0001213900-26-018231 | 10-K | XBRL Viewer

Jul. 28, 2021

Jan. 28, 2027

Number of Shares of Common Stock Underlying Warrants

$ 950

14,808

Common Stock Issued to Stockholders [Member] | Merger Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Mar. 15, 2024

Jan. 28, 2027

Number of Shares of Common Stock Underlying Warrants

$ 950

11,404

Common Stock Issued to Stockholders [Member] | Private Placement Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Mar. 15, 2024

Jul. 09, 2026

Number of Shares of Common Stock Underlying Warrants

$ 43.91

203,444

Common Stock Issued to Stockholders [Member] | Registered Pre-Funded Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Feb. 25, 2025

Apr. 21, 2030

Number of Shares of Common Stock Underlying Warrants

$ 0.0019

42,381

Common Stock Issued to Stockholders [Member] | Private Pre-Funded Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Feb. 25, 2025

Apr. 21, 2030

Number of Shares of Common Stock Underlying Warrants

$ 0.0019

46,232

Common Stock Issued to Stockholders [Member] | Common Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Feb. 25, 2025

Apr. 21, 2030

Number of Shares of Common Stock Underlying Warrants

$ 17.68

312,503

Common Stock Issued to Stockholders [Member] | Inducement Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Feb. 25, 2025

Apr. 21, 2030

Number of Shares of Common Stock Underlying Warrants

$ 17.68

366,087

Common Stock Issued to Stockholders [Member] | A&R Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Feb. 25, 2025

Apr. 21, 2030

Number of Shares of Common Stock Underlying Warrants

$ 0.0019

157,603

Common Stock [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Number of Shares of Common Stock Underlying Warrants

51,458

Common Stock [Member] | Private Warrants issued to scientific founders [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Nov. 27, 2017

^[1]

^[1]

Number of Shares of Common Stock Underlying Warrants

^[1]

^[1]

Common Stock [Member] | Landlord Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Mar. 15, 2024

^[2]

Jan. 28, 2027

^[2]

Number of Shares of Common Stock Underlying Warrants

$ 950

^[2]

1,316

^[2]

Common Stock [Member] | Agents Warrants [Member]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders [Line Items]

Mar. 15, 2024

Jul. 09, 2026

Number of Shares of Common Stock Underlying Warrants

$ 43.91

50,126

[1]

In November 2017, BiomX Israel issued 298 warrants to its founders. The warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction. The warrants did not expire as a result of the Recapitalization Transaction and have no exercise price. The Merger Agreement as described in note 1C does not apply for such M&A transaction as defined in the grant agreement.

[2]

See Note 5

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes [Abstract]

Schedule of Theoretical Income Tax and Effective Income Tax

The following table presents the reconciliation between the Company’s theoretical income tax and effective income tax for the year ended December 31, 2025 after the adoption of ASU 2023-09:

	2025						2024
	$			%			$			%
U.S. federal Statutory tax rate		(7,600	)		(21	)		(3,720	)		(21	)

Foreign tax effects:
Israel
Statutory tax rate difference		(481	)		(1.33	)		(428	)		(2.42	)
Change in valuation allowance		5,336			14.74			4,190			23.65
Stock-based compensation		428			1.18			329			1.86
Other nondeductible items		(18	)		(0.05	)		(18	)		(0.1	)

Nontaxable or Nondeductible items:
Stock-based compensation		-			-			154			0.87
Gain from early lease termination		(819	)		(2.26	)		-			-
Change in valuation allowance		3,440			9.5			(924	)		(5.22	)
Other adjustments		(279	)		(0.76	)		430			2.43
Total Effective Tax Rate		7			0.02			13			0.07

Schedule of Loss Before Taxes on Income

Loss before taxes on income, consists of the following:

	Year ended December 31,
	2025		2024

Domestic - United States		12,145		(3,511	)
Foreign - Israel		24,047		21,225
		36,192		17,714

Schedule of Net Deferred Tax Assets

Net deferred tax assets as of December 31, 2025 and 2024 consisted of the following:

	As of December 31,
	2025			2024

Deferred tax assets:
Net operating loss carryforwards		51,579			42,454
Research and development expenses, net		8,737			10,898
Lease liability		-			785
Research and development tax credits (*)		601			601
Fixed assets		310			-
IPR&D - Intangible Asset		2,192			-
Other		1,038			838
Total deferred tax assets		64,457			55,576
Deferred tax liabilities:
Right of use assets		-			(847	)
IPR&D - Intangible Asset		-			(127	)
Private Placement Warrants		(6,840	)		(5,571	)
Fixed assets		-			(190	)
Total deferred tax liabilities		(6,840	)		(6,735	)
Valuation allowance		(57,617	)		(48,841	)
Net deferred tax assets		-			-

(*)

Research and development tax credits will begin to expire in 2038.

Stockholders Equity - Schedule of Fair Value of Each Option Estimated Using the Black-Scholes Option-Pricing Model (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Schedule of Fair Value of Each Option Estimated Using the Black-Scholes Option-Pricing Model [Abstract]
Underlying value of Common Stock ($)	$ 10.22	$ 68.97
Exercise price ($)	$ 10.22	$ 68.97
Expected volatility (%)	110.50%	112.60%
Expected terms of the option (years)	6 years 1 month 9 days	6 years 1 month 9 days
Risk-free interest rate (%)	4.12%	4.14%

Other Account Payables

12 Months Ended

Dec. 31, 2025

Other Account Payables [Abstract]

OTHER ACCOUNT PAYABLES

NOTE 6 -

OTHER ACCOUNT PAYABLES

	As of December 31,
	2025		2024

Employees and related institutions		475		854
Accrued expenses		720		3,771
Government institutions		628		630
		1,823		5,255

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Income Taxes [Line Items]
Tax jurisdictions	state and local jurisdictions
Statutory income tax rate	21.00%	21.00%
Adaptive Phage Therapeutics LLC [Member]
Income Taxes [Line Items]
Operating loss carryforward	$ 22,131
U.S. [Member]
Income Taxes [Line Items]
Operating loss carryforward	85,570
Israel [Member]
Income Taxes [Line Items]
Operating loss carryforward	$ 146,128	$ 126,428
Statutory Israeli income tax rate	23.00%

U.S. Government Contracts and Grants

12 Months Ended

Dec. 31, 2025

U.S. Government Contracts and Grants [Abstract]

U.S. GOVERNMENT CONTRACTS AND GRANTS

NOTE 9 -

U.S. GOVERNMENT CONTRACTS AND GRANTS

In 2019, APT entered into a Base Agreement and Research Project Award (collectively, the “Agreement”) with the U.S. Army Medical Research Acquisition Activity (“USAMRAA”) and the U.S. Army Medical Research & Development Command (“USAMRDC”) to advance personalized phage therapy from niche to broad use. Awards under the Agreement are intended to lay the groundwork for rapid advancement of personalized phage therapy to commercialization for the variety of clinical indications and bacterial pathogens representing un-met needs with a focus on infections with significant military relevance. The competitive award was granted by USAMRAA and USAMRDC in collaboration with MTEC, a 501(c)(3) biomedical technology consortium working in partnership with the U.S. Department of Defense. Since Agreement inception, APT entered into certain modifications to the Agreement to include additional activities and perform pre-clinical activities to advance the Diabetic Foot Osteomyelitis (“DFO”) clinical program. Under the Agreement, MTEC reimburses APT for approved costs as incurred that are based upon the achievement of certain milestones up to a contract value of $36,214. In September 2024, the Agreement was amended to extend the period of performance to continue and complete the pre-clinical activities for the DFO clinical program, which increased the total contract value to $39,081. In conjunction with this Agreement, APT was subject to an assessment fee of an amount equal up to 3% of the total funded value of the research project award which was paid by the Company upon signing the agreement or the modifications. Under the amendment signed in September 2024, APT was subject to an assessment fee of 1%, resulting in a payment of $29 to MTEC in December 2024. For the period between the Acquisition and December 31, 2025, the Company received grants of $5,760 from MTEC with respect to the cost reimbursement contract. During the years ended December 31, 2025 and 2024, the Company recorded $1,638 and $2,614 as a reduction of R&D expenses, net.

Other Current Assets

12 Months Ended

Dec. 31, 2025

Other Current Assets [Abstract]

OTHER CURRENT ASSETS

NOTE 3 -

OTHER CURRENT ASSETS

	As of December 31,
	2025		2024

Government institutions		111		74
Prepaid insurance		248		959
Other prepaid expenses		93		322
Grants receivables		-		1,171
Other		11		180
		463		2,706

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes [Abstract]

INCOME TAXES

NOTE 16 -

INCOME TAXES

	A.	The Company files income tax returns in the U.S. federal jurisdiction and in state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s income tax returns since 2021 remain open and subject to examination. The statutory U.S. federal income tax rate is 21%. As of December 31, 2025, the Company had total net operating losses in the U.S. of approximately $85,570, which may be carried forward and offset against taxable income in the future. Utilization of carryforward losses and research and development tax credit carryforwards may be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code due to ownership changes that may have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforward losses that can be utilized annually to offset future taxable income. APT’s carryforward losses of $22,131 might be subject to Section 382 limitation.

	B.	BiomX Israel files income tax returns in Israel. Its tax assessments through 2020 are deemed to be final. The statutory Israeli income tax rate is 23%.

As of December 31, 2025 and 2024, BiomX Israel had total carryforward losses in Israel of approximately $146,128 and $126,428 respectively.

	D.	Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2025 and 2024. Management reevaluates the positive and negative evidence at each reporting period.

	E.	The Company’s policy is to record estimated interest and penalties related to uncertain tax positions in income tax expense. The Company has no amounts recorded for any unrecognized tax positions, accrued interest nor penalties as of December 31, 2025 and 2024.

The following table presents the reconciliation between the Company’s theoretical income tax and effective income tax for the year ended December 31, 2025 after the adoption of ASU 2023-09:

	2025						2024
	$			%			$			%
U.S. federal Statutory tax rate		(7,600	)		(21	)		(3,720	)		(21	)

Foreign tax effects:
Israel
Statutory tax rate difference		(481	)		(1.33	)		(428	)		(2.42	)
Change in valuation allowance		5,336			14.74			4,190			23.65
Stock-based compensation		428			1.18			329			1.86
Other nondeductible items		(18	)		(0.05	)		(18	)		(0.1	)

Nontaxable or Nondeductible items:
Stock-based compensation		-			-			154			0.87
Gain from early lease termination		(819	)		(2.26	)		-			-
Change in valuation allowance		3,440			9.5			(924	)		(5.22	)
Other adjustments		(279	)		(0.76	)		430			2.43
Total Effective Tax Rate		7			0.02			13			0.07

Loss before taxes on income, consists of the following:

	Year ended December 31,
	2025		2024

Domestic - United States		12,145		(3,511	)
Foreign - Israel		24,047		21,225
		36,192		17,714

Net deferred tax assets as of December 31, 2025 and 2024 consisted of the following:

	As of December 31,
	2025			2024

Deferred tax assets:
Net operating loss carryforwards		51,579			42,454
Research and development expenses, net		8,737			10,898
Lease liability		-			785
Research and development tax credits (*)		601			601
Fixed assets		310			-
IPR&D - Intangible Asset		2,192			-
Other		1,038			838
Total deferred tax assets		64,457			55,576
Deferred tax liabilities:
Right of use assets		-			(847	)
IPR&D - Intangible Asset		-			(127	)
Private Placement Warrants		(6,840	)		(5,571	)
Fixed assets		-			(190	)
Total deferred tax liabilities		(6,840	)		(6,735	)
Valuation allowance		(57,617	)		(48,841	)
Net deferred tax assets		-			-

(*)

Research and development tax credits will begin to expire in 2038.

The entire disclosure for income tax.

