listing standards of the NYSE American, including in connection with the deficiency notice we received from NYSE Regulation on March 25, 2026 with respect to Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide, the Compliance Plan we submitted to NYSE Regulation on April 24, 2026;
●substantial doubt about our ability to continue as a going concern;
●our ability to raise additional capital on acceptable terms, or at all, including under our existing at-the-market sales agreement, any future at-the-market offering program, public or private equity or debt offerings;
●the success of our acquisitions of DFSL and Zorronet, the establishment of X Security, and the integration and operation of these subsidiaries;
●our ability to retain key personnel of our new operating subsidiaries, including Dr. Yaacov Frucht at DFSL and the key employees of Zorronet that we have committed to retain for three years following the closing of the Zorronet acquisition;
●the business prospects of DFSL and Zorronet, including the receipt of additional purchase orders and the conversion of pilot programs and pipeline opportunities into revenue-generating contracts;
●the ability of our new operating subsidiaries to maintain and expand their commercial relationships with customers;

ii

●compliance with Israeli defense export control laws, U.S. defense export control laws (including the International Traffic in Arms Regulations and the Export Administration Regulations), and other applicable defense, security and counter-proliferation laws and regulations;
●expenses associated with compliance with ongoing regulatory obligations and successful continuing regulatory review;
●political, economic and military instability in the State of Israel and the surrounding region, including the ongoing armed conflicts with Hamas, Hezbollah and Iran-affiliated organizations, and the potential for escalation;
●the obligation of key personnel of our Israeli subsidiaries to perform military reserve duty in the IDF, which may be extended during periods of military conflict;
●our ability to realize value from retained legacy phage therapy assets, including the patent portfolio and the limited non-dilutive grant relationships associated with APT’s legacy BX011 program;
●the dilutive impact of our outstanding warrants, convertible note, equity incentive plan issuances, Series X Preferred Stock and any future capital raises on existing stockholders;
●risks related to our cybersecurity infrastructure and the protection of sensitive defense-related information;
●general economic conditions, currency exposures (particularly between the U.S. dollar and the New Israeli Shekel), and other factors affecting our operations; and
●potential security breaches, including cybersecurity incidents.

For a detailed discussion of these and other risks, uncertainties and factors, see Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2026 (the “2025 10-K”), and the updated risk factors set forth in our Current Report on Form 8-K filed with the SEC on May 5, 2026 (the “May 5 8-K”). 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-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report. Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, and should be viewed only as historical data.

iii

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF MARCH 31, 2026

USD IN THOUSANDS

TABLE OF CONTENTS

Page
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED):
Condensed Consolidated Interim Balance Sheets (unaudited)F-1
Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)F-2
Condensed Consolidated Interim Statements of Capital Deficiency (unaudited)F-3
Condensed Consolidated Interim Statements of Cash Flows (unaudited)F-4
Notes to Condensed Consolidated Interim Financial StatementsF-5-F-21
ContentsView on SEC.gov

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