BiomX Inc.

In addition to the other information set forth in this Quarterly Report, including in the section captioned “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the risk factors discussed in Part I, Item 1A “Risk Factors” of the 2025 10-K, as updated and supplemented by the risk factors relating to our strategic transition and new business focus set forth in the May 5 8-K. Those risks could materially affect our business, financial condition, results of operations, cash flows and the trading price of our Common Stock. The risk factors set forth below update and supplement those risk factors. Other than as set forth below and as supplemented by the disclosures contained elsewhere in this Quarterly Report, there have been no material changes to the risk factors set forth in the 2025 10-K and the May 5 8-K.

We are not in compliance with the NYSE American continued listing standards relating to stockholders’ equity, and if we fail to regain compliance our Common Stock could be delisted.

On March 25, 2026, we received notice from NYSE Regulation that we were not in compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide, based on our reported stockholders’ deficit of $(1.3) million as of December 31, 2025 and our losses from continuing operations and/or net losses in our five most recent fiscal years. On June 10, 2026, NYSE Regulation accepted our compliance plan and granted a plan period through September 25, 2027. We continue to report a capital deficiency. If we do not make progress consistent with the plan or regain compliance by the end of the plan period, the Exchange may commence delisting proceedings. Delisting would likely reduce the liquidity and market price of our Common Stock, impair our ability to raise capital.

The low market price of our Common Stock limits our ability to raise capital under our at-the-market program, and sales under that program are substantially dilutive.

Our Common Stock has traded at prices below $0.50 per share during the second quarter of 2026 and at lower prices thereafter. Because we are subject to the limitations of General Instruction I.B.6 of Form S-3, the aggregate amount we may sell under our shelf registration statement in any 12-month period is limited by reference to our public float, and the low price of our Common Stock means we must issue a large number of shares to raise a modest amount of capital. During the second quarter we sold 793,005 shares for net proceeds of approximately $0.3 million, and from July 1, 2026 through August 12, 2026 we sold an additional 8,902,611 shares for net proceeds of approximately $2.4 million. Continued sales under the program will be substantially dilutive to existing stockholders and may place further downward pressure on the market price of our Common Stock, which in turn further reduces the capital available to us under the program. In addition, our low share price may itself become the subject of continued listing concerns under Section 1003(f)(v) of the Company Guide, which could require us to effect a reverse stock split to maintain our listing.