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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General and Administrative Expenses [Abstract]

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Schedule of Other Current Assets [Abstract]
Government institutions	$ 111	$ 74
Prepaid insurance	248	959
Other prepaid expenses	93	322
Grants receivables		1,171
Other	11	180
Total	$ 463	$ 2,706

General and Administrative Expenses (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of General and Administrative Expenses

	Year ended December 31,
	2025		2024

Salaries and related expenses		2,487		3,101
Stock-based compensation		1,380		1,248
Professional services		2,585		3,227
Travel expenses		172		299
Rent and related expenses		602		593
Insurance expenses		1,191		1,379
Depreciation		658		317
Acquisition transaction costs		-		888
Other		553		724
		9,628		11,776

Goodwill, Intangible Asset & Long-Lived Assets Impairment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Goodwill, Intangible Asset & Long-Lived Assets Impairment [Line Items]
Goodwill value		$ 801
Goodwill impairment		801
Impairment loss on the IPR&D	11,842	3,237
IPR&D balance	208	$ 12,050
Discount rate on estimated weighted-average cost		19.00%
Impairment of intangible assets	1,653	$ 4,046
Tangible asset impairment charges		3,516
IPR&D [Member]
Goodwill, Intangible Asset & Long-Lived Assets Impairment [Line Items]
Goodwill value	501
Impairment loss on the IPR&D	11,842
Recorded impairment amount		3,237
Right of Use Assets [Member]
Goodwill, Intangible Asset & Long-Lived Assets Impairment [Line Items]
Impairment of intangible assets	$ 1,653	4,046
Leasehold Improvements [Member]
Goodwill, Intangible Asset & Long-Lived Assets Impairment [Line Items]
Tangible asset impairment charges		$ 530

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Income Statement [Abstract]

Research and development (“R&D”) expenses, net

$ 21,292

$ 24,663

General and administrative expenses

9,628

11,776

Gain from early lease termination

(2,949)

Goodwill impairment

801

IPR&D impairment

11,842

3,237

Other long-lived assets impairment

1,653

4,046

Operating loss

41,466

44,523

Other expense (income)

(2,143)

Interest expenses

873

Finance expense , net

724

919

Income from change in fair value of warrants

(6,111)

(26,458)

Loss before tax

36,192

17,714

Tax expenses

Net Loss

$ 36,199

$ 17,727

Basic loss per share of Common Stock (in Dollars per share)

$ 22.19

$ 25.37

Diluted loss per share of Common Stock (in Dollars per share)

$ 22.19

$ 58.31

Weighted average number of shares used in computing basic loss per share of Common Stock (in Shares)

^[1]

1,631,037

698,870

Weighted average number of shares used in computing diluted loss per share of Common Stock (in Shares)

^[1]

1,631,037

757,749

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Significant Accounting Policies [Abstract]

Schedule of Straight Line Method Over the Estimated Useful Lives

Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the related assets or terms of the related leases, as follows:

		Estimated Useful Lives

Laboratory equipment		7 years
Computers and software		3 years
Equipment and furniture		15 years
Leasehold improvements		Shorter of lease term or useful life

Schedule of Fair Value of Financial Assets and Liabilities

The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy:

	December 31, 2025
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds		3,084		-		-		3,084
		3,084		-		-		3,084
Liabilities:
Warrants		-		-		706		706
		-		-		706		706

	December 31, 2024
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds		12,251		-		-		12,251
Foreign exchange contracts receivable		-		19		-		19
		12,251		19		-		12,270
Liabilities:
Contingent consideration		-		-		77		77
Warrants		-		-		2,287		2,287
		-		-		2,364		2,364

Schedule of Main Assumptions

The main assumptions used are as follows:

	December 31, 2025		December 31, 2024
Underlying value of Common Stock ($)		1.87		13.87
Exercise price ($)		17.68-43.91		43.91
Expected volatility (%)		126.46-141.48		120.1
Expected terms (years)		0.52-4.31		1.5
Risk-free interest rate (%)		3.59-3.66		4.1

Schedule of Changes in Fair Value of Company’s Warrants

The changes in the fair value of the Company’s Warrants which are measured as Level 3 and on a recurring basis are as follows:

	Year ended December 31, 2025			Year ended December 31, 2024
Beginning balance		2,287			-
Issuance of Private Placement Warrants		-			28,745
Issuance of Common Warrants		4,531			-
Repricing of warrants under the Inducement Letter Agreements (*)		3,300			-
Common Warrants exercise		(1	)		-
Change in fair value		(9,411	)		(26,458	)
Ending balance		706			2,287

(*)	Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss. See Note 12A for further information.

Finance Expenses (Income), Net (Tables)

12 Months Ended

Dec. 31, 2025

Finance Expenses (Income), Net [Abstract]

Schedule of Finance Expenses (Income), Net

	Year ended December 31,
	2025			2024

Exchange rate differences		364			(27	)
Interest income from bank deposits		(460	)		(1,048	)
Bank fees and other		14			6
Loss (income) from foreign exchange contracts		(144	)		81
February 2025 PIPE transaction costs		950			-
March 2024 PIPE transaction costs		-			1,907
		724			919

Basic Loss Per Share (Details)	Dec. 31, 2025 $ / shares
Pre-funded warrants [Member]
Basic Loss Per Share [Line Items]
Exercise price per share	$ 0.019

General - Schedule of Consolidated Statements of Operations (Details)
$ in Thousands

12 Months Ended

Dec. 31, 2024

USD ($)

APT [Member]

Schedule of Consolidated Statements of Operations [Line Items]

Net loss attributable to APT

$ 16,792

^[1]

[1]	Including impairments loss related to goodwill, IPR&D and long-lived assets of $801, $3,237 and $4,046, respectively.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Schedule of Changes in Fair Value of Company’s Warrants [Line Items]

Finance Expenses (Income), Net - Schedule of Finance Expenses (Income), Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Schedule of Finance Expenses (Income), Net [Abstract]
Exchange rate differences	$ 364	$ (27)
Interest income from bank deposits	(460)	(1,048)
Bank fees and other	14	6
Loss (income) from foreign exchange contracts	(144)	81
February 2025 PIPE transaction costs	950
March 2024 PIPE transaction costs		1,907
Finance Expenses (Income), Net	$ 724	$ 919

General

12 Months Ended

Dec. 31, 2025

General [Abstract]

GENERAL

NOTE 1 -

GENERAL

General information:

BiomX Inc., (individually, and together with its subsidiaries, BiomX Ltd. (“BiomX Israel”), RondinX Ltd. and Adaptive Phage Therapeutics LLC, (“APT”), the “Company” or “BiomX”) was incorporated as a blank check company on November 1, 2017, under the laws of the state of Delaware, for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

On October 29, 2019, the Company merged with BiomX Israel, who survived the merger as a wholly owned subsidiary of BiomX Inc. The Company acquired all outstanding shares of BiomX Israel. In exchange, shareholders of BiomX Israel received 79,311 shares of the Company’s Common Stock, representing 65% of the total shares issued and outstanding after the acquisition (“Recapitalization Transaction”). BiomX Israel was deemed the “accounting acquirer” due to the largest ownership interest in the Company. The Company’s shares of Common Stock are traded on the NYSE American under the symbol PHGE.

BiomX is developing both natural and engineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts, at this point, on diabetic foot infections. BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets.

On August 24, 2025, BiomX Israel filed an application with the Israeli Registrar of Companies for the expedited voluntary liquidation of its subsidiary, RondinX Ltd. which became effective on December 3, 2025. As of that date, RondinX had no significant operations.

On November 13, 2025, the Board of Directors approved a 1-for-19 reverse stock split of the Company’s shares of Common Stock (the “2025 Reverse Stock Split”), effective on November 25, 2025. See Note 12A for further information.

In December 2025, BiomX Israel commenced insolvency proceedings in Israel, following the announcement on December 8, 2025, of its discontinuation of the ongoing Phase 2b clinical trial of nebulized phage therapy BX004 in patients with cystic fibrosis associated with chronic Pseudomonas aeruginosa infections. As a result, BiomX Israel implemented cost-cutting measures including a significant reduction in workforce. On January 25, 2026, the Central District Court in Lod, Israel, appointed a trustee (the “Trustee”) to BiomX Israel to handle the administration of the insolvency proceedings. See further information in Note 19B.

Going concern

The Company has incurred significant losses and negative cash flows from operations and incurred an accumulated deficit of $216,896 as of December 31, 2025. These are expected to continue in the foreseeable future. The Company plans to continue to fund its operations, as well as other development activities relating to additional product candidates, or other strategic alternatives through issuance of debt and/or equity securities, loans, and government grants. Management believes that its current funds, including the $3,000 raised in January 2026 as described in Note 19A, will be sufficient to fund its operations for only several months following the issuance date of these financial statements. The Company’s ability to raise capital is subject to market conditions and other aspects, which may affect the terms and availability of such funding and there is no assurance that the Company will be successful in such processes. As mentioned in Note 1A, BiomX Ltd has entered into insolvency proceedings in Israel in December 2025, following the discontinuation of the Phase 2b clinical trial of nebulized phage therapy BX004 in patients with cystic fibrosis and is currently working under a trustee appointed by the court. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that may result from the outcome of such circumstances.

Merger Agreement

On March 6, 2024, the Company, entered into an agreement and plan of merger (the “Merger Agreement”) with BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and APT. Pursuant to the Merger Agreement, First Merger Sub merged with and into APT, with APT being the surviving corporation and becoming a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, APT merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (collectively, the “Acquisition”). APT was a U.S.-based privately held, clinical-stage biotechnology company pioneering the development of phage-based therapies to combat bacterial infection. See further information regarding the consideration transferred to APT’s former stockholders in Note 12A.

On March 15, 2024, the effective date of the Acquisition (the “Closing Date”), APT’s former stockholders were issued an aggregate of 48,237 shares of the Company’s Common Stock, 40,470 Redeemable Convertible Preferred Shares and warrants to purchase up to an aggregate of 11,403 shares of the Company Common Stock (“Merger Warrants”). See further information in Note 12A.

On July 9, 2024 the Company’s stockholders approved, among other things, the conversion of the Redeemable Convertible Preferred Shares into shares of Common Stock. On July 15, 2024, 109,152 Redeemable Convertible Preferred Shares were converted into 574,484 shares of the Company’s Common Stock according to beneficial ownership limitations set by certain investors. During the year ended December 31, 2025, 223 Redeemable Convertible Preferred Shares were converted into 1,174 shares of the Company’s Common Stock according to beneficial ownership limitations set by certain investors.

Immediately following the Acquisition, and without taking into account the PIPE Preferred Shares and the Private Placement Warrants, each as defined in Note 12A below, the Company’s stockholders prior to the Acquisition owned approximate 55% the Company and APT’s stockholders prior to the Acquisition owned approximately 45% of the Company.

The Acquisition-related transaction costs are accounted for as expenses in the period in which the costs are incurred. For the year ended December 31, 2024, the Company incurred transaction costs of $888 which were included in general and administrative expenses in the consolidated statements of operations.

The Acquisition was accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” using the acquisition method of accounting. The Company was identified as the accounting acquirer, based on the evaluation of the following facts and circumstances:

●

Pursuant to the Merger Agreement, the post-Acquisition board of directors of the Company consists of seven directors, out of which the Company designated four board seats, with the Company’s chair of the board prior to the Acquisition continuing in his position, i.e. the majority of the post-closing board was designated by the Company.

●

The Chief Executive Officer and the majority of management roles are held by individuals who were affiliated with the Company prior to the Acquisition.

Purchase Price Allocation

The following sets forth the fair value of acquired identifiable assets and assumed liabilities of APT, after considering measurement period adjustment as described below, which includes adjustments to reflect the fair value of intangible assets acquired as of March 15, 2024:

	Amounts
Cash and cash equivalents		509
Restricted cash		154
Other current assets		1,780
Property, plant and equipment		3,748
Operating lease right-of-use asset		7,953
IPR&D assets and Goodwill		16,088
Total assets		30,232

Trade accounts payable		(3,667	)
Other accounts payable		(2,895	)
Operating lease liability		(7,819	)
Total liabilities		(14,381	)
Total consideration		15,851

The fair value estimate for all identifiable assets and liabilities assumed is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use).

The Company recognized intangible assets related to the Acquisition, which consist of IPR&D valued at $15,287 using the Multi-Period Excess Earnings Method valuation method and of goodwill valued at $501. The goodwill is primarily attributed to the expected synergies from combining the operations of APT with the Company’s operations and to the assembled workforce of APT. The IPR&D is considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon successful completion of the project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.

During the year ended December 31, 2024, the Company made a measurement period adjustment to the purchase price allocation, which resulted in an increase to goodwill of $300. The increase resulted from a provision for a contingency not provided in the initial purchase price allocation, following a settlement agreement between APT and Oyster Point Pharma, Inc. (“Oyster”) in connection with the Collaboration and Option Agreement signed in May 2021 as discussed in Note 8A. The fair value of assets acquired and liabilities assumed have been finalized. See Note 11 for further information regarding the impairment recorded for the IPR&D and goodwill.

These intangible assets are classified as Level 3 measurements within the fair value hierarchy.

The following table summarizes the fair value of the consideration transferred to APT shareholders for the Acquisition:

	Amounts
Common Stock		3,041
Redeemable Convertible Preferred Shares		12,610
Merger Warrants		200
		15,851

The fair value of shares of Common Stock issued by the Company was determined using the Company’s closing trading price on the Closing Date adjusted by a discount for lack of marketability (“DLOM”) of 9.4% as a registration statement was filed within 45 days. The fair value of Redeemable Convertible Preferred Shares was determined using the Company’s closing trading price on the Closing Date adjusted by a DLOM of 14.9% as the conversion of the Redeemable Convertible Preferred Shares to shares of Common Stock was subject to the stockholder approval, which was obtained on July 9, 2024. The Company determined the fair value of the Merger Warrants using the Black-Scholes model as of the Closing Date. The main assumptions used are as follows:

Underlying value of Common Stock ($)			70.3
Exercise price ($)			950
Expected volatility (%)			117.7
Expected terms (years)			2.87
Risk-free interest rate (%)			4.5

The actual APT net loss included in the Company’s consolidated statements of operations for the year ended December 31, 2024, is as follows:

		December 31, 2024
Net loss attributable to APT*			16,792

*	Including impairments loss related to goodwill, IPR&D and long-lived assets of $801, $3,237 and $4,046, respectively.

The unaudited pro forma financial information below summarizes the combined results of operations for BiomX Inc. (including its wholly owned subsidiaries, BiomX Israel and RondinX Ltd.) and APT. The unaudited pro forma financial information includes adjustments to reflect certain business combination effects, including: acquisition-related costs incurred by both parties and reversal of certain costs incurred by BiomX Inc. which would not have been incurred had the acquisition occurred on January 1, 2024. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning of fiscal 2024.

The following unaudited table provides certain pro forma financial information for the year ended December 31, 2025, as if the Acquisition occurred on January 1, 2024:

		December 31, 2024*
Net loss			21,369

The pro forma amounts above are derived from historical numbers of the Company and APT.

