0001213900-26-091780 | 10-Q | XBRL Viewer

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Basic and Diluted Loss Per Share - Schedule of Diluted Loss Per Share Effect of Anti-Dilutive (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Options [Member]
Schedule of Diluted Loss Per Share Effect of Anti-Dilutive [Line Items]
Diluted loss per share effect of anti-dilutive		158,072		158,072
Warrants [Member]
Schedule of Diluted Loss Per Share Effect of Anti-Dilutive [Line Items]
Diluted loss per share effect of anti-dilutive	959,704	959,704	959,704	959,704
Contingent shares [Member]
Schedule of Diluted Loss Per Share Effect of Anti-Dilutive [Line Items]
Diluted loss per share effect of anti-dilutive	10,526	10,526	10,526	10,526
Redeemable Convertible Preferred Shares [Member]
Schedule of Diluted Loss Per Share Effect of Anti-Dilutive [Line Items]
Diluted loss per share effect of anti-dilutive	776,383	777,553	776,383	777,553

Summary of Significant Accounting Policies and Basis of Presentation	6 Months Ended
Jun. 30, 2026
Summary of Significant Accounting Policies and Basis of Presentation [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2026. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2025. Except for the accounting policies described in Note 2, the significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates ZorroNet and DFSL from April 10, 2026 and April 13, 2026, respectively, the date on which it obtained control. The portion of DFSL’s equity and results of operations not attributable to the Company is presented as noncontrolling interests. Intercompany balances and transactions have been eliminated upon consolidation. Functional currency A majority of the revenues of the Company are generated in U.S. dollars. In addition, most of the Company’s costs and expenses are denominated and determined in U.S. dollars. Management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operate. Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. The financial statements of ZorroNet and DFSL, for which the functional currency is not the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates for revenues and expenses. 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 financial instruments fair value valuation. 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. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. Intangible assets Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives, as noted below. Recoverability of these assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the assets. If the assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. Acquisition-related intangible assets: The Company accounts for ASC 350-20 “Goodwill and Other Intangible Assets” (“ASC 350-20”). ASC 805-10 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the value of identifiable intangible assets. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization. Accounts receivables The Company manages credit risk associated with accounts receivables at the customer level. Pursuant to Topic 326 for our accounts receivables, the Company maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss-rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease our allowance for doubtful accounts. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present. Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. Stock purchase warrants The Company accounts for stock purchase warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815. The assessment considers whether the stock purchase warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the stock purchase warrants meet all of the requirements for equity classification under ASC 815, including whether the stock purchase warrants are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance, modification, and as of each subsequent quarterly period end date while the stock purchase warrants are outstanding. For issued or modified stock purchase warrants that meet all of the criteria for equity classification, the stock purchase warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified stock purchase warrants that do not meet all the criteria for equity classification, the stock purchase warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability classified stock purchase warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. The Company assesses the classification of its common stock purchase warrants at each reporting date to determine whether a change in classification between equity and liability is required. For modified stock purchase warrants that result in a change of classification from equity to liability, a liability is recognized equal to the fair value on the date of modification, additional paid-in capital is adjusted by the fair value of the warrant on the date of issuance. Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised products or services is transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled. The Company derives revenue principally from subscriptions to its artificial intelligence (“AI”)-based command-and-control software platform provided on a software-as-a-service basis (“SaaS”), sales of hardware systems and components, perpetual software licenses, deployment, installation and integration services, and ongoing maintenance, technical support and warranty support services. Arrangements may include bundled solutions or standalone sales of products or services. The Company applies the five-step model under ASC 606 by identifying the contract and the distinct performance obligations, determining and allocating the transaction price, and recognizing revenue as each performance obligation is satisfied. Performance obligations and allocation of transaction price The Company’s contracts may include multiple promises, such as hardware systems, software licenses, SaaS subscriptions, installation and integration services, and ongoing support. At contract inception, the Company assesses whether each promised product or service is distinct. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the promise to transfer it is separately identifiable from the other promises in the contract. For arrangements containing multiple distinct performance obligations, the transaction price is allocated based on the relative stand-alone selling price (“SSP”) of each product or service. SSP is generally based on observable standalone sales. If SSP is not directly observable, the Company estimates it using an expected cost-plus-margin approach or, in limited circumstances, a residual approach. SaaS subscriptions Access to the Company’s software platform, together with technical support and unspecified updates provided during the subscription period, is generally accounted for as a single performance obligation satisfied over time. Revenue is recognized ratably over the committed subscription term, commencing when access to the platform is made available to the customer. Sales of systems, hardware and perpetual software licenses Revenue from hardware systems, components, perpetual software licenses and related products is generally recognized at a point in time when control transfers to the customer. The determination of when control transfers is based on the terms of the arrangement, including delivery, customer acceptance and any remaining performance obligations. Deployment, installation and integration services Deployment, configuration and integration services generally include connecting the Company’s platform or systems to the customer’s existing cameras, sensors, control systems and other infrastructure. These services are generally short-term, and revenue is recognized upon completion and transfer of control. If significant installation or integration services are distinct and the criteria for recognition over time are met, revenue is recognized as the services are performed. Maintenance, technical support and warranty support Revenue from maintenance, technical support and service-type warranty support is recognized over time as the services are performed. For certain service arrangements, the Company applies the practical expedient in ASC 606-10-55-18 because it has a right to invoice an amount that corresponds directly with the value transferred to the customer. Revenue from such arrangements is recognized in the amount to which the Company has a right to invoice. DFSL metro rail technology arrangement In December 2025, DFSL entered into an agreement pursuant to which it transferred certain software assets and patents and granted exclusive global commercialization rights relating to its metro rail technology to its principal customer. The agreement also includes ongoing support and personnel services through July 2026. The Company identified multiple performance obligations and allocated the transaction price based on their relative SSPs. Revenue attributable to the asset transfers and exclusive commercialization rights was recognized at a point in time upon transfer of control. Revenue attributable to the ongoing services is recognized over time as the services are rendered. Basic and diluted loss per share Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders, after giving effect to preferred dividends and the allocation of earnings to participating securities, by the weighted average number of shares of Common Stock outstanding during the period. Pre-funded warrants and other instruments for which little or no consideration remains to be paid are included in the weighted average number of common shares outstanding from the date the applicable issuance conditions are satisfied. Diluted net loss per share includes potentially dilutive securities using the treasury stock or if-converted method, as applicable, when their effect is dilutive. 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.

Summary of Significant Accounting Policies and Basis of Presentation

6 Months Ended

Jun. 30, 2026

Summary of Significant Accounting Policies and Basis of Presentation [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Unaudited Condensed Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed).

The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2026. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2025. Except for the accounting policies described in Note 2, the significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates ZorroNet and DFSL from April 10, 2026 and April 13, 2026, respectively, the date on which it obtained control. The portion of DFSL’s equity and results of operations not attributable to the Company is presented as noncontrolling interests. Intercompany balances and transactions have been eliminated upon consolidation.

Functional currency

A majority of the revenues of the Company are generated in U.S. dollars. In addition, most of the Company’s costs and expenses are denominated and determined in U.S. dollars. Management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operate.

Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.

The financial statements of ZorroNet and DFSL, for which the functional currency is not the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates for revenues and expenses.

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 financial instruments fair value valuation. 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.

Business Combinations

The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

Intangible assets

Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives, as noted below. Recoverability of these assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the assets. If the assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets.

Acquisition-related intangible assets:

The Company accounts for ASC 350-20 “Goodwill and Other Intangible Assets” (“ASC 350-20”). ASC 805-10 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill.

Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the value of identifiable intangible assets. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization.

Accounts receivables

The Company manages credit risk associated with accounts receivables at the customer level.

Pursuant to Topic 326 for our accounts receivables, the Company maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss-rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease our allowance for doubtful accounts.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present.

Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up.

Stock purchase warrants

The Company accounts for stock purchase warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815. The assessment considers whether the stock purchase warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the stock purchase warrants meet all of the requirements for equity classification under ASC 815, including whether the stock purchase warrants are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance, modification, and as of each subsequent quarterly period end date while the stock purchase warrants are outstanding.

For issued or modified stock purchase warrants that meet all of the criteria for equity classification, the stock purchase warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified stock purchase warrants that do not meet all the criteria for equity classification, the stock purchase warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability classified stock purchase warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss.

The Company assesses the classification of its common stock purchase warrants at each reporting date to determine whether a change in classification between equity and liability is required. For modified stock purchase warrants that result in a change of classification from equity to liability, a liability is recognized equal to the fair value on the date of modification, additional paid-in capital is adjusted by the fair value of the warrant on the date of issuance.

Revenue recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised products or services is transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled.

The Company derives revenue principally from subscriptions to its artificial intelligence (“AI”)-based command-and-control software platform provided on a software-as-a-service basis (“SaaS”), sales of hardware systems and components, perpetual software licenses, deployment, installation and integration services, and ongoing maintenance, technical support and warranty support services. Arrangements may include bundled solutions or standalone sales of products or services.

