BiomX Inc.
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
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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.
Jun 30, 2026 · Filed Aug 19, 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 June 30,2026
or
☐ 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)
| Delaware | 82-3364020 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
850 New Burton Road, Suite 201, Dover, DE 19904
(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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value | PHGE | NYSE 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☒
As of August 18, 2026, the registrant had 26,723,870 shares of common stock, $0.0001 par value per share, issued and outstanding.
BIOMX, INC.
Form 10-Q
June 30, 2026
| Page | |
|---|---|
| PART I — FINANCIAL INFORMATION | |
| Item 1 – Unaudited Condensed Consolidated Financial Statements | |
| Condensed Consolidated Interim Balance Sheets (unaudited) | F-1 |
| Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited) | F-2 |
| Condensed Consolidated Interim Statements of Stockholders’ Equity (Deficit) (unaudited) | F-3 |
| Condensed Consolidated Interim Statements of Cash Flows (unaudited) | F-5 |
| Notes to Condensed Consolidated Interim Financial Statements | F-7 - F-31 |
| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 |
| Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4 – Controls and Procedures | 10 |
| PART II — OTHER INFORMATION | 11 |
| Item 1 – Legal Proceedings | 11 |
| Item 1A – Risk Factors | 11 |
| Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3 – Defaults upon Senior Securities | 12 |
| Item 4 – Mine Safety Disclosures | 12 |
| Item 5 – Other Information | 12 |
| Item 6 – Exhibits | 13 |
| Exhibit Index | 13 |
| SIGNATURES | 14 |
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the “safe harbor” provisions 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”). All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding our strategic transition to the defense, security and critical infrastructure technology markets, the integration and expected performance of our recently acquired subsidiaries, our future results of operations and financial position, business strategy, prospective products and services, the expected outcome of the insolvency proceedings of BiomX Ltd. and the anticipated Chapter 7 filing of Adaptive Phage Therapeutics, LLC, our ability to regain compliance with the continued listing standards of the NYSE American, our ability to obtain stockholder approvals required by the rules of the NYSE American, our expectations regarding our ability to raise capital, including under our at-the-market offering program, and our ability to continue as a going concern, are forward-looking statements.
These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions.
Factors that may cause actual results to differ materially from current expectations include, among other things, those described in Part II, Item 1A “Risk Factors” of this Quarterly Report, in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026, as amended by Amendment No. 1 thereto filed on April 30, 2026 (as so amended, the “2025 10-K”), and in the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2026 (the “May 5 8-K”). Any forward-looking statement in this Quarterly Report speaks only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
ii
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(U.S. dollars in thousands except share and per share data)
| June 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Assets | ||
| Current Assets | ||
| Cash and cash equivalents | 347 | 4,360 |
| Restricted cash | - | 595 |
| Short term investments | 225 | - |
| Property and equipment, held for sale | - | 157 |
| Trade receivables | 327 | - |
| Other current assets | 1,517 | 463 |
| Total Current assets | 2,416 | 5,575 |
| Non-current Assets | ||
| Property and Equipment, Net | 101 | - |
| Right Of Use asset arising from operating lease and deposits | 21 | - |
| Goodwill & intangible assets | 25,422 | - |
| In-process Research and development (“IPR&D”) asset | 208 | 208 |
| Funds in respect of employee rights upon terminations | 18 | - |
| Total Non-current assets | 25,770 | 208 |
| Total assets | 28,186 | 5,783 |
| Liabilities and Stockholders’ equity (deficit) | ||
| Current Liabilities | ||
| Short term bank credit | 210 | - |
| Trade account payables | 908 | 3,120 |
| Balance due to Biomx Ltd | 1,254 | - |
| Loans payable - related parties | 887 | - |
| Contingent consideration | 1,695 | - |
| Promissory notes | 2,009 | - |
| Warrant liability issued as consideration for subsidiary acquisition | 2,082 | - |
| Current portion of lease liabilities | 8 | 1,436 |
| Other account payables | 1,127 | 1,823 |
| Total current liabilities | 10,180 | 6,379 |
| Non-current Liabilities | ||
| Long term loans, net of current portion | 247 | - |
| Right Of Use liabilities arising from operating lease | 13 | - |
| Severance pay liability | 36 | |
| Warrants | 87 | 706 |
| Total non-current liabilities | 383 | 706 |
| Total liabilities | 10,563 | 7,085 |
| Stockholders’ equity (deficit) | ||
| Preferred Stock, $0.0001 par value; Authorized - 1,000,000 shares as of June 30, 2026 and December 31, 2025. Issued and outstanding – 51,598 as of June 30, 2026 and 147,512 shares as of December 31, 2025. | 6,512 | 18,617 |
| Common stock, $0.0001 par value (“Common Stock”); Authorized - 750,000,000 shares as of June 30, 2026 and December 31, 2025. Issued and outstanding – 12,590,641 and 1,593,703 as of June 30, 2026 and December 31, 2025, respectively. | 8 | 7 |
| Receivables on account of shares | (300) | - |
| Additional paid-in capital | 244,474 | 196,970 |
| Accumulated deficit | (239,808) | (216,896) |
| Foreign currency translation adjustments | (21) | - |
| Total Company’s stockholders’ equity (deficit) | 10,865 | (1,302) |
| Non-controlling interests | 6,758 | - |
| Total Stockholders’ equity (deficit) | 17,623 | (1,302) |
| Total liabilities and Stockholders’ equity (deficiency) | 28,186 | 5,783 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.