Significant Accounting Policies - Schedule of Changes in Fair Value of Company’s Warrants (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Beginning balance

$ 2,287

Issuance of Private Placement Warrants

28,745

Issuance of Common Warrants

4,531

Repricing of warrants under the Inducement Letter Agreements

^[1]

3,300

Common Warrants exercise

(1)

Change in fair value

(9,411)

(26,458)

Ending balance

$ 706

$ 2,287

[1]	Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss. See Note 12A for further information.

Goodwill, Intangible Asset & Long-Lived Assets Impairment

12 Months Ended

Dec. 31, 2025

Goodwill, Intangible Asset & Long-Lived Assets Impairment [Abstract]

GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS IMPAIRMENT

NOTE 11 -

GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS IMPAIRMENT

Goodwill

Following the APT Acquisition, the Company recognized goodwill valued at $801 after adjustment made during the measurement period as described in Note 1C above. In the third quarter of 2024, the Company performed a quantitative assessment for goodwill impairment, due to a decline in the Company’s stock price resulting in its market capitalization being less than the Company’s stockholders’ equity, which management concluded as an impairment indicator. The assessment utilizes the Company’s market capitalization plus an appropriate control premium. Market capitalization is determined by multiplying the outstanding number of shares of Common Stock by the Company’s stock price. The control premium is determined by utilizing publicly available data from studies for similar transactions of public companies. Based on the assessment, the Company concluded that the fair value of its reporting unit was less than its carrying value. Therefore, the Company recognized a full goodwill impairment of $801 for the year ended December 31, 2024.

Intangible asset

In the third quarter of 2025, the Company performed a quantitative assessment for its IPR&D asset, in accordance with the timing prescribed by the Company’s accounting policy, as described in Note 2R. The assessment indicated that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized.

During the fourth quarter of 2025, the Company’s stock price declined significantly, in part following the Company’s announcement regarding the discontinuation of the cystic fibrosis (“CF”) Phase 2b clinical trial due to adverse events and the filing of the application to commence insolvency proceedings for BiomX Israel. The discontinuation of the CF trial raised concerns that extended beyond the CF program itself, as the adverse events observed may have broader implications for the Company’s platform technology and pipeline programs. As a result, the Company performed an impairment assessment of its IPR&D acquired in the APT Acquisition. The fair value of the IPR&D was estimated using a market approach, based on the Company’s equity value with the addition of a control premium derived from publicly available data from studies for similar transactions of public companies. Based on this valuation, the Company recognized an impairment loss on the IPR&D of $11,842. As of December 31, 2025 and 2024 the IPR&D balance was $208 and $12,050, respectively.

In the third quarter of 2024, the Company performed a quantitative assessment for its IPR&D asset, resulting from the decline in the Company’s stock price as above mentioned. The assessment indicated that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized.

During the fourth quarter of 2024, in light of the continued decline in the Company’s stock price, the Company reperformed a quantitative assessment for its IPR&D asset. The assessment was performed using the discounted cash flow model of the income approach. The cash flow projections included significant judgments and assumptions relating to amount and timing of projected future cash flows including, but not limited to, estimating the expected costs to complete in-process projects, projecting regulatory approvals, estimating future cash flows from product sales and developing appropriate discount rates. The Company used a discount rate of 19% which is based on the estimated weighted-average cost of capital for APT. As a result of the impairment assessment, the Company concluded that the fair value of the IPR&D decreased below its carrying value and the Company recorded an impairment in the amount of $3,237 for the year ended December 31, 2024.

Other long-lived assets

In December 2025, the Company recorded an impairment of its property and equipment in the amount of $1,653. See Note 4 for further information.

In December 2024, the Company’s management decided to cease the use of the property in Gaithersburg, Maryland and made it available for sublease. The Company considered it as an impairment indicator for impairment assessment of the right-of-use asset and related leasehold improvements as the Company considered it as one asset group for the purpose of the long-lived asset impairment assessment. Calculating the fair value of the asset group involves significant estimates and market participant assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates and market conditions. The Company evaluated the future cash flows expected from a sublease agreement over the remaining lease term and concluded that the carrying value of the asset group was not recoverable as it exceeded the future net discounted cash flows that are expected to be generated from the use of the assets within the asset group. The Company recognized an impairment of $4,046 which was allocated to the right-of-use asset and the related leasehold improvements within the asset group on a pro rata basis using the relative carrying amounts of those assets, which resulted in impairment charges of $3,516 and $530, respectively, during the year ended December 31, 2024

Consolidated Balance Sheets (Parentheticals) - $ / shares

Dec. 31, 2025

Dec. 31, 2024

Statement of Financial Position [Abstract]

Preferred stock, par value (in Dollars per share)

$ 0.0001

Preferred stock, shares authorized (in Shares)

1,000,000

Preferred stock, shares issued (in Shares)

147,512

147,735

Preferred stock, shares outstanding (in Shares)

147,512

147,735

Common stock, par value (in Dollars per share)

^[1]

$ 0.0001

Common stock, shares authorized (in Shares)

^[1]

750,000,000

Common stock, shares issued (in Shares)

^[1]

1,593,703

1,023,010

Common stock, shares outstanding (in Shares)

^[1]

1,593,703

1,023,010

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of Supplemental Cash Flow Information Related to Operating Leases

Supplemental cash flow information related to operating leases was as follows:

		Year ended December 31, 2025				Year ended December 31, 2024
Cash payments for operating leases			1,814				1,533

Transaction With Related Parties

12 Months Ended

Dec. 31, 2025

Transaction With Related Parties [Abstract]

TRANSACTION WITH RELATED PARTIES

NOTE 7 -

TRANSACTION WITH RELATED PARTIES

	A.	Refer to note 12B regarding stock options granted to related parties.

	B.	Refer to note 12A regarding a Securities Purchase Agreement with institutional investors.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Significant Accounting Policies [Abstract]

Long-Term Debt

12 Months Ended

Dec. 31, 2025

Long-Term Debt [Abstract]

LONG-TERM DEBT

NOTE 10 -

LONG-TERM DEBT

On August 16, 2021 (the “Closing Date”), the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), with respect to a venture debt facility. Under the Loan Agreement, $15,000 was advanced to the Company on the date the Loan Agreement was executed. On March 19, 2024, the Company prepaid the entire balance under the Loan Agreement in a total of $10,428.

Interest expense relating to the term loan, which is included in interest expense in the consolidated statements of operations was $850 for the year ended December 31, 2024.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2025

Basis of presentation and principles of consolidation

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, BiomX Israel, APT and RondinX Ltd., through the date of the voluntary liquidation of RondinX Ltd. on December 3, 2025. All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates in the preparation of financial statements

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, business combination, warrants fair value revaluation and estimates used in the IPR&D impairment assessment for calculating the fair value of the Company’s assets. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.

Functional currency and foreign currency translation

Functional currency and foreign currency translation

The functional currency of the Company is the U.S. dollar (“USD”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances originally denominated USD are presented at their original amounts. Balances in non-USD currencies are translated into USDs using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-USD transactions and other items in the consolidated statements of operations (indicated below), the following exchange rates are used: (i) for transactions – exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates. Currency transaction gains and losses are presented in financial expense (income), net as appropriate.

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash

The Company considers cash equivalents to be all short-term, highly liquid investments, which include money market funds, that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. Restricted cash consists of bank guarantee due to rental agreement and as of December 31, 2024, funds that were contractually restricted to a credit line for outstanding short-term foreign exchange contracts. The Company has presented restricted cash separately from cash and cash equivalents on the consolidated balance sheets. The Company includes its restricted bank deposits in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the consolidated statement of cash flows.

Concentrations of credit risk

Concentrations of credit risk

Financial instruments which potentially subject us to credit risk consist primarily of cash and cash equivalents. These amounts at times may exceed federally insured limits. We have not experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds. Most of the Company’s cash and cash equivalents and bank deposits are invested in major banks in the U.S. and Israel. Management believes that the credit risk with respect to the financial institutions that hold the Company’s cash and cash equivalents and bank deposits is low. Refer to note 2J.

Property and equipment

Property and equipment

		Estimated Useful Lives

Laboratory equipment		7 years
Computers and software		3 years
Equipment and furniture		15 years
Leasehold improvements		Shorter of lease term or useful life

Other long-lived asset impairment

Other long-lived asset impairment

In accordance with ASC 360-10, “Impairment and Disposal of Long-Lived Assets”, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. See Note 11 for information regarding impairment charges recognized during the years ended December 31, 2025 and 2024.

Income taxes

Income taxes

The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. As of December 31, 2025 and 2024, the Company had a full valuation allowance against deferred tax assets.

The Company is subject to the provisions of ASC 740-10-25, “Income Taxes” (“ASC 740”). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a yearly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2025 and 2024. The Company presents unrecognized tax benefits as a reduction to deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward that are available, under the tax law of the applicable jurisdiction, to offset any additional income taxes that would result from the settlement of a tax position.

Derivative activity

Derivative activity

The Company uses foreign exchange contracts (option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the consolidated statements of operations. The Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at their fair value. Derivatives in a gain position are reported in other current assets in the consolidated balance sheets and derivatives in a loss position are recorded as other current liabilities in the consolidated balance sheets. As of December 31, 2025, the Company had no outstanding foreign exchange contracts. As of December 31, 2024, the Company had outstanding short-term foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $2,413 with a fair value asset of $19.

Fair value of financial instruments

Fair value of financial instruments

The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

There were no changes in the fair value hierarchy levelling during the years ended December 31, 2025 and 2024.

The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy:

	December 31, 2025
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds		3,084		-		-		3,084
		3,084		-		-		3,084
Liabilities:
Warrants		-		-		706		706
		-		-		706		706

	December 31, 2024
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds		12,251		-		-		12,251
Foreign exchange contracts receivable		-		19		-		19
		12,251		19		-		12,270
Liabilities:
Contingent consideration		-		-		77		77
Warrants		-		-		2,287		2,287
		-		-		2,364		2,364

Financial instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, other current assets, trade accounts payable and other current liabilities, due to their short-term nature.

The Company determined the fair value of the liabilities for the Warrants using the Black-Scholes model, a Level 3 measurement, within the fair value hierarchy.

The main assumptions used are as follows:

	December 31, 2025		December 31, 2024
Underlying value of Common Stock ($)		1.87		13.87
Exercise price ($)		17.68-43.91		43.91
Expected volatility (%)		126.46-141.48		120.1
Expected terms (years)		0.52-4.31		1.5
Risk-free interest rate (%)		3.59-3.66		4.1

The changes in the fair value of the Company’s Warrants which are measured as Level 3 and on a recurring basis are as follows:

	Year ended December 31, 2025			Year ended December 31, 2024
Beginning balance		2,287			-
Issuance of Private Placement Warrants		-			28,745
Issuance of Common Warrants		4,531			-
Repricing of warrants under the Inducement Letter Agreements (*)		3,300			-
Common Warrants exercise		(1	)		-
Change in fair value		(9,411	)		(26,458	)
Ending balance		706			2,287

(*)	Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss. See Note 12A for further information.

The Company determined the fair value of the liabilities for the contingent consideration based on a probability discounted cash flow analysis. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. Changes in the fair value of contingent consideration are recorded in consolidated statements of operations. Following BiomX Israel’s filing for the commencement of insolvency proceedings, the Company concluded that the likelihood of achieving the milestones is remote; therefore, the fair value of the contingent consideration is zero. See note 8E for further information.

As of December 31, 2025, the IPR&D and Property and equipment were assessed for impairment and measured at fair value, as described in Note 11 below.

Defined contribution plans

Defined contribution plans

Under Israeli employment laws, employees of BiomX Israel are included under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. Pursuant to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies.

Payments in accordance with Section 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The Company’s contributions to the defined contribution plans are charged to the consolidated statements of operations as and when the services are received from the Company’s employees. Total expenses with respect to these contributions were $354 and $389 for the years ended December 31, 2025 and 2024, respectively.

For U.S. employees the Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees of BiomX Inc in the U.S. who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.

The Company has not elected to match any of the employees’ deferral. During the years ended December 31, 2025 and 2024 the Company did not record any expenses for 401(k) match contributions.

Financial instruments

Financial instruments

When the Company issues freestanding instruments, it first analyzes the provisions of ASC 480, “Distinguishing Liabilities From Equity” (“ASC 480”) in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the consolidated statements of operations in each period. If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC 815-10 in order to determine whether the instrument is considered indexed to the entity’s own stock and qualifies for classification within equity.

When the Company issues preferred shares, it first considers the provisions of ASC 480, in order to determine whether the preferred shares should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification.

When the Company issues warrants, it first considers the provisions of ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether the warrants should be classified as equity. Equity classification is permitted when warrants are indexed to the Company’s own shares and meet the classification requirements for stockholders’ equity classification under ASC 815-40. If the warrants are not within the scope of ASC 815-40, the Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the consolidated statements of operations.

Research and development expenses, net

Research and development expenses, net

Research and development costs are charged to statements of operations as incurred. Royalty-bearing grants from the Israeli Innovation Authority (“IIA”) and grants from the Medical Technology Enterprise Consortium (“MTEC”) are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses.

Basic and diluted loss per share

Basic and diluted loss per share

Basic loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year, fully vested warrants with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $0.019 per share, as the Company considers these shares to be exercised for little to no additional consideration. The calculation excludes shares of Common Stock purchased by the Company and held as treasury shares. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would have been outstanding if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share.”