The Company applies the five-step model under ASC 606 by identifying the contract and the distinct performance obligations, determining and allocating the transaction price, and recognizing revenue as each performance obligation is satisfied.

Performance obligations and allocation of transaction price

The Company’s contracts may include multiple promises, such as hardware systems, software licenses, SaaS subscriptions, installation and integration services, and ongoing support.

At contract inception, the Company assesses whether each promised product or service is distinct. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the promise to transfer it is separately identifiable from the other promises in the contract.

For arrangements containing multiple distinct performance obligations, the transaction price is allocated based on the relative stand-alone selling price (“SSP”) of each product or service. SSP is generally based on observable standalone sales. If SSP is not directly observable, the Company estimates it using an expected cost-plus-margin approach or, in limited circumstances, a residual approach.

SaaS subscriptions

Access to the Company’s software platform, together with technical support and unspecified updates provided during the subscription period, is generally accounted for as a single performance obligation satisfied over time. Revenue is recognized ratably over the committed subscription term, commencing when access to the platform is made available to the customer.

Sales of systems, hardware and perpetual software licenses

Revenue from hardware systems, components, perpetual software licenses and related products is generally recognized at a point in time when control transfers to the customer. The determination of when control transfers is based on the terms of the arrangement, including delivery, customer acceptance and any remaining performance obligations.

Deployment, installation and integration services

Deployment, configuration and integration services generally include connecting the Company’s platform or systems to the customer’s existing cameras, sensors, control systems and other infrastructure.

These services are generally short-term, and revenue is recognized upon completion and transfer of control. If significant installation or integration services are distinct and the criteria for recognition over time are met, revenue is recognized as the services are performed.

Maintenance, technical support and warranty support

Revenue from maintenance, technical support and service-type warranty support is recognized over time as the services are performed.

For certain service arrangements, the Company applies the practical expedient in ASC 606-10-55-18 because it has a right to invoice an amount that corresponds directly with the value transferred to the customer. Revenue from such arrangements is recognized in the amount to which the Company has a right to invoice.

DFSL metro rail technology arrangement

In December 2025, DFSL entered into an agreement pursuant to which it transferred certain software assets and patents and granted exclusive global commercialization rights relating to its metro rail technology to its principal customer. The agreement also includes ongoing support and personnel services through July 2026.

The Company identified multiple performance obligations and allocated the transaction price based on their relative SSPs. Revenue attributable to the asset transfers and exclusive commercialization rights was recognized at a point in time upon transfer of control. Revenue attributable to the ongoing services is recognized over time as the services are rendered.

Basic and diluted loss per share

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders, after giving effect to preferred dividends and the allocation of earnings to participating securities, by the weighted average number of shares of Common Stock outstanding during the period. Pre-funded warrants and other instruments for which little or no consideration remains to be paid are included in the weighted average number of common shares outstanding from the date the applicable issuance conditions are satisfied. Diluted net loss per share includes potentially dilutive securities using the treasury stock or if-converted method, as applicable, when their effect is dilutive.

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.

General

6 Months Ended

Jun. 30, 2026

General [Abstract]

GENERAL

NOTE 1 – GENERAL

Organization and Nature of Operations

BiomX Inc. (individually and together with its subsidiaries, as applicable, the “Company” or “BiomX”) was incorporated in Delaware on November 1, 2017 as a blank check company for the purpose of effecting 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 consummated a business combination with BiomX Ltd. (“BiomX Israel”), following which BiomX Israel became a wholly owned subsidiary of the Company. In connection with the transaction, the Company acquired all of the outstanding shares of BiomX Israel, and the former shareholders of BiomX Israel received 79,311 shares of the Company’s Common Stock, representing 65% of the Company’s issued and outstanding shares immediately after the transaction (the “Recapitalization Transaction”). BiomX Israel was deemed the accounting acquirer in the Recapitalization Transaction. The Company’s Common Stock is traded on the NYSE American under the symbol “PHGE.”

Historically, the Company, through BiomX Israel, operated as a clinical-stage biopharmaceutical company focused on developing natural and engineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases.

On August 24, 2025, BiomX Israel filed an application with the Israeli Registrar of Companies for the expedited voluntary liquidation of RondinX Ltd. (“RondinX”), its subsidiary. The voluntary liquidation became effective on December 3, 2025. RondinX had no significant operations as of the liquidation date.

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 6.

Following the discontinuation of the Company’s Phase 2b clinical trial of BX004 and the commencement of insolvency proceedings with respect to BiomX Israel, the Company began transitioning its strategic focus to the defense, security and critical infrastructure technology markets.

During the first half of 2026, the Company underwent significant changes in management, capital structure and business operations. The Board of Directors and executive management team were reconstituted, including the appointment of a new Chief Financial Officer effective February 27, 2026 and a new Chief Executive Officer effective March 4, 2026. In January 2026, the Company completed a private placement of Series Y Convertible Preferred Stock and related warrants. During March 2026, all outstanding Series Y Convertible Preferred Stock was converted into Common Stock and the related investor warrants were exercised. In April 2026, the Company completed the acquisitions of ZorroNet and a 60% controlling interest in DFSL. The Company also established X Security & Defense Ltd., a wholly owned Israeli subsidiary focused on security, defense and first-response technologies. See Notes 7 and 11.

On November 13, 2025, the Board of Directors approved a 1-for-19 reverse stock split of the Company’s Common Stock (the “2025 Reverse Stock Split”), which became effective on November 25, 2025. See Note 8A for further information.

Going concern

The Company has incurred significant losses and negative cash flows from operations and incurred an accumulated deficit of 239,808 thousands Dollar as of June 30, 2026. The Company expects to continue to incur operating losses and require additional financing as it integrates its acquired businesses and executes its strategic plan. The Company plans to continue to fund its operations, through issuance of debt and/or equity securities, loans, or other alternatives.

Management believes that its current funds, together with the proceeds from the Company’s ATM program discussed below in Note 8, and revenues expected to be generated by DFSL and ZorroNet will be sufficient to fund its operations only for the next 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. 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.

Israel –war

In October 2023, a large-scale terrorist attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional regional fronts and contributed to a period of heightened geopolitical and security instability in the region.

During 2024 and 2025, hostilities included military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times, resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities.

In September 2025, a ceasefire agreement was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed hostilities or broader regional escalation cannot be ruled out. More recently, in February 2026, hostilities between Israel and Iran escalated again. Israel, together with the United States, launched a major joint military campaign of air and missile strikes against targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. In addition, In March 2026, tensions escalated once again in the Lebanese border as Hezbollah launched an attack on Israel, firing rockets across the border.

In April 2026, a ceasefire agreement was reached; however, the ceasefire remains fragile and the overall security situation in Israel and the region continues to be uncertain.

In response, Israel carried out targeted airstrikes against Hezbollah positions in Lebanon, raising concerns among the international community about the potential for a wider conflict. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time.

As a significant portion of the Company’s future activities, are located in Israel, and members of the Company’s management and certain employees and consultants are located in Israel, the Company’s operations may be affected by economic, political, geopolitical and military conditions affecting Israel. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect Company’s business, financial condition, and results of operations.

The Company is unable to predict the duration or severity of the current conflict or any potential escalation. To date, the conflict did not have a significant effect on Company’s activities however, the Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.

Segment Reporting (Details)	6 Months Ended
Segment Reporting (Details)	Jun. 30, 2026 segment
Segment Reporting [Line Items]
Operating segment	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
Reportable segment disclosed flag	segment

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Transaction During the Period

6 Months Ended

Jun. 30, 2026

Transaction During the Period [Abstract]

TRANSACTION DURING THE PERIOD

NOTE 7 – TRANSACTION DURING THE PERIOD

	1.	On March 31, 2026, the Company and Mandragola, entered into an Option and Undertaking Agreement (the “Option Agreement”), pursuant to which the Company was granted an exclusive and irrevocable option (the “Option”) to purchase 100% of Mandragola’s shareholdings in DR. Frucht Systems Ltd., an Israeli company (“DFSL”). The closing of the Option was subject to the closing by Mandragola on its agreement with DFSL and DFSL’s shareholder for the purchase, initially, by Mandragola of 60% of the issued and outstanding share capital of DFSL (the “DFSL Shareholdings”).

		DFSL is a developer of proprietary LADAR (Laser Radar)–based detection systems for security, defense, and critical infrastructure applications. Its technology combines laser-based sensing with proprietary AI algorithms to detect and respond to both UAV and ground-based intruders. Founded in 1995 by Dr. Yaacov Frucht, a former senior research leader at Rafael Advanced Defense Systems, DFSL builds on defense-originated laser radar technology adapted for civilian and homeland security use. DFSL’s technology is deployed across four primary application areas: counter-UAS (drone detection and response), perimeter and border security (“virtual fencing”), wide-area 360-degree surveillance, and rail and metro safety systems. The platform has been deployed in both pilot and operational environments where reliable, low false-alarm detection is critical, including transportation infrastructure and defense-related settings.