The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Redeemable Convertible Preferred Shares to be participating securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares of Common Stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities.

Stock compensation plans

Stock compensation plans

The Company applies ASC 718-10, “Stock-Based Payment,” (“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all stock-based payment awards made to employees and directors including employee stock options under the Company’s stock plans based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value of stock-based payment awards granted to employees and non-employees on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense over the requisite service periods in the Company’s statements of operations using the graded vesting method. The Company accounts for stock-based payment awards classified as equity awards. The Company recognizes stock-based award forfeitures as they occur rather than estimate by applying a forfeiture rate.

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued.

The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). The Company uses an average of its historical stock price volatility. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for all stock option grants using the “simplified” method. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company.

Leases

Leases

Under Accounting Standards Update, “Leases” (“ASC 842”), the Company determines if an arrangement is a lease at inception. Upon initial recognition, the Company recognizes a liability at the present value of the lease payments to be made over the lease term, and concurrently recognizes a right-of-use asset at the same amount of the liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The subsequent measurement depends on whether the lease is classified as a finance lease or an operating lease. During the reporting periods, the Company has only operating leases. Lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for operating leases are recognized on a straight-line basis over the lease term.

The Company has made a policy election not to capitalize leases with a term of 12 months or less.

In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value.

For leased properties where the Company plans to cease use of the property, as well as have the intent and ability to sublease the property, the Company tests the right-of-use asset for impairment to determine if a loss has occurred. The carrying value of the right-of-use asset is adjusted based on the net present value of the future cash flows expected from a sublease agreement over the remaining lease term. As of December 31, 2025, the Company terminated all its remaining lease agreements and, accordingly, no longer maintains any leased properties.

Business Combination

Business Combination

The Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed based on their fair values at the acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The excess of the fair value of the consideration transferred over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The fair value of the consideration transferred included equity securities. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of acquisition.

Intangible Assets

Intangible Assets

Intangible assets

IPR&D assets acquired in a business combination are recognized at fair value as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets until completion or abandonment of the associated R&D efforts. Indefinite-lived intangible assets are reviewed for impairment at least annually, on the last day of the third quarter of the fiscal year or whenever there is an indication that the asset may be impaired. To conduct impairment tests of IPR&D, the fair value of the IPR&D asset is compared to its carrying value. If the carrying value exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of the IPR&D asset exceeds its fair value. During the years ended December 31, 2025 and 2024, the Company recorded IPR&D impairment in amount of $11,842 and $3,237, respectively. See Note 11 for further information.

New accounting pronouncements

New accounting pronouncements

Recently adopted accounting pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring its fair value. ASU 2022-03 also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU 2022-03 also introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The Company adopted ASU 2022-03 on January 1, 2025 and it did not have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company implemented the new income tax disclosures retrospectively. The implementation of ASU 2023-09 affected disclosures only and had no impact on the Company’s financial condition or results of operations. See Note 16 Income Taxes.

Recently issued accounting pronouncements, not yet adopted

In November 2024, the FASB issued ASU 2024-03 “Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

In September 2025, the FASB issued ASU 2025-07 “Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”. The ASU excludes from the derivative accounting certain non-exchange-traded contracts with contracts with underlying that are based on operations or activities specific to one of the parties to the contract. Further, the ASU clarifies that an entity should apply the guidance in ASC 606 to a contract with stock-based noncash consideration. The guidance in other Topics (such as ASC 815 or ASC 321) does not apply to such consideration unless and until the entity’s right to receive or retain the consideration is unconditional. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods within those annual periods. Early adoption is permitted. The amendment can be applied either prospectively to new contracts entered into on or after the date of adoption or on a modified retrospective basis through cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. The Company is in the process of evaluating the effects of the ASU on its contracts.

Basic Loss Per Share - Schedule of Anti-Dilutive Financial Instruments (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Options [Member]
Schedule of Anti-Dilutive Financial Instruments [Line Items]
Anti-dilutive shares	150,387	105,388
Warrants [Member]
Schedule of Anti-Dilutive Financial Instruments [Line Items]
Anti-dilutive shares	959,687	77,647
Contingent shares [Member]
Schedule of Anti-Dilutive Financial Instruments [Line Items]
Anti-dilutive shares	10,526	10,526
Redeemable Convertible Preferred Shares [Member]
Schedule of Anti-Dilutive Financial Instruments [Line Items]
Anti-dilutive shares	776,383	777,553

Segment Information

12 Months Ended

Dec. 31, 2025

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 18 -

SEGMENT INFORMATION

The Company operates as a single operating segment, as a clinical stage product discovery company developing products using both natural and engineered phage technologies. The Company’s chief operating decision-maker “(CODM)” is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated Net loss and Operating loss to monitor budget versus actual results in assessing segment performance and the allocation of resources. Significant segment expenses are presented in the Company’s consolidated statements of operations.

Additional disaggregated significant segment expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, regularly reviewed by our CODM, include salaries and clinical trials expenses and presented below.

	Year ended December 31,
	2025		2024

Operating expenses:
Research and development salaries and related expenses, other than stock-based compensation		4,493		7,406
General and administrative salaries and related expenses, other than stock-based compensations		2,707		3,101
Clinical trials		12,720		12,301
Research and development stock based compensation		711		600
General and administrative stock based compensation		1,380		1,248
Research and development depreciation expenses		2,306		1,486
General and administrative depreciation expenses		616		317
Goodwill, IPR&D and Other long-lived asset impairment		13,495		8,084
Other segment items (*)		3,038		9,980
Total Operating expenses		41,466		44,523

(*)	Other segment items include gain from early lease termination and all remaining costs necessary to operate our business, which primarily include external professional services, rent, insurance and other administrative expenses, and are presented net of grants received.

The Company’s Property and equipment, as well as the Company’s operating lease right-of-use assets recognized on the consolidated balance sheets were located as follows:

	As of December 31,
	2025		2024
Foreign - Israel		157		6,090
Domestic - United States		-		4,412
Total		157		10,502

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Schedule of Consolidated Statements of Operations

Significant Accounting Policies - Schedule of Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Cash equivalents:
Money market funds	$ 3,084	$ 12,251
Foreign exchange contracts receivable		19
Total Assets	3,084	12,270
Liabilities:
Contingent consideration		77
Warrants	706	2,287
Total Liabilities	706	2,364
Level 1 [Member] \| Fair Value [Member]
Cash equivalents:
Money market funds	3,084	12,251
Foreign exchange contracts receivable
Total Assets	3,084	12,251
Liabilities:
Contingent consideration
Warrants
Total Liabilities
Level 2 [Member] \| Fair Value [Member]
Cash equivalents:
Money market funds
Foreign exchange contracts receivable		19
Total Assets		19
Liabilities:
Contingent consideration
Warrants
Total Liabilities
Level 3 [Member] \| Fair Value [Member]
Cash equivalents:
Money market funds
Foreign exchange contracts receivable
Total Assets
Liabilities:
Contingent consideration		77
Warrants	706	2,287
Total Liabilities	$ 706	$ 2,364

Segment Information (Tables)

12 Months Ended

Dec. 31, 2025

Segment Information [Abstract]

	Year ended December 31,
	2025		2024

Operating expenses:
Research and development salaries and related expenses, other than stock-based compensation		4,493		7,406
General and administrative salaries and related expenses, other than stock-based compensations		2,707		3,101
Clinical trials		12,720		12,301
Research and development stock based compensation		711		600
General and administrative stock based compensation		1,380		1,248
Research and development depreciation expenses		2,306		1,486
General and administrative depreciation expenses		616		317
Goodwill, IPR&D and Other long-lived asset impairment		13,495		8,084
Other segment items (*)		3,038		9,980
Total Operating expenses		41,466		44,523

(*)	Other segment items include gain from early lease termination and all remaining costs necessary to operate our business, which primarily include external professional services, rent, insurance and other administrative expenses, and are presented net of grants received.

Schedule of Consolidated Balance Sheets

The Company’s Property and equipment, as well as the Company’s operating lease right-of-use assets recognized on the consolidated balance sheets were located as follows:

	As of December 31,
	2025		2024
Foreign - Israel		157		6,090
Domestic - United States		-		4,412
Total		157		10,502

Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2025

Stockholders Equity [Line Items]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders

As of December 31, 2025, the Company had the following outstanding warrants to purchase Common Stock issued to stockholders:

Warrant

Issuance Date

Expiration
Date

Exercise
Price
Per Share

Number of
Shares of
Common Stock
Underlying
Warrants

2021 Registered Direct Offering Warrants

July 28, 2021

January 28, 2027

950.00

14,808

Merger Warrants

March 15, 2024

January 28, 2027

950.00

11,404

Private Placement Warrants

March 15, 2024

July 9, 2026

43.91

203,444

Registered Pre-Funded Warrants

February 25, 2025

April 21, 2030

0.0019

42,381

Private Pre-Funded Warrants

February 25, 2025

April 21, 2030

0.0019

46,232

Common Warrants

February 25, 2025

April 21, 2030

17.68

312,503

Inducement Warrants

February 25, 2025

April 21, 2030

17.68

366,087

A&R Warrants

February 25, 2025

April 21, 2030

0.0019

157,603

1,154,462

As of December 31, 2025, and 2024, the Company had the following outstanding compensation related warrants to purchase Common Stock as follows:

Warrant

Issuance Date

Expiration Date

Exercise Price Per Share

Number of Shares of Common Stock Underlying Warrants

Private Warrants issued to scientific founders*

November 27, 2017

Landlord Warrants**

March 15, 2024

January 28, 2027

950.00

1,316

Agents Warrants

March 15, 2024

July 9, 2026

43.91

50,126

51,458

See Note 5

Schedule of Fair Value of the Agents Warrants Using the Black-Scholes Model

The fair value of each option was estimated as of the date of grant using the Black-Scholes option-pricing model using the following assumptions:

	2025		2024

Underlying value of Common Stock ($)		10.22		68.97
Exercise price ($)		10.22		68.97
Expected volatility (%)		110.5		112.6
Expected terms of the option (years)		6.11		6.11
Risk-free interest rate (%)		4.12		4.14

Schedule of Options Granted to Purchase the Company’s Common Stock Under the Company’s Stock Option Plans

A summary of options granted to purchase the Company’s Common Stock under the Company’s stock option plans are as follows:

	For year ended December 31, 2025
	Number of Options			Weighted average exercise price		Aggregate intrinsic value

Outstanding at the beginning of period		105,525		$	77.71	$	15
Granted		63,716			10.22
Forfeited		(15,085	)		56.88
Expired		(3,051	)		58.71
Exercised		(718	)	$	0.79
Outstanding at the end of period		150,387			51.94	$	-
Exercisable at end of period		41,096			92.45
Weighted average remaining contractual life – years as of December 31, 2025		8.21

Schedule of Stock-Based Payment Expenses

The following table sets forth the total stock-based payment expenses resulting from options, RSUs and warrants granted, included in the consolidated statements of operations:

	Year ended December 31,
	2025		2024

Research and development expenses, net		711		600
General and administrative		1,380		1,248
		2,091		1,848

Agents Warrants [Member]

Stockholders Equity [Line Items]

Schedule of Fair Value of the Agents Warrants Using the Black-Scholes Model

The Company determined the fair value of the Agents Warrants using the Black-Scholes model as of March 5, 2024. The main assumptions used are as follows:

Underlying value of Common Stock ($)			43.91
Exercise price ($)			43.91
Expected volatility (%)			100.6
Expected terms (years)			2.32
Risk-free interest rate (%)			4.4

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule of Pro Forma Financial Information [Abstract]

Significant Accounting Policies - Schedule of Straight Line Method Over the Estimated Useful Lives (Details)	Dec. 31, 2025
Laboratory Equipment [Member]
Schedule of Straight Line Method Over the Estimated Useful Lives [Line Items]
Estimated Useful Lives	7 years
Computers and Software [Member]
Schedule of Straight Line Method Over the Estimated Useful Lives [Line Items]
Estimated Useful Lives	3 years
Equipment and Furniture [Member]
Schedule of Straight Line Method Over the Estimated Useful Lives [Line Items]
Estimated Useful Lives	15 years
Leasehold Improvements [Member]
Schedule of Straight Line Method Over the Estimated Useful Lives [Line Items]
Leasehold improvements	Shorter of lease term or useful life

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 19 -

SUBSEQUENT EVENTS

On December 26, 2025, the Company entered into a Securities Purchase Agreement with an investor (the “Investor”) pursuant to which the Company agreed to issue and sell, in a private placement transaction, an aggregate of 3,300 shares of the Company’s newly created Series Y Convertible Preferred Stock, par value $0.0001 per share (the “Series Y Preferred Stock”), convertible into up to 1,650,000 Common Stock shares, with an aggregate stated value of $3,300, together with warrants to purchase shares of the Company’s Common Stock, par value $0.0001 per share (the “Securities Purchase Agreement Warrants”), in exchange for aggregate gross proceeds to the Company of $3,000, before deducting placement agent fees and other offering expenses, subject to customary closing conditions. On January 13, 2026, following the satisfaction of the closing conditions, the Company consummated the private placement and received gross proceeds of $3,000 from the investor, and issued the Series Y Preferred Stock and Securities Purchase Agreement Warrants in accordance with the terms of the Securities Purchase Agreement.