On April 13, 2026, the Company entered into and simultaneously closed on a Stock Purchase & Assignment Agreement (the “DFSL SPA”) with Mandragola, pursuant to which the Company exercised the Option and purchased from Mandragola 100% of Mandragola’s shareholdings in DFSL, representing 60% of the issued and outstanding voting equity capital of DFSL on a fully diluted basis (the “Purchased Shares”). The closing of the DFSL SPA occurred simultaneously with its execution and delivery.

In consideration for the Purchased Shares, the Company agreed to the following consideration to Mandragola:

(i)

a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000)

(ii)

the issuance of an unsecured convertible promissory note in the principal amount of Three Million Dollars ($3,000,000) (the “Note”), convertible solely at the option of the Company into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a per share conversion rate of $12.00, which obligation under the Note was satisfied as of June 30, 2026;

(iii)

the issuance of 923,000 shares of the Common Stock;

(iv)

the issuance of pre-funded warrants exercisable for 923,000 shares of Common Stock at a per share exercise price of $0.0001(the “Pre-Funded Warrants”), of which shares for 644,956 were exercised and issued to Mandragola on July 21, 2026; and

(v)

the issuance of a five-year warrant exercisable for 3,692,000 shares of Common Stock at a per share exercise price of $12.00 (the “Five Year Warrant”).

The shares of Common Stock and the Common Stock issuable upon conversion of the Note and exercise of the remainder of the Pre-Funded Warrants and Five Year Warrant is subject to obtaining approval of the Company’s stockholders (“Stockholder Approval”) as required by the applicable rules and regulations of the NYSE American LLC. A special meeting of the Company’s shareholders has been scheduled for August 25, 2026 to obtain Stockholder Approval.

Revenue Bonus

As additional consideration, the Company agreed that in the event that DFSL records annual revenues of Twenty-Five Million Dollars ($25,000,000) or more in any fiscal year on or after fiscal year 2027, Mandragola shall be entitled to a bonus payment equal to five percent (5%) of such recorded annual revenues for such fiscal year. The bonus is payable, at the sole discretion of the Company, in restricted shares of Common Stock (valued at the volume-weighted average price for the ten (10) trading days immediately preceding the date of payment) or cash, within sixty (60) days following the completion of DFSL’s audited financial statements for the applicable fiscal year.

Put and Call Arrangements over the Non-Controlling Interest in DFSL

In connection with the acquisition of 60% of DFSL, the Company was assigned the rights and assumed the obligations of Mandragola Ltd. under a Shareholders Agreement dated March 31, 2026 among Mandragola, DFSL and Dr. Yaacov Frucht, including put and call arrangements over the remaining 40% of DFSL held by Dr. Frucht.

Under these arrangements, at any time after the second anniversary of the Shareholders Agreement, Dr. Frucht has the right to require the Company to purchase either an additional 20% of DFSL or all of his remaining shares at the Option Exercise Price (as defined below). If the resulting implied enterprise value would be less than the enterprise value implied at closing (US$2,166,667), and DFSL has achieved cumulative sales of US$1,500,000 for the years 2026 and 2027, Dr. Frucht may instead exercise this put at a price based on the closing enterprise value, or US$433,333 per 20% interest, applied pro rata. At any time after the fourth anniversary, Dr. Frucht may require the Company to purchase all of his remaining shares at the Option Exercise Price, subject to achievement of the sales target described above unless the failure to achieve it was primarily caused by actions contrary to DFSL’s agreed business plan. In addition, if within 18 months following the closing DFSL approves a material change to its agreed business plan that is reasonably expected to reduce the sales target by at least 25%, Dr. Frucht may exercise his put option on a pro rata basis corresponding to the ratio of DFSL’s actual revenues to the sales target.

The Company holds corresponding call rights: at any time after the third anniversary, the Company is entitled to purchase an additional 20% of DFSL at the greater of US$800,000 or the Option Exercise Price, and at any time after the fourth anniversary, to purchase all remaining shares held by Dr. Frucht at the Option Exercise Price. Each put and call option expires if not exercised within 60 days following the fourth anniversary of the Shareholders Agreement.

“Option Exercise Price” means the average EBITDA of DFSL for the two fiscal years immediately preceding exercise, multiplied by 6.8, multiplied by the percentage of shares purchased. EBITDA for this purpose excludes management fees, administrative charges and other costs imposed by the Company or its affiliates that are not directly related to DFSL. The Company estimated the fair value of the above option to be immaterial.

Credit Line

Mandragola also agreed to provide to the Company a credit line in an amount and on terms to be mutually agreed upon, to be utilized for the development and expansion of the business of DFSL and the payment of DFSL’s third-party debts. See below.

The acquisition has been accounted for as a business combination under ASC 805, Business Combinations. The Company determined that DFSL constitutes a business as defined under ASC 805 as the acquired set includes inputs, processes, and the ability to generate outputs.

The Company, with the assistance of a third-party specialist, calculated the total consideration at $10,226. The fair value of the share issued was determined at $2,427 based on the share price of Company’s common stock as of the date of the closing. The fair value of the promissory notes issued was determined at $3,271.

The fair value of the Pre-Funded Warrant was calculated using the Black Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

	April 13, 2026
Expected volatility (%)		53	%
Risk-free interest rate (%)		3.87	%
Expected dividend yield		0.0	%
Expected term (years)		5
Conversion price (U.S. dollars)		0.0001
Underlying share price (U.S. dollars)		2.63
Fair value (U.S. dollars in thousands)		2,427

The fair value of the Common Warrant was calculated using the Black Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

	April 13, 2026
Expected volatility (%)		53	%
Risk-free interest rate (%)		3.87	%
Expected dividend yield		0.0	%
Expected term (years)		5
Conversion price (U.S. dollars)		12
Underlying share price (U.S. dollars)		2.63
Fair value (U.S. dollars in thousands)		1,351

The Company evaluated the Pre-Funded Warrant and the Common Warrant under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The Company concluded that, except for the stockholder approval condition, both instruments meet the criteria for equity classification. The Common Warrant and a portion of the Pre-Funded Warrant are subject to stockholder approval at the general meeting scheduled for August 25, 2026. As such approval had not been obtained as of the reporting date, the Company classified the affected warrants as liabilities until the required stockholder approval is obtained.

The table below summarizes the fair value of assets acquired and liabilities assumed following the adjustments mentioned above as of the acquisition date:

	April 13, 2026
	U.S. Dollars (in thousands)
Working capital		(769	)
Long terms assets		75
Goodwill and intangible assets		17,999
Non-controlling interest		(6,818	)
Long term liabilities		(261	)
Net assets acquired		10,226

As of June 30, 2026, the purchase price allocation is preliminary and subject to change upon completion of the valuation of the identifiable assets acquired, liabilities assumed and non-controlling interest.

On April 10, 2026, the Company entered into and simultaneously closed a definitive Stock Purchase Agreement (the “SPA”) with Water IO Ltd. (“Water IO”), a publicly traded Israeli company listed on the Tel Aviv Stock Exchange, pursuant to which the Company acquired 100% of the issued and outstanding share capital of Zorro Net Ltd. (“ZorroNet”), an Israeli artificial intelligence defense technology company.

ZorroNet develops and deploys proprietary AI-powered computer vision and autonomous surveillance systems for defense, homeland security and critical infrastructure protection. Its smart software platform performs real-time autonomous threat detection, object recognition, perimeter intrusion identification and automated event-triggered response, with native integration into unmanned aerial systems (UAS/drones), alarm networks and command-and-control (C2) systems. ZorroNet’s technology is operationally deployed at Israel Defense Forces (IDF) bases, military security operations centers and critical national infrastructure sites, with active engagements with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top Israel’s preeminent defense prime contractors.

As consideration, the Company issued to Water IO: (i) 1,300,000 shares of common stock; and (ii) a non-convertible promissory note in the amount of $1,250,000, bearing interest at the short-term applicable federal rate, payable July 7, 2026. The note is non-convertible and will not result in any additional dilution to existing stockholders.

The Company also assumed certain obligations to ZorroNet’s founders, including a performance-based earnout payable by March 31, 2027 equal to the greater of 125% of ZorroNet’s 2026 consolidated revenue or 8x 2026 consolidated EBITDA, and a commitment to retain key ZorroNet personnel for three years on no less favorable terms.

The Company has agreed to file a registration statement with the SEC within 45 days of closing covering the resale of the shares issued to Water IO, which registration statement was filed and declared effective by the SEC on July 13, 2026.

The acquisition has been accounted for as a business combination under ASC 805, Business Combinations. The Company determined that ZorroNet constitutes a business as defined under ASC 805 as the acquired set includes inputs, processes, and the ability to generate outputs.

The Company, with the assistance of a third-party specialist, calculated the total consideration at $6,695. The fair value of the share issued was determined at $3,757 based on the share price of Company’s common stock as of the date of the closing. The fair value of the promissory notes issued was determined at $1,243. The performance-based earnout payable was calculated by the third party at $1,695.