Each share of Series Y Preferred Stock has a stated value of $1,000 and will be convertible into shares of Common Stock. The initial conversion price is $2.00 per share of Common Stock, subject to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar transactions. In addition, following receipt of stockholder approval as required under the applicable rules of NYSE American, the conversion price will be reduced to equal the lower of (i) the conversion price, as defined in the Certificate of Designations, then in effect, and (ii) the closing sale price of the Common Stock on the trading day immediately prior to the date such stockholder approval is obtained.

Holders of Series Y Preferred Stock will be entitled to receive dividends on the stated value of the Series Y Preferred Stock at a rate of 15% per annum, payable quarterly, at the Investor’s sole election, either in cash or shares of Common Stock, subject to adjustment as set forth in the Certificate of Designations. Except as otherwise required by law or as expressly provided in the Certificate of Designations, the Series Y Preferred Stock does not have voting rights. Each share of Series Y Preferred Stock will have a maturity of one year from the closing date.

Conversion is subject to beneficial ownership limitations of 19.99% of the Company’s outstanding Common Stock. The Series Y Convertible Preferred Stock accrues cumulative dividends on its stated value, compounded quarterly. Dividends are payable, at the Company’s election, either in cash or in shares of common stock through inclusion in the conversion amount upon conversion. Upon the occurrence and during the continuance of a triggering event, dividends accrue at an increased default rate of 24% per annum. All accrued and unpaid dividends are payable upon redemption or at maturity. The Company may be required to redeem the Series Y Preferred Stock at an amount equal to the conversion amount multiplied by the applicable redemption premium, plus any accrued and unpaid dividends and charges.

The Securities Purchase Agreement Warrants entitle the holder to purchase up to an aggregate of 3,300,000 shares of the Company’s Common Stock, representing 200% of the 1,650,000 of shares of Common Stock issuable upon conversion of the Series Y Preferred Stock. The Securities Purchase Agreement Warrants are exercisable immediately upon issuance, subject to beneficial ownership limitations, and will expire five years from the date of issuance. The exercise price of the Securities Purchase Agreement Warrants is $2.00 per share, subject to customary anti-dilution adjustments.

As part of this financing, the Company issued 99,000 warrants to HC Wainwright & Co., LLC, as placement agent fees. These placement agent warrants have an exercise price of $2.50 per share and a five-year term from the date of issuance.

On January 25, 2026, following the December 16, 2025 filing by the Company’s Israeli subsidiary BiomX Israel for insolvency proceedings in Israel, the District Court of the Central District, in Lod, Israel, appointed a Trustee to BiomX Israel to handle the administration of the insolvency proceedings. The Trustee is responsible for managing the subsidiary’s assets, evaluating claims from creditors, and overseeing the orderly wind-down or restructuring of BiomX Israel’s operations in accordance with applicable Israeli insolvency law. On February 4, 2026, the Trustee notified BiomX Israel’s Chief Executive Officer and Chief Financial Officer that their roles as officers of BiomX Israel had been terminated. The Company determined that the termination is considered as a change of control as of February 4, 2026, and that BiomX Israel should be deconsolidated from the Company’s consolidated financial statements. The Company does not expect to recover any significant value from its investment in BiomX Israel.

Segment Information (Details)	12 Months Ended
Segment Information (Details)	Dec. 31, 2025 segment
Segment Information [Abstract]
Operating segment	1
Number of reportable segments	1
Segment description	The Company’s chief operating decision-maker “(CODM)” is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated Net loss and Operating loss to monitor budget versus actual results in assessing segment performance and the allocation of resources. Significant segment expenses are presented in the Company’s consolidated statements of operations.
Chief executive officer description	chief executive officer

General - Schedule of Pro Forma Financial Information (Details)
$ in Thousands

12 Months Ended

Dec. 31, 2024

USD ($)

Net loss

$ 21,369

^[1]

[1]	The pro forma amounts above are derived from historical numbers of the Company and APT.

Basic Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Numerator:

Net loss (in Dollars)

$ 36,199

$ 17,727

Denominator:

Number of shares of common stock outstanding

1,422,019

698,853

Number of shares upon Pre-Funded Warrants exercise

209,001

Number of shares upon fully vested Warrants exercise

Total weighted-average number of shares of common stock, shares upon Pre-Funded Warrants and fully vested Warrants exercise used in computing basic loss per share

^[1]

1,631,037

698,870

Basic loss per share of common stock (in Dollars per share)

$ 22.19

$ 25.37

Net loss (in Dollars)

$ 36,199

$ 17,727

Change in fair value of Private Placement Warrants (in Dollars)

26,458

Diluted net loss (in Dollars)

$ 36,199

$ 44,185

Weighted-average number of shares of common stock outstanding

1,631,037

698,870

Private Placement Warrants

58,879

Total weighted-average number of shares of common stock outstanding, after giving effect to dilutive securities

^[1]

1,631,037

757,749

Diluted net loss per share of common stock (in Dollars per share)

$ 22.19

$ 58.31

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We recognize the critical importance of developing, implementing, and maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We address cybersecurity risks by implementing security measures on our internal computer systems and ensuring that third parties and business partners implement similar measures. These security measures include firewalls, intrusion prevention and detection systems, antimalware functionality and access controls, which are evaluated by our external IT consultant and improved through vulnerability assessments and cybersecurity threat intelligence. Our vice president of operations is responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. The Audit Committee is responsible for reviewing our policies with respect to cybersecurity risks and relevant contingent liabilities and risks that may be material to the Company, including risks from third parties and business partners. The Audit Committee receives updates from management with respect to risks from cybersecurity threats. Such updates cover the Company’s information technology security program, including its current status, capabilities, changes during the last quarter, objectives and plans, as well as the evolving cybersecurity threat landscape. To date, risks from cybersecurity threats have not materially affected us and we do not currently believe any risks from cybersecurity threats are reasonably likely to affect the Company, including our business strategy, results of operations or financial condition. For further information, see “Risk Factors — Our business and operations would suffer in the event of computer system failures, cyber-attacks or deficiencies in our cyber-security.” in Item 1A of this Annual Report. We maintain a cyber liability insurance policy. However, our cyber liability insurance policy may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention from our business and operations.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Third Party Engaged [Flag]	false
Cybersecurity Risk Role of Management [Text Block]	Our vice president of operations is responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee is responsible for reviewing our policies with respect to cybersecurity risks and relevant contingent liabilities and risks that may be material to the Company, including risks from third parties and business partners.
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The Audit Committee is responsible for reviewing our policies with respect to cybersecurity risks and relevant contingent liabilities and risks that may be material to the Company, including risks from third parties and business partners. The Audit Committee receives updates from management with respect to risks from cybersecurity threats. Such updates cover the Company’s information technology security program, including its current status, capabilities, changes during the last quarter, objectives and plans, as well as the evolving cybersecurity threat landscape.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee receives updates from management with respect to risks from cybersecurity threats. Such updates cover the Company’s information technology security program, including its current status, capabilities, changes during the last quarter, objectives and plans, as well as the evolving cybersecurity threat landscape.
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]	To date, risks from cybersecurity threats have not materially affected us and we do not currently believe any risks from cybersecurity threats are reasonably likely to affect the Company, including our business strategy, results of operations or financial condition.
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false

Long-Term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Mar. 19, 2024	Aug. 16, 2021
Long-Term Debt [Line Items]
Interest expense	$ 850
First Tranche [Member]
Long-Term Debt [Line Items]
Advanced amount			$ 15,000
Loan Agreements [Member]
Long-Term Debt [Line Items]
Prepaid expenses		$ 10,428

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Subsequent Events (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Jan. 13, 2026

Dec. 26, 2025

Aug. 13, 2025

Feb. 25, 2025

Oct. 28, 2019

Dec. 31, 2025

Dec. 31, 2024

Mar. 15, 2024

Preferred stock, par value

$ 0.0001

Proceeds from private placement

^[1]

$ 878

Common stock, par value

^[2]

$ 0.0001

Aggregate gross proceeds

$ 996

$ 28,745

Preferred stock, maturity period

1 year

$ 43.91

Warrant [Member]

Expiration term

5 years

Series Y Convertible Preferred Stock Convertible into Common Stock [Member]

$ 17.68

Number of shares convertible

1,650,000

Common Stock [Member]

Aggregate shares issued

10,527

148,857

^[1],[3]

Securities Purchase Agreement [Member]

^[1],[4]

Ownership percentage

19.99%

Warrants shares

11,403

Purchase an aggregate shares

Aggregate gross proceeds

$ 3,000

Conversion price

$ 2

3,300,000

Securities Purchase Agreement [Member] | Warrant [Member]

Percentage of common stock issuable upon conversion

200.00%

Expiration term

5 years

Securities Purchase Agreement [Member] | Placement Agent Warrants [Member]

$ 2

Securities Purchase Agreement [Member] | Series Y Convertible Preferred Stock Convertible into Common Stock [Member]

$ 2.5

Number of shares convertible

1,650,000

Securities Purchase Agreement [Member] | Common Stock [Member]

H.C. Wainwright & Co., LLC [Member]

Aggregate shares issued

148,857

Common stock, par value

$ 0.0001

H.C. Wainwright & Co., LLC [Member] | Securities Purchase Agreement [Member] | Warrant [Member]

$ 1,766

Series Y Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]

Warrants shares

99,000

Preferred stock, par value

Aggregate shares issued

3,300

$ 0.0001

Series Y Preferred Stock [Member]

$ 3,300

Preferred stock conversion rate

15.00%

Increase in dividend

24.00%

Series Y Preferred Stock [Member] | Securities Purchase Agreement [Member]

Convertible into common stock

$ 1,000

Private Placement [Member]

Proceeds from private placement

$ 50,000

Private Placement [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]

Proceeds from private placement

$ 3,000

[1]	See note 12A.
[2]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.
[3]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.
[4]	Less than $1.

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2025

Other Current Assets [Abstract]

Schedule of Other Current Assets

	As of December 31,
	2025		2024

Government institutions		111		74
Prepaid insurance		248		959
Other prepaid expenses		93		322
Grants receivables		-		1,171
Other		11		180
		463		2,706

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (36,199)	$ (17,727)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Finance Expenses (Income), Net [Abstract]

Finance Expenses (Income), Net

12 Months Ended

Dec. 31, 2025

FINANCE EXPENSES (INCOME), NET

NOTE 15 -

FINANCE EXPENSES (INCOME), NET

	Year ended December 31,
	2025			2024

Exchange rate differences		364			(27	)
Interest income from bank deposits		(460	)		(1,048	)
Bank fees and other		14			6
Loss (income) from foreign exchange contracts		(144	)		81
February 2025 PIPE transaction costs		950			-
March 2024 PIPE transaction costs		-			1,907
		724			919

Segment Information - Schedule of Consolidated Statements of Operations (Details) - Other Operating Segment [Member] - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Operating expenses:

Research and development salaries and related expenses, other than stock-based compensation

$ 4,493

$ 7,406

General and administrative salaries and related expenses, other than stock-based compensations

2,707

3,101

Clinical trials

12,720

12,301

Research and development stock based compensation

711

600

General and administrative stock based compensation

1,380

1,248

Research and development depreciation expenses

2,306

1,486

General and administrative depreciation expenses

616

317

Goodwill, IPR&D and Other long-lived asset impairment

13,495

8,084

Other segment items

^[1]

3,038

9,980

Total Operating expenses

$ 41,466

$ 44,523

[1]	Other segment items include gain from early lease termination and all remaining costs necessary to operate our business, which primarily include external professional services, rent, insurance and other administrative expenses, and are presented net of grants received.

Segment Information - Schedule of Consolidated Balance Sheets (Details) - Operating Segment [Member] - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Schedule of Consolidated Balance Sheets [Line Items]
Total	$ 157	$ 10,502
Israel [Member]
Schedule of Consolidated Balance Sheets [Line Items]
Total	157	6,090
United States [Member]
Schedule of Consolidated Balance Sheets [Line Items]
Total		$ 4,412

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.

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Balance (in Shares) at Dec. 31, 2023

Basic Loss Per Share

12 Months Ended

Dec. 31, 2025

Basic Loss Per Share [Abstract]

BASIC LOSS PER SHARE

NOTE 17 -

BASIC LOSS PER SHARE

The basic and diluted net loss per share and weighted average number of shares of Common Stock used in the calculation of basic and diluted net loss per share are as follows:

	For the year ended December 31,
	2025		2024
Basic and diluted loss per share of common stock
Numerator:
Net loss		36,199		17,727
Denominator:
Number of shares of common stock outstanding		1,422,019		698,853
Number of shares upon Pre-Funded Warrants exercise		209,001		-
Number of shares upon fully vested Warrants exercise		17		17
Total weighted-average number of shares of common stock, shares upon Pre-Funded Warrants and fully vested Warrants exercise used in computing basic loss per share		1,631,037		698,870
Basic loss per share of common stock		22.19		25.37

Diluted net loss per share of common stock
Numerator:
Net loss		36,199		17,727
Change in fair value of Private Placement Warrants		-		26,458
Diluted net loss		36,199		44,185
Denominator:
Weighted-average number of shares of common stock outstanding		1,631,037		698,870
Private Placement Warrants		-		58,879
Total weighted-average number of shares of common stock outstanding, after giving effect to dilutive securities		1,631,037		757,749
Diluted net loss per share of common stock		22.19		58.31

Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of shares of Common Stock outstanding during the period, fully vested warrants with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $0.019 per share, as the Company considers these shares to be exercised for little to no additional consideration.