The table below summarizes the fair value of assets acquired and liabilities assumed following the adjustments mentioned above as of the acquisition date:

	April 10, 2026
	U.S. Dollars (in thousands)
Working capital		(555	)
Long terms assets		39
Goodwill and intangible assets		7,423
Long term liabilities		(212	)
Net assets acquired		6,695

On May 13, 2026, and as detailed in note 7(1) above, the Company entered into a revolving line of credit agreement with Mandragola, pursuant to which Mandragola agreed to make available to the Company and certain of its operating subsidiaries a revolving credit facility of up to $2.0 million (the “Credit Facility”). Amounts borrowed under the Credit Facility bear simple interest at an annual rate of 12% and may be prepaid without penalty. Each advance is evidenced by a convertible promissory note. The promissory notes are convertible, at the election of the holder, into a variable number of shares of the Company’s common stock at a conversion price equal to the closing price of the Company’s common stock on the trading day immediately preceding the applicable conversion notice, subject to applicable exchange limitations and stockholder approval requirements.

Certain amounts previously advanced by Mandragola in connection with the Company’s acquisitions of DFSL and Zorronet were treated as advances under the Credit Facility. As of June 30, 2026, no principal amount was outstanding under the Credit Facility and the undrawn availability was $2,000. The Company did not recognize a liability for the undrawn portion of the Credit Facility.

As additional consideration for making the Credit Facility available, on May 13, 2026, the Company issued Mandragola a five-year warrant to purchase up to 2,000,000 shares of the Company’s common stock at an initial exercise price of $12.00 per share, subject to customary adjustments (the “Warrant”). The Warrant may be exercised for cash only when the trading price of the Company’s common stock exceeds the applicable exercise price. The holder may also elect, at any time, to exercise the Warrant on a cashless basis and receive a variable number of shares determined pursuant to a contractual formula based on a prescribed Black-Scholes value divided by the market price of the Company’s common stock. The contractual Black-Scholes value uses, among other inputs, expected volatility of 175% and a deemed remaining term of five years, irrespective of the actual remaining contractual term.

The Warrant also provides that, upon certain fundamental transactions, the holder may require the Company or a successor entity to purchase the Warrant for cash in an amount determined pursuant to a contractual Black-Scholes formula. The Warrant is subject to a 4.99% beneficial ownership limitation, and the shares issuable upon exercise are subject to applicable NYSE American stockholder approval requirements.

The exercise of the Warrant is subject to stockholder approval and a meeting of stockholders requesting such approval has been scheduled for August 25, 2026. As such approval had not been obtained as of June 30, 2026, these warrants are not deemed to be legally in effect until (and subject to) such stockholder approval is in fact obtained. Therefore, the Company concluded that the accounting impact associated with the Warrant will be recognized upon receipt of the required stockholder approval.

Framework Supply Agreement with Israel Railways

On April 15, 2026, Zorronet, entered into a framework supply agreement (the “Agreement”) with Israel Railways Ltd. (“Israel Railways”), the state-owned principal railway company responsible for all inter-city, commuter, and freight rail transport in Israel, pursuant to which Zorronet will supply Israel Railways with AI-powered animal detection and deterrence alert stations (the “Alert Stations”), together with related installation, maintenance, and support services, across Israel Railways’ rail facilities and compounds.

The Agreement follows the successful completion of a large-scale pilot program conducted by Zorronet and Israel Railways over the preceding year, in which Israel Railways invested approximately NIS 800,000 (approximately $266,000). The pilot deployed Zorronet’s AI-powered detection and deterrence technology in designated sections of Israel Railways’ rail network and achieved a success rate of approximately 98% in keeping large animals, including wild boar, foxes, and gazelles, off of the railway tracks in the sections in which the technology was deployed, thereby preserving ecological corridors and reducing damage to infrastructure. Following completion of the pilot, Zorronet and Israel Railways entered into a memorandum of understanding confirming the pilot’s success and Israel Railways’ intention to expand deployment of the technology to additional areas. The platform was adapted to Israel Railways’ operational requirements in collaboration with its innovation division.

Under the Agreement, Zorronet will provide the setup, supply, and installation of said alert stations c and ongoing maintenance services for the alert stations and the system management platform, including software and hardware updates, repairs, and service calls.

The initial term of the Agreement is twelve (12) months from execution, with Israel Railways holding the sole option to extend the Agreement for an additional twelve (12) months. Israel Railways may terminate the Agreement for any reason upon thirty (30) days’ prior written notice.

The Agreement provides for per-station pricing based on a pricing schedule attached to the Agreement. In the initial phase, the Company expects the Agreement to cover the maintenance and upgrade of fifteen (15) existing Alert Stations previously installed by Zorronet at Israel Railways facilities, with additional new stations that may be ordered at Israel Railways’ sole discretion thereafter. Israel Railways is not obligated to order any minimum quantity beyond the existing stations and will place purchase orders in accordance with its operational needs and sole discretion. Payment is due within forty-five (45) days of invoice submission, subject to Israel Railways’ approval.

The Agreement includes comprehensive confidentiality provisions, insurance requirements (including third-party liability, employer liability, and professional liability) and cybersecurity and data protection obligations, among other standard provisions. Under the Agreement, Zorronet is required to continue performing its obligations during emergency situations (including war, home front emergencies, and mass casualty events) at no additional charge; failure to do so constitutes a material breach.

In addition, Israel Railways has an option from November 2023 to complete an equity investment in Zorronet of up to One Million United States Dollars ($1,000,000) for 20% of Zorronet, which, if exercised in full, would represent an approximate twenty percent (20%) interest in Zorronet on a post-investment basis (the “Investment Option”). By its terms, the exercise of the Investment Option is subject to the success of the said pilot. As of the date of this report, Israel Railways has not exercised the Investment Option.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Transaction During the Period (Tables)

6 Months Ended

Jun. 30, 2026

Transaction During the Period [Abstract]

Schedule of Fair Value of Warrant Option

The fair value of the Pre-Funded Warrant was calculated using the Black Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

	April 13, 2026
Expected volatility (%)		53	%
Risk-free interest rate (%)		3.87	%
Expected dividend yield		0.0	%
Expected term (years)		5
Conversion price (U.S. dollars)		0.0001
Underlying share price (U.S. dollars)		2.63
Fair value (U.S. dollars in thousands)		2,427

The fair value of the Common Warrant was calculated using the Black Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

	April 13, 2026
Expected volatility (%)		53	%
Risk-free interest rate (%)		3.87	%
Expected dividend yield		0.0	%
Expected term (years)		5
Conversion price (U.S. dollars)		12
Underlying share price (U.S. dollars)		2.63
Fair value (U.S. dollars in thousands)		1,351

Schedule of Fair Value of Assets Acquired and Liabilities

The table below summarizes the fair value of assets acquired and liabilities assumed following the adjustments mentioned above as of the acquisition date:

	April 13, 2026
	U.S. Dollars (in thousands)
Working capital		(769	)
Long terms assets		75
Goodwill and intangible assets		17,999
Non-controlling interest		(6,818	)
Long term liabilities		(261	)
Net assets acquired		10,226

The table below summarizes the fair value of assets acquired and liabilities assumed following the adjustments mentioned above as of the acquisition date:

	April 10, 2026
	U.S. Dollars (in thousands)
Working capital		(555	)
Long terms assets		39
Goodwill and intangible assets		7,423
Long term liabilities		(212	)
Net assets acquired		6,695

Fair Value Measurements (Details) $ in Thousands	6 Months Ended
Fair Value Measurements (Details) $ in Thousands	Jun. 30, 2026 USD ($)
Fair Value Measurements [Abstract]
Loss of transaction amount	$ 3,340

Stockholders' Equity - Schedule of Options Granted to Purchase the Company’s Common Stock Under the Company’s Share Option Plans (Details) - Share Option [Member]	6 Months Ended
	Jun. 30, 2026 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	150,387
Weighted Average Exercise Price, Outstanding at the beginning of period \| $ / shares	$ 51.94
Aggregate Intrinsic Value, Outstanding at the beginning of period \| $
Number of Options, Granted \| shares
Weighted Average Exercise Price, Granted \| $ / shares
Number of Options, Forfeited \| shares	148,675
Weighted Average Exercise Price, Forfeited \| $ / shares	$ 36.68
Number of Options, Expired \| shares	1,712
Weighted Average Exercise Price, Expired \| $ / shares	$ 32.53
Number of Options, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Number of Options, Outstanding at the end of period \| shares
Weighted Average Exercise Price, Outstanding at the end of period \| $ / shares
Aggregate Intrinsic Value, Outstanding at the end of period \| $
Number of Options, Exercisable at end of period \| shares
Weighted Average Exercise Price,Exercisable at end of period \| $ / shares
Number of Options, Weighted average remaining contractual life – years

Other Account Payables - Schedule of Other Account Payables (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Other Account Payables [Abstract]
Employees and related institutions	$ 556	$ 475
Government institutions	471	628
Accrued expenses	100	720
Total	$ 1,127	$ 1,823

Transaction During the Period - Schedule of Fair Value of Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Apr. 13, 2026	Apr. 10, 2026	Dec. 31, 2025
Transaction During the Period [Abstract]
Working capital		$ (769)	$ (555)
Long terms assets		75	39
Goodwill and intangible assets		17,999	7,423
Non-controlling interest		(6,818)
Long term liabilities	$ (2,169)	(261)	(212)	$ (706)
Net assets acquired		$ 10,226	$ 6,695

Deconsolidation of Biomx Ltd - Schedule of Carrying Amounts of Assets and Liabilities (Details) $ in Thousands	Feb. 04, 2026 USD ($)
Schedule of Carrying Amounts of Assets and Liabilities [Abstract]
Cash and cash equivalents	$ 996
Other current assets	1,252
Fixed assets	157
Total assets	2,405
Current liabilities	4,265
Stockholders’ Equity (capital deficiency)	(1,860)
Total liabilities and capital deficiency	$ 2,405

- Definition

Amount classified as assets attributable to disposal group held for sale or disposed of.

+ References + Details

- Definition

Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

+ References + Details

Deconsolidation of Biomx Ltd (Details) $ in Thousands	6 Months Ended
Deconsolidation of Biomx Ltd (Details) $ in Thousands	Jun. 30, 2026 USD ($)
Deconsolidation of Biomx Ltd [Abstract]
Net gain from discontinued operations	$ 1,860

- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2026

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 3 – FAIR VALUE MEASUREMENTS

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 three and six months ended June 30, 2026 or the year ended December 31, 2025.

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Cash equivalents:
Money market funds		13		-		-		13
Total assets		13		-		-		13

	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Cash equivalents:
Money market funds		3,084		-		-		3,084
Total assets		3,084		-		-		3,084

The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
	US$
Liabilities:
Warrant liability issued as consideration for subsidiary acquisition						2,082		2,082
Warrants		-		-		87		87
Total liabilities		-		-		2,169		2,169

	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
	US$
Liabilities:
Warrants		-		-		706		706
Total liabilities		-		-		706		706

The Company determined the fair value of the embedded conversion derivative using the Binomial Option Pricing Model, a Level 3 measurement, within the fair value hierarchy (see Note 8A).

The following table presents the changes in fair value of the level 3 liabilities for the period of six month ended June 30, 2026 and 2025:

	Six months ended			Six months ended
	June 30, 2026			June 30, 2025
Liability:
Beginning balance		706			2,287
Issuance of Common Warrants (*)		8,422			4,531
Repricing of warrants under the Inducement Letter Agreements (**)		-			3,300
Exercise of warrants into common stock		(13,485	)		(1	)
Change in terms of warrant liability		(1,218	)		-
Change in fair value		7,744			(5,712	)
Ending balance		2,169			4,405

(*)

Including $3,340 of loss upon entering the transaction.

(**)

Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss.

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.

	Six months ended		Six months ended
	June 30, 2026		June 30, 2025

Underlying value of Common Stock ($)		0.35 – 4.98		0.45
Exercise price ($)		1 - 43.91		0.93-2.31
Expected volatility (%)		53-163.3		114-122.4
Expected terms (years)		0.02-4.79		1-4.8
Risk-free interest rate (%)		3.7-4.2		3.8-3.9

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Fair Value Measurements - Schedule of Fair Value of Level 3 Liabilities (Details) - Level 3 [Member] - USD ($)
$ in Thousands

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Schedule of Fair Value of Level 3 Liabilities [Line Items]

Beginning balance

$ 706

$ 2,287

Issuance of Common Warrants

^[1]

8,422

4,531

Repricing of warrants under the Inducement Letter Agreements

^[2]

3,300

Exercise of warrants into common stock

(13,485)

(1)

Change in terms of warrant liability

(1,218)

Change in fair value

7,744

(5,712)

Ending balance

$ 2,169

$ 4,405

[1]	Including $3,340 of loss upon entering the transaction.
[2]	Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss.

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands												3 Months Ended	6 Months Ended
	May 31, 2026	May 28, 2026	May 27, 2026	May 21, 2026	Mar. 19, 2026	Mar. 17, 2026	Mar. 17, 2026	Mar. 13, 2026	Jan. 13, 2026	Dec. 26, 2025	Oct. 29, 2019	Mar. 31, 2026	Jun. 30, 2026	Jun. 30, 2025	May 13, 2026	Mar. 11, 2026	Dec. 31, 2025	Dec. 31, 2024	Mar. 15, 2024	Dec. 07, 2023	Nov. 30, 2017
Stockholders' Equity [Line Items]
Preferred stock, shares authorized													1,000,000				1,000,000
Preferred stock, par value (in Dollars per share)													$ 0.0001				$ 0.0001
Preferred stock, shares issued													51,598				147,512
Common stock, par value (in Dollars per share)													$ 0.0001				$ 0.0001
Purchase of warrants (in Dollars)													$ 87				$ 706
Aggregate gross proceeds (in Dollars)										$ 3,000
Received gross proceeds													$ 2,622
Preferred stock at a rate													24.00%
Number of trading days													5 days
Stock converted						3,300	3,300									3,300
Aggregate gross proceeds (in Dollars)														996
Percentage of volatility rate													113.00%
Percentage of maximum of volatility rate													166.00%
Percentage of risk free rate													4.00%
Percentage of risk free rate minimum													4.00%
Derivative at issuance (in Dollars)													$ 1,886
Remaining amount of promissory note				$ 300
Common shares issued													8				$ 7
Common shares for net of issuance costs														$ 6,473
Prepaid transaction expenses and placement agent fee													$ 39
Promissory Note [Member]
Stockholders' Equity [Line Items]
Principal amount (in Dollars)				3,000
Series Y Preferred Stock [Member]
Stockholders' Equity [Line Items]
Received gross proceeds								$ 3,000
Preferred stock at a rate													15.00%
Issuance of common stock						1,650,000
Pre-funded warrants													1,650,000
Warrant [Member]
Stockholders' Equity [Line Items]
Exercise price per share (in Dollars per share)					$ 1								$ 2		$ 12
Warrants issued																					298
Warrant liability (in Dollars)													$ 1,219
Gross proceeds (in Dollars)				$ 3,300
January 2026 private placement agent warrants [Member]
Stockholders' Equity [Line Items]
Ownership limitations													19.99%
Common Stock [Member]
Stockholders' Equity [Line Items]
Preferred stock, shares issued																	1,174	574,484
Series convertible preferred stock
Converted shares							1,650,000					1,650,000
Common stock, par value (in Dollars per share)										$ 0.0001
Initial conversion price (in Dollars per share)													$ 2
Issuance of common stock					3,300,000								793,005
Warrants issued													150,458
Percentage of shares issued and outstanding											65.00%
Common shares issued																				$ 9,145,000
Common shares for net of issuance costs													$ 291
Prepaid transaction expenses and placement agent fee													$ 39
Percentage of cash compensation on gross sales price of common stock													3.00%
Common Stock [Member] \| Series Y Preferred Stock [Member]
Stockholders' Equity [Line Items]
Convertible into shares of common stock (in Dollars)													$ 1,000
Common Stock [Member] \| Warrant [Member]
Stockholders' Equity [Line Items]
Purchase of warrants (in Dollars)										$ 3,300
Common Stock [Member] \| Series X Conversion and A&R Warrant Exercise [Member]
Stockholders' Equity [Line Items]
Converted shares		504,812
Common stock, par value (in Dollars per share)			$ 0.0019
Aggregate gross proceeds (in Dollars)			$ 252
Stock converted		637,296
Purchase of aggregate shares			132,484
HC Wainwright & Co [Member] \| Warrant [Member]
Stockholders' Equity [Line Items]
Warrants issued													99,000
Exercise price, granted (in Dollars per share)													$ 2.5
Securities Purchase Agreement [Member] \| Common Stock [Member]
Stockholders' Equity [Line Items]
Issuance of common stock													3,300,000
Percentage of shares issued and outstanding													200.00%
Maximum [Member]
Stockholders' Equity [Line Items]
Reduce exercise price of the warrant (in Dollars per share)								$ 2
Maturity time													1 year
Minimum [Member]
Stockholders' Equity [Line Items]
Reduce exercise price of the warrant (in Dollars per share)								$ 1
Maturity time													10 months
Redeemable Convertible Preferred Shares [Member]
Stockholders' Equity [Line Items]
Preferred stock, par value (in Dollars per share)																			$ 0.0001
Preferred stock, shares issued																			216,417
Redeemable Convertible Preferred Shares [Member] \| Preferred Stock [Member]
Stockholders' Equity [Line Items]
Preferred stock, shares issued																	223	109,152	40,470
Series Y Convertible Preferred Stock [Member]
Stockholders' Equity [Line Items]
Preferred stock, shares authorized										3,300
Preferred stock, par value (in Dollars per share)										$ 0.0001
Preferred stock, shares issued													3,300
Investors gross proceeds (in Dollars)									$ 3,000
Fair value (in Dollars)													$ 7,818
Series Y Preferred Stock [Member]
Stockholders' Equity [Line Items]
Series convertible preferred stock							3,300
Preferred stock at a rate													15.00%
Series Y Preferred Stock [Member] \| Common Stock [Member]
Stockholders' Equity [Line Items]
Converted shares										1,650,000
Aggregate gross proceeds (in Dollars)					$ 3,300
Series X Preferred Stock [Member]
Stockholders' Equity [Line Items]
Series convertible preferred stock	95,914
Converted shares	504,812
Series X Preferred Stock [Member] \| Series X Conversion and A&R Warrant Exercise [Member]
Stockholders' Equity [Line Items]
Converted shares		95,914