Diluted loss per share is based upon the weighted average number of shares of Common Stock and of potential shares of Common Stock outstanding when dilutive. Potential shares of Common Stock equivalents include outstanding stock options and warrants, which are included under the treasury stock method when dilutive.

The calculation of diluted loss per share as of December 31, 2025 and 2024, does not include the shares underlying the following financial instruments because their effect would be anti-dilutive:

	For the year ended December 31,
	2025		2024
Options		150,387		105,388
Warrants		959,687		77,647
Contingent shares		10,526		10,526
Redeemable Convertible Preferred Shares		776,383		777,553

Consolidated Statements of Changes in Stockholders’ Equity (Capital Deficiency) - USD ($)
$ in Thousands

Preferred Shares

Redeemable Convertible

Common Stock

Additional paid in capital

Accumulated deficit

Total

Balance at Dec. 31, 2023

$ 3

$ 166,048

$ (162,970)

$ 3,081

314,943

^[1]

Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost

^[2]

$ 12,561

$ 1

3,227

15,789

Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost (in Shares)

^[2]

40,470

48,237

^[1]

Exercise of Pre-Funded Warrants into shares of Common Stock

$ 1

Exercise of Pre-Funded Warrants into shares of Common Stock (in Shares)

^[1]

76,770

Issuance of Common Stock under the At the Market Sales Agreement, net of issuance costs

^[2]

^[3]

Issuance of Common Stock under the At the Market Sales Agreement, net of issuance costs (in Shares)

^[2]

396

^[1]

Issuance of Redeemable Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs

^[2]

$ 19,859

541

20,400

Issuance of Redeemable Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs (in Shares)

^[2]

216,417

^[1]

Conversion of Redeemable Convertible Preferred Shares into Common Stock

$ (13,775)

$ 1

13,774

Conversion of Redeemable Convertible Preferred Shares into Common Stock (in Shares)

(109,152)

574,484

^[1]

Issuance of Common Stock upon restricted stock units (“RSUs”) vesting

^[3]

Issuance of Common Stock upon restricted stock units (“RSUs”) vesting (in Shares)

^[1]

8,180

Stock-based compensation expenses

2,580

Net loss

(17,727)

Balance at Dec. 31, 2024

$ 18,645

$ 6

186,194

(180,697)

24,148

Balance (in Shares) at Dec. 31, 2024

147,735

1,023,010

^[1]

Issuance of Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants under the February 2025 SPA, net of issuance costs

^[2]

^[3]

878

^[3]

878

Issuance of Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants under the February 2025 SPA, net of issuance costs (in Shares)

^[2]

148,857

^[1]

Issuance of Common Stock under the Inducement Letter Agreements

^[2]

$ 1

6,472

6,473

Issuance of Common Stock under the Inducement Letter Agreements (in Shares)

^[2]

208,479

^[1]

Exercise of Private Pre-Funded Warrants and Common Warrants

^[2]

^[3]

Exercise of Private Pre-Funded Warrants and Common Warrants (in Shares)

^[2]

75,223

^[1]

Exercise of options to Common Stock

^[4]

^[3]

Exercise of options to Common Stock (in Shares)

^[4]

718

^[1]

Vested restricted stock units

^[4]

^[3]

Vested restricted stock units (in Shares)

^[4]

14,469

^[1]

Issuance of Common Stock under the At the Market Sales Agreement, net of issuance costs

^[2]

^[3]

1,305

^[3]

1,305

Issuance of Common Stock under the At the Market Sales Agreement, net of issuance costs (in Shares)

^[2]

121,773

^[1]

Conversion of Redeemable Convertible Preferred Shares into Common Stock

^[2]

$ (28)

^[3]

Conversion of Redeemable Convertible Preferred Shares into Common Stock (in Shares)

^[2]

(223)

1,174

^[1]

Stock-based compensation expenses

2,091

Net loss

(36,199)

Balance at Dec. 31, 2025

$ 18,617

$ 7

$ 196,970

$ (216,896)

$ (1,302)

Balance (in Shares) at Dec. 31, 2025

147,512

1,593,703

^[1]

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.
[2]	See note 12A.
[3]	Less than $1.
[4]	See note 12B.

Stockholders Equity - Schedule of Options Granted to Purchase the Company’s Common Stock Under the Company’s Stock Option Plans (Details) - Share Option [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) $ / shares shares
Schedule of Options Granted to Purchase the Company’s Common Stock Under the Company’s Stock Option Plans [Line Items]
Number of Options, Outstanding at the beginning of period \| shares	105,525
Weighted Average Exercise Price, Outstanding at the beginning of period \| $ / shares	$ 77.71
Aggregate Intrinsic Value, Outstanding at the beginning of period \| $	$ 15
Number of Options, Granted \| shares	63,716
Weighted Average Exercise Price, Granted \| $ / shares	$ 10.22
Number of Options, Forfeited \| shares	(15,085)
Weighted Average Exercise Price, Forfeited \| $ / shares	$ 56.88
Number of Options, Expired \| shares	(3,051)
Weighted Average Exercise Price, Expired \| $ / shares	$ 58.71
Number of Options, Exercised \| shares	(718)
Weighted Average Exercise Price, Exercised \| $ / shares	$ 0.79
Number of Options, Outstanding at the end of period \| shares	150,387
Weighted Average Exercise Price, Outstanding at the end of period \| $ / shares	$ 51.94
Aggregate Intrinsic Value, Outstanding at the end of period \| $
Number of Options, Exercisable at end of period \| shares	41,096
Weighted Average Exercise Price,Exercisable at end of period \| $ / shares	$ 92.45
Number of Options, Weighted average remaining contractual life – years	8 years 2 months 15 days

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2025

Dec. 31, 2024

Current assets

Cash and cash equivalents

$ 4,360

$ 16,856

Restricted cash

595

958

Property and equipment, held for sale

157

Other current assets

463

2,706

Total current assets

5,575

20,520

Non-current assets

Non-current restricted cash

161

Operating lease right-of-use assets

5,457

Property and equipment, net

5,045

In-process Research and development (“IPR&D”) asset

208

12,050

Total non-current assets

208

22,713

Total Assets

5,783

43,233

Current liabilities

Trade account payables

3,120

1,882

Current portion of lease liabilities

1,436

1,130

Other account payables

1,823

5,255

Total current liabilities

6,379

8,267

Non-current liabilities

Operating lease liabilities, net of current portion

8,454

Other liabilities

Warrants

706

2,287

Total non-current liabilities

706

10,818

Commitments and Contingencies (Note 8)

Stockholders’ equity (capital deficiency)

Preferred Stock, $0.0001 par value; Authorized - 1,000,000 shares as of December 31, 2025 and December 31, 2024. Issued and outstanding – 147,512 as of December 31, 2025 and 147,735 shares as of December 31, 2024.

18,617

18,645

Common stock, $0.0001 par value (“Common Stock”); Authorized - 750,000,000 shares as of December 31, 2025 and December 31, 2024. Issued and outstanding – 1,593,703 and 1,023,010 as of December 31, 2025 and December 31, 2024, respectively. (*)

^[1]

Additional paid in capital

196,970

186,194

Accumulated deficit

(216,896)

(180,697)

Total Stockholders’ equity (capital deficiency)

(1,302)

24,148

Total liabilities and stockholders’ equity

$ 5,783

$ 43,233

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 12A.

Stockholders Equity

12 Months Ended

Dec. 31, 2025

Stockholders Equity [Abstract]

STOCKHOLDERS EQUITY

NOTE 12 -

STOCKHOLDERS EQUITY

Share Capital:

Reverse Stock Split:

On August 8, 2024, the Board of Directors approved a 1-for-10 Reverse Stock Split of the Company’s shares of Common Stock (the “2024 Reverse Stock Split”).

On August 20, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the 2024 Reverse Stock Split, which became effective on August 26, 2024 (the “Effective Date”). The Company’s Common Stock began trading on a 2024 Reverse Stock Split adjusted basis on the NYSE American at the opening of the markets on the Effective Date.

As a result of the 2024 Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 178,958,447 shares to 18,021,173 shares (pre the 2025 Reverse Stock Split as defined below). No fractional shares of Common Stock or Units were issued ;Stockholders of the Company otherwise entitled to receive fractional shares were rounded up to the next whole share, resulting in the issuance of 125,328 additional shares of Common Stock. The Reverse Stock Split did not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

On October 16, 2025, the Company’s stockholders approved a reverse stock split at a ratio within a range of 1-for-5 and 1-for-20 at such time as the Board of Directors shall determine, in its sole discretion, at any time before October 16, 2026. On November 13, 2025, the Board of Directors approved a 1-for-19 Reverse Stock Split of the Company’s shares of Common Stock.

On November 17, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the 2025 Reverse Stock Split, which became effective on November 25, 2025. The Company’s Common Stock began trading on a Reverse Stock Split adjusted basis on the NYSE American at the opening of the markets on the same date.

As a result of the 2025 Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 29,002,617 shares to 1,592,985 shares. No fractional shares of Common Stock were issued in connection with the 2025 Reverse Stock Split. Stockholders of the Company who otherwise were entitled to receive fractional shares, because they held a number of shares or Units, as applicable, not evenly divisible by the 2025 Reverse Stock Split ratio were automatically entitled to receive an additional fraction of a share of the Common Stock or Unit, as applicable, to round up to the next whole share. As a result, 66,344 shares of Common Stock were issued. The 2025 Reverse Stock Split did not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

Unless otherwise indicated, all amounts of issued and outstanding stock contained in the accompanying consolidated financial statements have been adjusted to reflect the 1-for-10 2024 Reverse Stock Split and the 1-for-19 2025 Reverse Stock Split for all prior periods presented. Proportional adjustments were also made to shares underlying outstanding equity awards, warrants and Redeemable Convertible Preferred Shares, and to the number of shares issued and issuable under the Company’s stock incentive plans and certain existing agreements.

Authorized shares of common stock:

On July 9, 2024, the Company’s stockholders approved increasing the number of authorized shares of Common Stock from 120,000,000 shares, par value $0.0001 per share, to 750,000,000 shares, par value $0.0001 per share.

Preferred Stock:

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

On March 15, 2024, the Company issued 40,470 and 216,417 Redeemable Convertible Preferred Shares, par value $0.0001 per share, as part of the Acquisition and the March 2024 PIPE (as defined below), respectively. During the year ended December 31, 2025 and 2024, 223 and 109,152 Redeemable Convertible Preferred Shares were converted into 1,174 and 574,484 shares of the Company’s Common Stock, respectively.

Stock Exchange:

On October 28, 2019, the Company agreed to issue 10,527 additional shares of Common Stock, on a pro rata basis, if the daily volume weighted average price of the Company’s Common Stock in any 20 trading days within a 30-trading day period prior to January 1, 2026 is greater than or equal to $551.00 per share (with respect to the Company’s Common Stock traded on the NYSE American). As of December 31, 2025, the condition was not achieved and the Company’s conditional undertaking to issue additional shares expired.

Private Investment in Public Equity:

On March 15, 2024, the effective date of the Acquisition as described in Note 1C, the Company issued to APT’s former stockholders 48,237 shares of the Company’s Common Stock, 40,470 Redeemable Convertible Preferred Shares and Merger Warrants to purchase up to an aggregate of 11,403 shares of the Company Common Stock. Each share of Redeemable Convertible Preferred Shares is convertible into an aggregate of approximately 6 shares of Common Stock. The Merger Warrants became exercisable on July 9, 2024, at an exercise price of $950.00 per share and will expire on January 28, 2027.

The Redeemable Convertible Preferred Shares are entitled to receive dividends on shares of the Redeemable Convertible Preferred Shares equal to, on an as-if-converted-to Common-Stock basis, and in the same form as, dividends actually paid on shares of the Common Stock. Except as otherwise required by law or with respect to the Redeemable Convertible Preferred Shares protective provisions set forth in the Company’s Certificate of Designations, the Redeemable Convertible Preferred Shares do not have voting rights.

Concurrently with the consummation of the Acquisition, the Company consummated a private placement (the “March 2024 PIPE”) with certain investors pursuant to which, such investors purchased an aggregate of 216,417 Redeemable Convertible Preferred Shares (“PIPE Preferred Shares”) and warrants to purchase up to an aggregate of 569,519 shares of the Company’s Common Stock (the “Private Placement Warrants”), at a combined price of $4,390.9 per PIPE Preferred Share and an accompanying Private Placement Warrant to purchase 3 shares of common stock. The PIPE Preferred Shares and the Private Placement Warrants were issued in a private placement pursuant to an exemption from registration requirements under the Securities Act for aggregate gross proceeds of $50,000. Each Private Placement Warrant’s exercise price equals to $43.9 per share, subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, became exercisable on July 9, 2024, and will expire on July 9, 2026. Under certain circumstances, the Company may be required to pay to each holder of the Private Placement Warrants (i) an amount in cash equal to the holder’s total purchase price for the shares of Common Stock purchased (the “Buy-In Price”) or credit such holder’s balance account with the Depository Trust Company (“DTC”) for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to such holder a certificate or certificates representing such shares of Common Stock or credit such holder’s balance account with DTC, as applicable, and pay cash to such holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) Weighted Average Price (as defined in the Private Placement Warrant) on the trading day immediately preceding the exercise date. On February 25, 2025, 6,955,528 Private Placement Warrants to purchase up to 366,087 were repriced and exercised under the Inducement Letter Agreements as defined and described below.

In connection therewith, the Company issued warrants to purchase shares of the Company’s Common Stock to the placement agents for the March 2024 PIPE (the “Agents Warrants”). See Note 12B for further information.

The Company accounted for the Private Placement Warrants as liabilities as the Private Placement Warrants are not considered indexed to the entity’s own stock based on the provision of ASC 815, “Derivatives and hedging” (“ASC 815”). The Private Placement Warrants are measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized in the consolidated financial statements.

On February 25, 2025, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “February 2025 Registered Direct Offering”) an aggregate of 148,857 shares of the Company’s Common Stock, pre-funded warrants (the “Registered Pre-Funded Warrants”) to purchase up to an aggregate of 42,381 shares of Common Stock, and in a concurrent private placement (the “February 2025 PIPE”, and together with the February 2025 Registered Direct Offering, the “February 2025 SPA”), (a) unregistered pre-funded warrants (the “Private Pre-Funded Warrants”) to purchase up to an aggregate of 121,362 shares of Common Stock at an exercise price of $0.0019 per share and (b) unregistered warrants (the “Common Warrants”, and together with the Private Pre-Funded Warrants, the “Private Warrants”) to purchase up to an aggregate of 312,599 shares of Common Stock at an exercise price of $17.68 per share. Each share of Common Stock (or Registered Pre-Funded Warrant in lieu thereof) and Private Pre-Funded Warrant were sold with an accompanying Common Warrant. The combined effective purchase price of each share of Common Stock (or Registered Pre-Funded Warrant in lieu thereof) and accompanying Common Warrant, and of each Private Pre-Funded Warrant and accompanying Common Warrant, is $17.68. The Common Warrants became exercisable on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the Private Warrants (the “Stockholder Approval Date”), which was obtained on April 21, 2025, and will expire on the five-year anniversary of the Stockholder Approval Date. The gross proceeds to the Company from the February 2025 SPA were $5,527, before deducting placement agent fees and other offering expenses payable by the Company of $657. During the year ended December 31, 2025, 547,728 Private Pre-Funded Warrants and 1,917 Common Warrants were exercised at an exercise price of $0.0019 and $17.68 per share, respectively, into 28,929 shares of Common Stock. Additionally, 879,761 Private Pre-Funded Warrants were exercised into 46,294 shares of Common Stock through cashless mechanism for no additional consideration.

The Company accounted for the Common Warrants as liabilities as they are not considered indexed to the entity’s own stock based on the provision of ASC 815. The Common Warrants were measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized in the consolidated financial statements.

The Company allocated the total consideration from the February 2025 SPA first to the fair value of the Common Warrants and then to the Company’s Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants. The transaction costs were allocated in the same manner as the consideration. Issuance costs which were allocated to the Common Warrants were $539 and were expensed immediately, and issuance costs that were allocated to the Company’s Common Stock, Registered Pre-Funded Warrants and Private Pre-Funded Warrants were $118 and were deducted from Additional paid in capital.

Concurrently with the February 2025 SPA on February 25, 2025, the Company entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of the Company’s Private Placement Warrants issued on March 2024 PIPE, to purchase an aggregate of 366,087 shares of Common Stock, having an original exercise price of $43.91 per share (the “Existing Warrants”). Pursuant to the Inducement Letter Agreements, the Holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $17.68 per share in consideration of the Company’s agreement to issue new unregistered warrants (the “Inducement Warrants”) to purchase up to an aggregate of 366,087 shares of Common Stock. Under the Inducement Letter Agreements, the Company issued 208,479 shares of Common Stock and amended and restated warrants (the “A&R Warrants”) to purchase up to 157,603 shares of Common Stock at an exercise price of $0.0019 per share. The Inducement Warrants have an exercise price of $17.68 per share and became exercisable on Stockholder Approval Date, which was obtained on April 21, 2025 and will expire on the five-year anniversary of the Stockholder Approval Date. The benefit from the repricing in the amount of $3,300 was recorded as an expense within Income from change in fair value of warrants in the consolidated statements of operations. The gross proceeds to the Company from the Existing Warrants exercise were $6,473 prior to deducting placement agent fees and offering expenses of $412.

The terms of the Inducement Warrants are substantially the same as those of the Common Warrants and were accounted for as liabilities.

At-the-market Sales Agreement:

On August 13, 2025, the Company filed a prospectus supplement to amend and supplement its prospectus dated January 2, 2024, and as previously supplemented on February 24, 2025, filed under its registration statement on Form S-3 in connection with its At the Market Offering Agreement (the “ATM”) with H.C. Wainwright & Co., LLC (“Wainwright”). The prospectus supplement updated the maximum aggregate amount of securities the Company may offer and sell under the ATM. Under the prospectus supplement, the Company may issue and sell shares of its Common Stock having an aggregate offering price of up to $1,766 from time to time through Wainwright. During the year ended December 31, 2025, the Company sold 121,773 shares of Common Stock under this agreement, at an average price of $11.13 per share, raising aggregate net proceeds of approximately $1,305, after deducting an aggregate commission of $51.

Warrants:

As of December 31, 2025, the Company had the following outstanding warrants to purchase Common Stock issued to stockholders:

Warrant

Issuance Date

Expiration
Date

Exercise
Price
Per Share

Number of
Shares of
Common Stock
Underlying
Warrants

2021 Registered Direct Offering Warrants

July 28, 2021

January 28, 2027

950.00

14,808

Merger Warrants

March 15, 2024

January 28, 2027

950.00

11,404

Private Placement Warrants

March 15, 2024

July 9, 2026

43.91

203,444

Registered Pre-Funded Warrants

February 25, 2025

April 21, 2030

0.0019

42,381

Private Pre-Funded Warrants

February 25, 2025

April 21, 2030

0.0019

46,232

Common Warrants

February 25, 2025

April 21, 2030

17.68

312,503

Inducement Warrants

February 25, 2025

April 21, 2030

17.68

366,087

A&R Warrants

February 25, 2025

April 21, 2030

0.0019

157,603

1,154,462

Stock-based compensation:

Equity Incentive Plan:

In 2015, the Board of Directors of BiomX Israel approved a plan for the allocation of options to employees, service providers, and officers (the “2015 Plan”). The options represented a right to purchase one Ordinary Share of the BiomX Israel in consideration of the payment of an exercise price. Also, the options were granted in accordance with the “capital gains route” under section 102 and section 3(i) of the Israeli Income Tax Ordinance and section 409A of the U.S. Internal Revenue Code as technically adjusted following the Recapitalization Transaction on October 28, 2019.

As of December 31, 2025, there are no shares of Common Stock remaining for issuance under the 2015 Plan.

In 2019, the Company adopted a new incentive plan (the “2019 Plan”) to grant 53 options, exercisable for Common Stock.

The aggregate number of shares of Common Stock that may be delivered pursuant to the 2019 Plan will automatically increase on January 1 of each year, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to four percent (4%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year.

Notwithstanding the foregoing, the Board may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares of Common Stock than provided herein.

On July 9, 2024, the Company’s stockholders approved increasing the number of shares of Common Stock under the Company’s 2019 Plan to be equal to 15% of the total number of fully-diluted shares of Common Stock outstanding as of the approval date, or 410,527 shares.

On January 1, 2026, the number of shares of Common Stock available to grant under the 2019 Plan was increased by 63,748. As of December 31, 2025, there were 440,095 shares of Common Stock remaining for issuance under the 2019 Plan.

Stock Options:

On March 15, 2024, the Company issued Agents Warrants to purchase up to an aggregate of 50,126 shares of the Company’s Common Stock to the Placement Agents in connection with the March 2024 PIPE. The exercise price of the Agents Warrants is $43.91 per share and they became exercisable at any time after the date of the receipt of BiomX stockholder approval, which was obtained on July 9, 2024, and will expire on July 9, 2026.

The Company accounted for the Agents Warrants under the scope of ASC 718-10, and treated them as issuance costs of the March 2024 PIPE as the Company considers these Warrants as consideration for receipt of Private Placement Services.

The Company determined the fair value of the Agents Warrants using the Black-Scholes model as of March 5, 2024. The main assumptions used are as follows:

Underlying value of Common Stock ($)			43.91
Exercise price ($)			43.91
Expected volatility (%)			100.6
Expected terms (years)			2.32
Risk-free interest rate (%)			4.4

On July 11, 2024, the Board of Directors approved the grant of 82,541 options to 51 employees, six senior officers and seven directors under the 2019 Plan, without consideration. Options were granted at an exercise price of $68.97 per share with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company.

On April 14, 2025, the Board of Directors approved the grant of 63,716 options to 37 employees, three senior officers and seven directors under the Company’s 2019 Omnibus Long-Term Incentive Plan, without consideration. Options were granted at an exercise price of $10.22 per share with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company.

The fair value of each option was estimated as of the date of grant using the Black-Scholes option-pricing model using the following assumptions:

	2025		2024

Underlying value of Common Stock ($)		10.22		68.97
Exercise price ($)		10.22		68.97
Expected volatility (%)		110.5		112.6
Expected terms of the option (years)		6.11		6.11
Risk-free interest rate (%)		4.12		4.14

Total fair value embodied in the options granted in 2025 and 2024 at the grant date, is estimated to be $728 and $4,870 respectively. These amounts will be recognized in statements of operations over the vesting period.

As of December 31, 2025, the unrecognized compensation cost related to all unvested, equity classified stock options of $1,532 is expected to be recognized as an expense on a graded vesting method over a weighted-average period of 2.5 years.

A summary of options granted to purchase the Company’s Common Stock under the Company’s stock option plans are as follows:

	For year ended December 31, 2025
	Number of Options			Weighted average exercise price		Aggregate intrinsic value

Outstanding at the beginning of period		105,525		$	77.71	$	15
Granted		63,716			10.22
Forfeited		(15,085	)		56.88
Expired		(3,051	)		58.71
Exercised		(718	)	$	0.79
Outstanding at the end of period		150,387			51.94	$	-
Exercisable at end of period		41,096			92.45
Weighted average remaining contractual life – years as of December 31, 2025		8.21

Restricted Stock Units (“RSUs”):

On September 16, 2024, the Company granted 8,182 RSUs to four senior officers and one service provider. The RSUs were fully vested and issued on the grant date and are not subject to continued service to the Company. The RSUs’ fair value is the Company’s stock closing price as of the grant date, which was $18.81.

On April 14, 2025, the Company granted 14,469 RSUs to three senior officers. The RSUs were fully vested and issued on the grant date and are not subject to continued service with the Company. Each RSU’s fair value is the Company’s stock closing price as of the grant date, which was $10.22. As of December 31, 2025, the Company has no unvested RSUs.

Warrants:

As of December 31, 2025, and 2024, the Company had the following outstanding compensation related warrants to purchase Common Stock as follows:

Warrant

Issuance Date

Expiration Date

Exercise Price Per Share

Number of Shares of Common Stock Underlying Warrants

Private Warrants issued to scientific founders*

November 27, 2017

Landlord Warrants**

March 15, 2024

January 28, 2027

950.00

1,316

Agents Warrants

March 15, 2024

July 9, 2026

43.91

50,126

51,458

See Note 5

The following table sets forth the total stock-based payment expenses resulting from options, RSUs and warrants granted, included in the consolidated statements of operations:

	Year ended December 31,
	2025		2024

Research and development expenses, net		711		600
General and administrative		1,380		1,248
		2,091		1,848

The Company recognized stock-based compensation expenses in connection with options and RSUs granted to executive officers of the Company in the amount of $1,018 and $811 for the years ended December 31, 2025 and 2024, respectively.

The entire disclosure for equity.

Commitments and Contingencies [Abstract]

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

COMMITMENTS AND CONTINGENCIES

NOTE 8 -

COMMITMENTS AND CONTINGENCIES

In May 2021, APT entered into a Collaboration and Option Agreement (the “Oyster Agreement”) with Oyster, a wholly owned subsidiary of Viatris Inc., to collaborate on the use of APT’s proprietary phage technology for the treatment of certain ophthalmic diseases. Upon execution of the Agreement, Oyster paid an upfront payment of $500 to APT, a portion of which APT claims it has spent in the course of performing its obligations under the Oyster Agreement. In April 2022 and September 2023, APT received letters from Oyster and Viatris Inc. raising concerns about APT’s actions, including allegations that APT had breached the Oyster Agreement. On December 18, 2024, APT and Oyster signed a settlement agreement (the “Settlement Agreement”), which includes a payment of $300 from APT to Oyster. As of December 31, 2024, the Company has recorded a provision of $300 as other accounts payable in the consolidated balance sheets. On January 13, 2025, APT paid Oyster $300 according to the Settlement Agreement.

From 2015 to 2023, IIA approved several grant applications submitted by BiomX Israel in support of the Company’s various product candidates. Through December 31, 2025, total grants received from the IIA aggregated to approximately $8,933 (NIS 30,666). As of December 31, 2025, total grants subject to royalties’ payments aggregated to approximately $8,100. Repayment of the grant is contingent upon the successful completion of the BiomX Israel’s R&D programs and generating sales. BiomX Israel has no obligation to repay these grants if the R&D program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of December 31, 2025; therefore, no liability was recorded in these consolidated financial statements. IIA grants are recorded as a reduction of R&D expenses, net. As of December 31, 2025, BiomX Israel had a contingent obligation to the IIA in the amount of approximately $9,392 including annual interest of SOFR applicable to dollar deposits.