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

3 Months Ended

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Numerator:

Net loss

$ 3,846

$ 6,037

^[1]

$ 22,986

$ 13,696

^[1]

Preferred dividends on Series Y Convertible Preferred Stock (in Dollars)

^[1]

Numerator (in Dollars)

$ 3,846

$ 6,037

^[1]

$ 23,071

$ 13,696

^[1]

Denominator:

Number of shares of common stock outstanding

10,066,860

1,326,452

^[1]

6,233,522

1,211,041

^[1]

Number of shares upon pre-funded warrants and A&R Warrants exercise

246,216

321,342

^[1]

246,216

223,155

^[1]

Number of shares upon Fully vested Warrants exercise

^[1]

Total weighted-average number of shares of common stock, shares upon pre-funded warrants, A&R Warrants and Fully vested Warrants exercise used in computing basic and diluted loss per share

10,313,076

1,647,810

^[1]

6,479,738

1,434,212

^[1]

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

$ 0.37

$ 3.66

^[2]

$ 3.56

$ 9.55

^[2]

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

$ 0.37

$ 3.66

^[2]

$ 3.56

$ 9.55

^[2]

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 8A.
[2]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 8A.

General (Details) - USD ($) $ in Thousands				6 Months Ended
General (Details) - USD ($) $ in Thousands	Mar. 19, 2026	Nov. 13, 2025	Oct. 29, 2019	Jun. 30, 2026	Apr. 30, 2026	Dec. 31, 2025
General [Line Items]
Accumulated deficit				$ 239,808		$ 216,896
Date of incorporation				Nov. 01, 2017
ZorroNet [Member]
General [Line Items]
Percentage of acquisitions					60.00%
Common Stock [Member]
General [Line Items]
Number of shares received	3,300,000			793,005
Percentage of shares issued and outstanding			65.00%
Reverse stock split		1-for-19
Common Stock [Member] \| BiomX Israel [Member]
General [Line Items]
Number of shares received			79,311

Deconsolidation of Biomx Ltd (Tables)

6 Months Ended

Jun. 30, 2026

Deconsolidation of Biomx Ltd [Abstract]

Schedule of Carrying Amounts of Assets and Liabilities

The carrying amounts of the assets and liabilities of BiomX Israel derecognized upon deconsolidation were as follows:

	As of
	February 4,
	2026

Cash and cash equivalents		996
Other current assets		1,252
Fixed assets		157
Total assets		2,405

Current liabilities		4,265
Stockholders’ Equity (capital deficiency)		(1,860	)
Total liabilities and capital deficiency		2,405

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3A

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 102
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483474/205-20-55-102

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483475/205-20-45-11

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 103
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+ Details

Transaction During the Period - Schedule of Fair Value of Warrant Option (Details)	Apr. 13, 2026
Pre-Funded Warrants [Member] \| Expected volatility (%) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.53
Pre-Funded Warrants [Member] \| Risk-free interest rate (%) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0387
Pre-Funded Warrants [Member] \| Expected dividend yield [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Pre-Funded Warrants [Member] \| Expected term (years) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	5
Pre-Funded Warrants [Member] \| Conversion price (U.S. dollars) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0001
Pre-Funded Warrants [Member] \| Underlying share price (U.S. dollars) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.63
Pre-Funded Warrants [Member] \| Fair value (U.S. dollars in thousands) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	2,427
Common Warrant [Member] \| Expected volatility (%) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.53
Common Warrant [Member] \| Risk-free interest rate (%) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0387
Common Warrant [Member] \| Expected dividend yield [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Common Warrant [Member] \| Expected term (years) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	5
Common Warrant [Member] \| Conversion price (U.S. dollars) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	12
Common Warrant [Member] \| Underlying share price (U.S. dollars) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.63
Common Warrant [Member] \| Fair value (U.S. dollars in thousands) [Member]
Schedule of Fair Value of Warrant Option [Line Items]
Warrants and Rights Outstanding, Measurement Input	1,351

Segment Reporting - Schedule of Revenues From External Customers and Long Lived Assets (Details) - Operating Segment [Member] - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Schedule of Revenues From External Customers and Long Lived Assets [Line Items]
Total	$ 101	$ 157
Israel [Member]
Schedule of Revenues From External Customers and Long Lived Assets [Line Items]
Total	99	157
United States [Member]
Schedule of Revenues From External Customers and Long Lived Assets [Line Items]
Total	$ 2	$ 0

Segment Reporting

6 Months Ended

Jun. 30, 2026

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 10 – SEGMENT REPORTING

Information about reported segment profit or loss and assets

The Company operates as a single operating segment. 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 the Company’s CODM, include salaries and clinical trials expenses and presented below.

	Three months ended				Six months ended
	June 30				June 30
	2026		2025		2026		2025

Revenues from defense business		332		-		332		-
Cost of revenues		235		-		235		-
Gross profit		97		-		97		-

Operating expenses:
Salaries and related expenses, other than share-based compensation		429		1,932		2,202		3,909
Clinical trials		-		3,424		95		7,049
Stock based compensation		3,988		696		2,060		1,355
Depreciation expenses		4		292		4		528
Insurance		623		-		1,466		-
Other segment items (*)		370		1,089		883		2,348
Total Operating loss		5,414		7,433		6,710		15,189

(*)

Other segment items include all remaining costs necessary to operate the Company’s business, which primarily include external professional services, rent 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 June 30, 2026		As of December 31, 2025

Israel		99		157
United States		2		-
Total		101		157

- Definition

The entire disclosure for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders' Equity - Schedule of Stock-Based Payment Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Schedule of Stock-Based Payment Expenses [Line Items]
Stock-based payment expenses	$ 3,988	$ 696	$ 2,060	$ 1,355
Research and development expenses, net [Member]
Schedule of Stock-Based Payment Expenses [Line Items]
Stock-based payment expenses		279	(647)	467
General and administrative [Member]
Schedule of Stock-Based Payment Expenses [Line Items]
Stock-based payment expenses	$ 3,988	$ 417	$ 2,707	$ 888

Basic and Diluted Loss Per Share

6 Months Ended

Jun. 30, 2026

Basic and Diluted Loss Per Share [Abstract]

BASIC AND DILUTED LOSS PER SHARE

NOTE 9 – BASIC AND DILUTED LOSS PER SHARE

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, fully vested pre-funded warrants for the Company’s Common Stock at an exercise price of $0.01 per share and $0.0001 per share and A&R Warrants at an exercise price of $0.0001 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 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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025(*)		2026		2025(*)
Basic and diluted loss per share of common stock
Numerator:
Net loss		3,846		6,037		22,986		13,696
Preferred dividends on Series Y Convertible Preferred Stock		-		-		85		-
Numerator		3,846		6,037		23,071		13,696
Denominator:
Number of shares of common stock outstanding		10,066,860		1,326,452		6,233,522		1,211,041
Number of shares upon pre-funded warrants and A&R Warrants exercise		246,216		321,342		246,216		223,155
Number of shares upon Fully vested Warrants exercise		-		16		-		16
Total weighted-average number of shares of common stock, shares upon pre-funded warrants, A&R Warrants and Fully vested Warrants exercise used in computing basic and diluted loss per share		10,313,076		1,647,810		6,479,738		1,434,212
Basic and diluted loss per share of common stock		0.37		3.66		3.56		9.55

The calculation of diluted loss per share for the three and six months ended June 30, 2026 and June 30, 2025, does not include the shares underlying the following financial instruments because their effect would be anti-dilutive:

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Options		-		158,072		-		158,072
Warrants		959,704		959,704		959,704		959,704
Contingent shares		10,526		10,526		10,526		10,526
Redeemable Convertible Preferred Shares		776,383		777,553		776,383		777,553

(*)

All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 8A.

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2026	Aug. 18, 2026
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2026
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q2
City Area Code	972
Local Phone Number	52 437 4900
Entity Registrant Name	BiomX Inc.
Entity Central Index Key	0001739174
Entity File Number	001-38762
Entity Tax Identification Number	82-3364020
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Address, Address Line One	850 New Burton Road
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19904
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	PHGE
Security Exchange Name	NYSEAMER
Entity Common Stock, Shares Outstanding		26,723,870

Segment Reporting - Schedule of Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Schedule of Consolidated Statements of Operations [Line Items]

Cost of revenues

$ 235

Gross profit

Revenues from defense business

332

Other Operating Segment [Member]

Schedule of Consolidated Statements of Operations [Line Items]

Cost of revenues

235

Gross profit

Revenues from defense business

332

Operating expenses:

429

1,932

2,202

3,909

Clinical trials

3,424

7,049

Stock based compensation

3,988

696

2,060

1,355

Depreciation expenses

292

528

Insurance

623

1,466

Other segment items

^[1]

370

1,089

883

2,348

Total Operating loss

$ 5,414

$ 7,433

$ 6,710

$ 15,189

[1]	Other segment items include all remaining costs necessary to operate the Company’s business, which primarily include external professional services, rent and other administrative expenses, and are presented net of grants received

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands				1 Months Ended
	Aug. 05, 2026	Jul. 27, 2026	Jul. 10, 2026	Aug. 31, 2026	Jul. 31, 2026
Subsequent Events [Line Items]
Percentage of purchase	10.00%		19.99%
Percentage of issued and outstanding	10.00%		19.99%
Principal amount (in Dollars)		$ 250,000	$ 379
Issuance of shares (in Shares)		267,956
Transaction costs				$ 2,418	$ 2,418
Shares issued and sold				8,902,611	8,902,611
Cancelled shares of common stock			1,013,637
Restricted shares of common stock	1,300,000	800,000
Accrued interest		$ 80
Purchase of shares	324,573
Mayers payment	$ 50
Percentage of issued share capital	78.90%

Other Account Payables (Tables)

6 Months Ended

Jun. 30, 2026

Other Account Payables [Abstract]

Schedule of Other Account Payables

	June 30,		December 31,
	2026		2025

Employees and related institutions		556		475
Government institutions		471		628
Accrued expenses		100		720
		1,127		1,823

Stockholders' Equity - Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders (Details)

6 Months Ended

Jun. 30, 2026

$ / shares

Common Stock Issued to Stockholders [Member]

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

Number of Shares of Common Stock Underlying Warrants | shares

1,021,978

Common Stock [Member]

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

Number of Shares of Common Stock Underlying Warrants | shares

150,458

2021 Registered Direct Offering Warrants [Member] | Common Stock Issued to Stockholders [Member]

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

Issuance Date

Jul. 28, 2021

Expiration Date

Jan. 28, 2027

Exercise Price Per Share | $ / shares

$ 950

Number of Shares of Common Stock Underlying Warrants | shares

14,808

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

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

Issuance Date

Mar. 15, 2024

Expiration Date

Jan. 28, 2027

Exercise Price Per Share | $ / shares

$ 950

Number of Shares of Common Stock Underlying Warrants | shares

11,404

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

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

Issuance Date

Mar. 15, 2024

Expiration Date

Jul. 09, 2026

Exercise Price Per Share | $ / shares

$ 43.91

Number of Shares of Common Stock Underlying Warrants | shares

203,444

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

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

Issuance Date

Feb. 25, 2025

Expiration Date

Apr. 21, 2030

Exercise Price Per Share | $ / shares

$ 0.0019

Number of Shares of Common Stock Underlying Warrants | shares

42,381

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

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

Issuance Date

Feb. 25, 2025

Expiration Date

Apr. 21, 2030

Exercise Price Per Share | $ / shares

$ 0.0019

Number of Shares of Common Stock Underlying Warrants | shares

46,232

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

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

Issuance Date

Feb. 25, 2025

Expiration Date

Apr. 21, 2030

Exercise Price Per Share | $ / shares

$ 17.68

Number of Shares of Common Stock Underlying Warrants | shares

312,503

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

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

Issuance Date

Feb. 25, 2025

Expiration Date

Apr. 21, 2030

Exercise Price Per Share | $ / shares

$ 17.68

Number of Shares of Common Stock Underlying Warrants | shares

366,087

A&R Warrants [Member]

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

Exercise Price Per Share | $ / shares

$ 0.0001

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

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

Issuance Date

Feb. 25, 2025

Expiration Date

Apr. 21, 2030

Exercise Price Per Share | $ / shares

$ 0.0019

Number of Shares of Common Stock Underlying Warrants | shares

25,119

A&R Warrants [Member] | Common Stock [Member]

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

Exercise Price Per Share | $ / shares

$ 0.01

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

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

Issuance Date

Nov. 27, 2017

^[1]

Expiration Date

^[1]

Exercise Price Per Share | $ / shares

^[1]

Number of Shares of Common Stock Underlying Warrants | shares

^[1]

Landlord Warrants [Member] | Common Stock [Member]

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

Issuance Date

Mar. 15, 2024

Expiration Date

Jan. 28, 2027

Exercise Price Per Share | $ / shares

$ 950

Number of Shares of Common Stock Underlying Warrants | shares

1,316

Agents Warrants [Member] | Common Stock [Member]

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

Issuance Date

Mar. 15, 2024

Expiration Date

Jul. 09, 2026

Exercise Price Per Share | $ / shares

$ 43.91

Number of Shares of Common Stock Underlying Warrants | shares

50,126

January 2026 private placement agent warrants [Member] | Common Stock [Member]

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

Issuance Date

Jan. 13, 2026

Expiration Date

Jan. 12, 2031

Exercise Price Per Share | $ / shares

$ 2.5

Number of Shares of Common Stock Underlying Warrants | shares

99,000

[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.

Basic and Diluted Loss Per Share (Details) - A&R Warrants [Member]	Jun. 30, 2026 $ / shares
Basic and Diluted Loss Per Share [Line Items]
Exercise price per share	$ 0.0001
Common Stock [Member]
Basic and Diluted Loss Per Share [Line Items]
Exercise price per share	$ 0.01

Summary of Significant Accounting Policies and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2026
Summary of Significant Accounting Policies and Basis of Presentation [Abstract]
Unaudited Condensed Financial Statements	Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2026. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2025. Except for the accounting policies described in Note 2, the significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates ZorroNet and DFSL from April 10, 2026 and April 13, 2026, respectively, the date on which it obtained control. The portion of DFSL’s equity and results of operations not attributable to the Company is presented as noncontrolling interests. Intercompany balances and transactions have been eliminated upon consolidation.
Functional currency	Functional currency A majority of the revenues of the Company are generated in U.S. dollars. In addition, most of the Company’s costs and expenses are denominated and determined in U.S. dollars. Management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operate. Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. The financial statements of ZorroNet and DFSL, for which the functional currency is not the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates for revenues and expenses.
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 financial instruments fair value valuation. 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.
Business Combinations	Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.
Intangible assets	Intangible assets Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives, as noted below. Recoverability of these assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the assets. If the assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. Acquisition-related intangible assets: The Company accounts for ASC 350-20 “Goodwill and Other Intangible Assets” (“ASC 350-20”). ASC 805-10 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the value of identifiable intangible assets. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization.
Accounts receivables	Accounts receivables The Company manages credit risk associated with accounts receivables at the customer level. Pursuant to Topic 326 for our accounts receivables, the Company maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss-rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease our allowance for doubtful accounts.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present. Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up.
Stock purchase warrants	Stock purchase warrants The Company accounts for stock purchase warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815. The assessment considers whether the stock purchase warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the stock purchase warrants meet all of the requirements for equity classification under ASC 815, including whether the stock purchase warrants are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance, modification, and as of each subsequent quarterly period end date while the stock purchase warrants are outstanding. For issued or modified stock purchase warrants that meet all of the criteria for equity classification, the stock purchase warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified stock purchase warrants that do not meet all the criteria for equity classification, the stock purchase warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability classified stock purchase warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. The Company assesses the classification of its common stock purchase warrants at each reporting date to determine whether a change in classification between equity and liability is required. For modified stock purchase warrants that result in a change of classification from equity to liability, a liability is recognized equal to the fair value on the date of modification, additional paid-in capital is adjusted by the fair value of the warrant on the date of issuance.
Revenue recognition	Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised products or services is transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled. The Company derives revenue principally from subscriptions to its artificial intelligence (“AI”)-based command-and-control software platform provided on a software-as-a-service basis (“SaaS”), sales of hardware systems and components, perpetual software licenses, deployment, installation and integration services, and ongoing maintenance, technical support and warranty support services. Arrangements may include bundled solutions or standalone sales of products or services. The Company applies the five-step model under ASC 606 by identifying the contract and the distinct performance obligations, determining and allocating the transaction price, and recognizing revenue as each performance obligation is satisfied. Performance obligations and allocation of transaction price The Company’s contracts may include multiple promises, such as hardware systems, software licenses, SaaS subscriptions, installation and integration services, and ongoing support. At contract inception, the Company assesses whether each promised product or service is distinct. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the promise to transfer it is separately identifiable from the other promises in the contract. For arrangements containing multiple distinct performance obligations, the transaction price is allocated based on the relative stand-alone selling price (“SSP”) of each product or service. SSP is generally based on observable standalone sales. If SSP is not directly observable, the Company estimates it using an expected cost-plus-margin approach or, in limited circumstances, a residual approach. SaaS subscriptions Access to the Company’s software platform, together with technical support and unspecified updates provided during the subscription period, is generally accounted for as a single performance obligation satisfied over time. Revenue is recognized ratably over the committed subscription term, commencing when access to the platform is made available to the customer. Sales of systems, hardware and perpetual software licenses Revenue from hardware systems, components, perpetual software licenses and related products is generally recognized at a point in time when control transfers to the customer. The determination of when control transfers is based on the terms of the arrangement, including delivery, customer acceptance and any remaining performance obligations. Deployment, installation and integration services Deployment, configuration and integration services generally include connecting the Company’s platform or systems to the customer’s existing cameras, sensors, control systems and other infrastructure. These services are generally short-term, and revenue is recognized upon completion and transfer of control. If significant installation or integration services are distinct and the criteria for recognition over time are met, revenue is recognized as the services are performed. Maintenance, technical support and warranty support Revenue from maintenance, technical support and service-type warranty support is recognized over time as the services are performed. For certain service arrangements, the Company applies the practical expedient in ASC 606-10-55-18 because it has a right to invoice an amount that corresponds directly with the value transferred to the customer. Revenue from such arrangements is recognized in the amount to which the Company has a right to invoice. DFSL metro rail technology arrangement In December 2025, DFSL entered into an agreement pursuant to which it transferred certain software assets and patents and granted exclusive global commercialization rights relating to its metro rail technology to its principal customer. The agreement also includes ongoing support and personnel services through July 2026. The Company identified multiple performance obligations and allocated the transaction price based on their relative SSPs. Revenue attributable to the asset transfers and exclusive commercialization rights was recognized at a point in time upon transfer of control. Revenue attributable to the ongoing services is recognized over time as the services are rendered.
Basic and diluted loss per share	Basic and diluted loss per share Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders, after giving effect to preferred dividends and the allocation of earnings to participating securities, by the weighted average number of shares of Common Stock outstanding during the period. Pre-funded warrants and other instruments for which little or no consideration remains to be paid are included in the weighted average number of common shares outstanding from the date the applicable issuance conditions are satisfied. Diluted net loss per share includes potentially dilutive securities using the treasury stock or if-converted method, as applicable, when their effect is dilutive. 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.