In June 2015, BiomX Israel entered into a Research and License Agreement (the “2015 License Agreement”) as amended with Yeda Research and Development Company Limited (“Yeda”), pursuant to which BiomX Israel received an exclusive worldwide license to certain know-how and research information related to the development, testing, manufacturing, production and sale of microbiome-based therapeutic product candidates, including candidates specified in the agreement, as well as patents, research and other rights to phage product candidates. In return, BiomX Israel is obligated to pay Yeda annual license fees of approximately $10 and royalties on revenues as defined in the 2015 License Agreement. In July 2019, the Company and Yeda amended the 2015 License Agreement, pursuant to which, following the closing of the Recapitalization Transaction, the Company is obligated to pay Yeda a one-time payment as described in the amendment which will not exceed 1% of the consideration received in the event of certain mergers or acquisitions involving the Company. The Merger Agreement as described in Note 1C, does not constitute a merger or acquisition as defined in the amendment.

In October 2021, the Company entered into a Stock Purchase Agreement with a subsidiary of Maruho Co. Ltd. (“Maruho”), granting Maruho a right of first offer to license BX005 in Japan. An amount of $1,976 was recorded as a contract liability. In April 2024, following the decision to pause development of BX005, the right of first offer was terminated, and the full contract liability was reversed and recognized as other income for the year ended December 31, 2024.

In November 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd., which included a contingent consideration mechanism based on the achievement of specified clinical, development, regulatory, commercial and strategic milestones, or the execution of qualifying collaboration agreements. Such consideration may be settled, at the Company’s discretion, in cash and/or shares of Common Stock, up to an aggregate amount of $32,000 over a ten-year period from the closing of the agreement. Following BiomX Israel’s filing for the commencement of insolvency proceedings, the Company concluded that the likelihood of achieving the milestones is remote; therefore, the fair value of the contingent consideration is zero.; accordingly, as of December 31, 2025, the contingent liability was reversed. As of December 31, 2024, the consolidated financial statements include a liability with respect to this agreement in the amount of $77.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Auditor [Table]
Auditor Name	Kesselman & Kesselman
Auditor Firm ID	1309
Auditor Location	Tel-Aviv, Israel
Auditor Opinion [Text Block]	*Opinion on the Financial Statements* We have audited the accompanying consolidated balance sheets of BiomX Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders' equity (capital deficiency) and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1B to the consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations, incurred an accumulated deficit, and has stated that these events or conditions raise substantial doubt on the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1B. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Research and Development Expenses, Net - Schedule of Research and Development Expenses, Net (Details) - Research and Development Expense [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Schedule of Research and Development Expenses, Net [Line Items]
Professional service and subcontractors	$ 13,230	$ 13,117
Salaries and related expenses	4,713	7,406
Stock-based compensation	711	600
Depreciation	2,264	1,488
Materials and supplies	68	518
Rent and related expenses	2,113	3,900
Other	183	222
Research and development expenses, gross	23,282	27,251
Less grants from the IIA and MTEC (see Notes 8A and 9)	(1,990)	(2,588)
Research and development expenses, net	$ 21,292	$ 24,663

Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Mar. 15, 2024
Significant Accounting Policies [Line Items]
Outstanding short-term foreign exchange contracts	$ 2,413
Fair value asset	19
Defined contribution	354	$ 389
Exercise price per share (in Dollars per share)			$ 43.91
IPR&D impairment	$ 11,842	$ 3,237
Common Stock [Member] \| Pre-Funded Warrants [Member]
Significant Accounting Policies [Line Items]
Exercise price per share (in Dollars per share)	$ 0.019

Property and Equipment, Held for Sale (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Depreciation expenses		$ 2,922	$ 1,803
Impairment to reflect the sale proceeds	$ 496
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Impairment loss			$ 530

Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($)
$ in Thousands

Dec. 31, 2025

Dec. 31, 2024

Schedule Of Net Deferred Tax Assets Abstract

Net operating loss carryforwards

$ 51,579

$ 42,454

Research and development expenses, net

8,737

10,898

Lease liability

785

Research and development tax credits

^[1]

601

Fixed assets

310

IPR&D - Intangible Asset

2,192

Other

1,038

838

Total deferred tax assets

64,457

55,576

Right of use assets

(847)

IPR&D - Intangible Asset

(127)

Private Placement Warrants

(6,840)

(5,571)

Fixed assets

(190)

Total deferred tax liabilities

(6,840)

(6,735)

Valuation allowance

(57,617)

(48,841)

Net deferred tax assets

[1]	Research and development tax credits will begin to expire in 2038.

General - Schedule of Fair Value of the Consideration Transferred to Apt Shareholders for the Acquisition (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Schedule of Fair Value of the Consideration Transferred to Apt Shareholders for the Acquisition [Abstract]
Total	$ 15,851
APT Shareholders Acquisition [Member] \| Common Stock [Member]
Schedule of Fair Value of the Consideration Transferred to Apt Shareholders for the Acquisition [Abstract]
Total	3,041
APT Shareholders Acquisition [Member] \| Redeemable Convertible Preferred Stock [Member]
Schedule of Fair Value of the Consideration Transferred to Apt Shareholders for the Acquisition [Abstract]
Total	12,610
APT Shareholders Acquisition [Member] \| Merger Warrants [Member]
Schedule of Fair Value of the Consideration Transferred to Apt Shareholders for the Acquisition [Abstract]
Total	$ 200

Leases

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

LEASES

NOTE 5 -

LEASES

In September 2020, BiomX Israel entered into a five-year lease for office space in Ness Ziona, Israel, commencing September 1, 2020, with an option to extend until November 30, 2030. The lessor reimbursed BiomX Israel for leasehold improvement costs, which BiomX Israel will repay with interest over the lease term, resulting in recognition of a $1,030 lease incentive asset deducted from the operating lease right-of-use asset. The lease assets and liabilities included the option period.

In July 2025, BiomX Israel notified the lessor of its intention not to exercise the option to extend the lease agreement for an additional five-year period beginning on December 1, 2025, related to its office space in Ness Ziona, Israel. BiomX Israel accounted for the decision not to exercise the extension option as a triggering event under ASC 842, “Leases”, and remeasured the lease liability as an adjustment to the operating lease right-of-use asset associated with the lease. At the effective date of remeasurement, BiomX Israel recorded an adjustment to the right-of-use asset and lease liability in the amount of $2,487 based on the net present value of lease payments discounted. As of December 31, 2025, BiomX Israel no longer leases the office space; however, it is still required to repay the lessor the remaining balance of previously reimbursed leasehold improvements costs, amounting to approximately $636.

On August 9, 2019, APT entered into a lease agreement (the “APT Lease Agreement”) with ARE-708 Quince Orchard, LLC (the “Landlord”), for office and lab spaces in Gaithersburg, Maryland starting on September 1, 2019. On March 5, 2024, in connection with the Acquisition, APT and the Landlord, signed an amendment to the APT Lease Agreement. Pursuant to the amendment, the leased area and the monthly fees were reduced. The Company issued the Landlord warrants (the “Landlord Warrants”) to purchase up to an aggregate of 1,316 shares of the Company’s Common Stock at an exercise price of $950.00 per share. The Landlord Warrants became exercisable on July 9, 2024, and will expire on January 28, 2027.

On December 31, 2025, APT and the Landlord executed an amendment to the APT Lease Agreement to terminate the lease. Pursuant to the amendment, the Landlord applied a security deposit of $154, and the Company became obligated to deposit $800 into a designated escrow account in connection with the lease termination. As of December 31, 2025, the Company had deposited $300 into the escrow account. In January 2026, the remaining balance of $500 was deposited into the escrow account and subsequently released to the Landlord. As a result of the termination, the Company recognized a gain of $2,949 from lease termination for the period ended December 31, 2025, reflecting the derecognition of the related right-of-use asset and lease liability, and the total consideration that will be paid in connection with the termination.

For the year ended December 31, 2024, the Company recognized an impairment charge of $3,516 in relation to its right-of-use asset. See Note 11 for further information.

Lease expenses recorded in the consolidated statements of operations were $1,967 and $3,543 for the years ended December 31, 2025 and 2024, respectively.

Supplemental cash flow information related to operating leases was as follows:

		Year ended December 31, 2025				Year ended December 31, 2024
Cash payments for operating leases			1,814				1,533

Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied in the preparation of the financial statements on a consistent basis, are as follows, except for the adoption of new accounting standards:

Basis of presentation and principles of consolidation

Use of estimates in the preparation of financial statements

Functional currency and foreign currency translation

Cash and cash equivalents and restricted cash

Concentrations of credit risk

Property and equipment

		Estimated Useful Lives

Laboratory equipment		7 years
Computers and software		3 years
Equipment and furniture		15 years
Leasehold improvements		Shorter of lease term or useful life

Other long-lived asset impairment

Income taxes

Derivative activity

Fair value of financial instruments

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

There were no changes in the fair value hierarchy levelling during the years ended December 31, 2025 and 2024.

The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy:

	December 31, 2025
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds		3,084		-		-		3,084
		3,084		-		-		3,084
Liabilities:
Warrants		-		-		706		706
		-		-		706		706

	December 31, 2024
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds		12,251		-		-		12,251
Foreign exchange contracts receivable		-		19		-		19
		12,251		19		-		12,270
Liabilities:
Contingent consideration		-		-		77		77
Warrants		-		-		2,287		2,287
		-		-		2,364		2,364

The Company determined the fair value of the liabilities for the Warrants using the Black-Scholes model, a Level 3 measurement, within the fair value hierarchy.

The main assumptions used are as follows:

	December 31, 2025		December 31, 2024
Underlying value of Common Stock ($)		1.87		13.87
Exercise price ($)		17.68-43.91		43.91
Expected volatility (%)		126.46-141.48		120.1
Expected terms (years)		0.52-4.31		1.5
Risk-free interest rate (%)		3.59-3.66		4.1

The changes in the fair value of the Company’s Warrants which are measured as Level 3 and on a recurring basis are as follows:

	Year ended December 31, 2025			Year ended December 31, 2024
Beginning balance		2,287			-
Issuance of Private Placement Warrants		-			28,745
Issuance of Common Warrants		4,531			-
Repricing of warrants under the Inducement Letter Agreements (*)		3,300			-
Common Warrants exercise		(1	)		-
Change in fair value		(9,411	)		(26,458	)
Ending balance		706			2,287

(*)	Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss. See Note 12A for further information.

As of December 31, 2025, the IPR&D and Property and equipment were assessed for impairment and measured at fair value, as described in Note 11 below.

Defined contribution plans

The Company has not elected to match any of the employees’ deferral. During the years ended December 31, 2025 and 2024 the Company did not record any expenses for 401(k) match contributions.

Financial instruments

Research and development expenses, net

Basic and diluted loss per share

Stock compensation plans

Leases

The Company has made a policy election not to capitalize leases with a term of 12 months or less.

Business Combination

Intangible Assets

Intangible assets

New accounting pronouncements

Recently adopted accounting pronouncements

Recently issued accounting pronouncements, not yet adopted

Income Taxes - Schedule of Loss Before Taxes on Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Schedule of Loss Before Taxes on Income [Abstract]
Domestic - United States	$ 12,145	$ (3,511)
Foreign - Israel	24,047	21,225
Total	$ 36,192	$ 17,714

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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General and Administrative Expenses [Abstract]

General and Administrative Expenses

12 Months Ended

Dec. 31, 2025

GENERAL AND ADMINISTRATIVE EXPENSES

NOTE 14 -

GENERAL AND ADMINISTRATIVE EXPENSES

	Year ended December 31,
	2025		2024

Salaries and related expenses		2,487		3,101
Stock-based compensation		1,380		1,248
Professional services		2,585		3,227
Travel expenses		172		299
Rent and related expenses		602		593
Insurance expenses		1,191		1,379
Depreciation		658		317
Acquisition transaction costs		-		888
Other		553		724
		9,628		11,776

General (Details) - USD ($)
$ in Thousands

1 Months Ended

12 Months Ended

Nov. 13, 2025

Jul. 15, 2024

Mar. 15, 2024

Oct. 29, 2019

Oct. 28, 2019

Jan. 31, 2026

Dec. 31, 2025

Dec. 31, 2024

Feb. 25, 2025

Percentage of shares issued and outstanding

65.00%

Accumulated deficit

$ (216,896)

$ (180,697)

Goodwill

801

Amount of goodwill

300

Percentage of discount for lack of marketability

9.40%

Goodwill impairment

801

IPR&D impairment

11,842

3,237

Long-lived assets

1,653

$ 4,046

Merger Warrants [Member]

Warrants purchase (in Shares)

11,403

366,087

IPR&D [Member]

Intangible assets

15,287

Goodwill

$ 501

Common Stock [Member]

Number of shares received (in Shares)

10,527

148,857

^[1],[2]

Reverse stock split

1-for-19

Aggregate shares issued (in Shares)

48,237

^[1],[2]

Warrants purchase (in Shares)

11,403

Number of shares converted (in Shares)

574,484

1,174

Merger Agreement [Member]

APT Stockholders [Member]

Owned percentage

55.00%

Transaction costs

$ 888

Owned percentage

45.00%

BiomX Israel [Member]

Number of shares received (in Shares)

79,311

Adaptive Phage Therapeutics LLC [Member]

Subsequent Event [Member]

Goodwill impairment

$ 801

IPR&D impairment

3,237

Long-lived assets

$ 4,046

Redeemable Convertible Preferred Stock [Member]

Funds raised

$ 3,000