Fair Value Measurements - Schedule of Financial Assets that are Measured at Fair Value on Recurring Basis by Level (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Apr. 13, 2026	Apr. 10, 2026	Dec. 31, 2025
Cash equivalents:
Money market funds	$ 13			$ 3,084
Total assets	13			3,084
Liabilities:
Warrant liability issued as consideration for subsidiary acquisition	2,082
Warrants	87			706
Total liabilities	2,169	$ 261	$ 212	706
Fair Value, Recurring [Member] \| Level 1 [Member]
Cash equivalents:
Money market funds	13			3,084
Total assets	13			3,084
Liabilities:
Warrants
Total liabilities
Fair Value, Recurring [Member] \| Level 2 [Member]
Cash equivalents:
Money market funds
Total assets
Liabilities:
Warrants
Total liabilities
Fair Value, Recurring [Member] \| Level 3 [Member]
Cash equivalents:
Money market funds
Total assets
Liabilities:
Warrant liability issued as consideration for subsidiary acquisition	2,082
Warrants	87			706
Total liabilities	$ 2,169			$ 706

Other Account Payables

6 Months Ended

Jun. 30, 2026

Other Account Payables [Abstract]

OTHER ACCOUNT PAYABLES

NOTE 5 – OTHER ACCOUNT PAYABLES

	June 30,		December 31,
	2026		2025

Employees and related institutions		556		475
Government institutions		471		628
Accrued expenses		100		720
		1,127		1,823

Unaudited Condensed Consolidated Interim Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current Assets
Cash and cash equivalents	$ 347	$ 4,360
Restricted cash		595
Short term investments	225
Property and equipment, held for sale		157
Trade receivables	327
Other current assets	1,517	463
Total Current assets	2,416	5,575
Non-current Assets
Property and Equipment, Net	101
Right Of Use asset arising from operating lease and deposits	21
Goodwill & intangible assets	25,422
In-process Research and development (“IPR&D”) asset	208	208
Funds in respect of employee rights upon terminations	18
Total Non-current assets	25,770	208
Total assets	28,186	5,783
Current Liabilities
Short term bank credit	210
Trade account payables	908	3,120
Balance due to Biomx Ltd	1,254
Contingent consideration	1,695
Promissory notes	2,009
Warrant liability issued as consideration for subsidiary acquisition	2,082
Current portion of lease liabilities	8	1,436
Other account payables	1,127	1,823
Total current liabilities	10,180	6,379
Non-current Liabilities
Long term loans, net of current portion	247
Right Of Use liabilities arising from operating lease	13
Severance pay liability	36
Warrants	87	706
Total non-current liabilities	383	706
Total liabilities	10,563	7,085
Stockholders’ equity (deficit)
Preferred Stock, $0.0001 par value; Authorized - 1,000,000 shares as of June 30, 2026 and December 31, 2025. Issued and outstanding – 51,598 as of June 30, 2026 and 147,512 shares as of December 31, 2025.	6,512	18,617
Common stock, $0.0001 par value (“Common Stock”); Authorized - 750,000,000 shares as of June 30, 2026 and December 31, 2025. Issued and outstanding – 12,590,640 and 1,593,703 as of June 30, 2026 and December 31, 2025, respectively.	8	7
Receivables on account of shares	(300)
Additional paid-in capital	244,474	196,970
Accumulated deficit	(239,808)	(216,896)
Foreign currency translation adjustments	(21)
Total Company’s stockholders’ equity (deficit)	10,865	(1,302)
Non-controlling interests	6,758
Total Stockholders’ equity (deficit)	17,623	(1,302)
Total liabilities and Stockholders’ equity (deficiency)	28,186	5,783
Related Party
Current Liabilities
Loans payable - related parties	$ 887

Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Statement [Line Items]

Revenues

$ 332

Cost of revenues

235

Gross profit

Operating expenses:

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

128

5,014

(187)

10,264

General and administrative expenses

5,383

2,419

6,994

4,925

Operating loss

5,414

7,433

6,710

15,189

Other expenses (income)

(141)

Net gain from deconsolidation of subsidiary

(1,860)

Loss (income) from change in derivatives financial instruments measured at fair value

(1,598)

(1,498)

12,458

(2,412)

Interest expenses

211

Interest expense - related parties

Day one loss upon entering transaction

5,226

Finance expense, net

377

830

Net loss before tax

3,846

6,035

22,986

13,693

Tax expenses

Net loss

3,846

6,037

22,986

13,696

Net loss attributable to non-controlling interests

Net loss attributable to the Company’s stockholders

3,772

6,037

22,912

13,696

Net loss

$ 3,846

$ 6,037

^[1]

$ 22,986

$ 13,696

^[1]

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

$ 0.37

$ 3.66

^[2]

$ 3.56

$ 9.55

^[2]

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

$ 0.37

$ 3.66

^[2]

$ 3.56

$ 9.55

^[2]

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

10,313,076

1,647,810

^[2]

6,479,738

1,434,212

^[2]

Comprehensive loss:

Net loss

$ 3,846

$ 6,037

$ 22,986

$ 13,696

Other comprehensive income (loss) - Foreign currency translation adjustments

Comprehensive loss

3,853

6,037

22,993

13,696

Net - loss attributable to non-controlling interests

Other comprehensive income (loss) attributable to non-controlling interests -foreign currency translation adjustments

(14)

Comprehensive loss attributable to the Company’s stockholders

$ 3,913

$ 6,037

$ 23,053

$ 13,696

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 8A.
[2]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 8A.

Stockholders' Equity

6 Months Ended

Jun. 30, 2026

Stockholders' Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

Share Capital

Reverse Stock Split

(i)

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.

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-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.

(ii)

The Company has scheduled a special meeting of the stockholders to be held on August 25, 2026 requesting the Company’s stockholders approve a resolution granting to the Company’s Board of Directors (the “Board”) the authority to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio between 1:5 to 1:20.

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 designations, 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 consideration in the APT acquisition and the March 2024 PIPE, respectively. During the years 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. In May 2026, an aggregate of 95,914 Series X Preferred Shares were converted into 504,812 shares of Common Stock. Upon conversion, the Company reclassified the proportionate carrying amount of the converted Series X Preferred Shares to Common Stock and additional paid-in capital.

On January 13, 2026, the Company issued 3,300 shares of Series Y Convertible Preferred Stock to investors gross proceeds of $3,000. Between March 10 and March 17, 2026 all 3,300 Series Y shares converted in four tranches into 1,650,000 shares of Common Stock (see below).

January 2026 private placement:

On December 26, 2025, the Company entered into a Securities Purchase Agreement (the “2026 Private Placement “) 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 was convertible into shares of Common Stock. The initial conversion price was $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 was 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 are 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 were 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 March 13, 2026, the Company and the Investor entered into an amendment to the Warrant (the “Warrant Amendment”), pursuant to which, the Investor and the Company agreed to (i) amend the term of the Warrant, such that the Warrant will expire on December 31, 2026, (ii) reduce the exercise price of the Warrant from $2.00 to $1.00 per share, and (iii) revise the method of determining the number of shares of Common Stock issuable upon a cashless exercise of the Warrant such that the number of shares of Common Stock issuable upon cashless exercise will be determined by reference, where applicable, to the lowest VWAP on the five (5) trading days immediately preceding the date on which the notice of exercise is submitted to the Company, rather than the VWAP on the day immediately preceding the date on which the notice of exercise is submitted. No proportional adjustment to the number of shares of Common Stock issuable upon exercise of the Warrants was made as a result of the Warrant Amendment. The modification did not change the number of shares underlying the warrant. The Company remeasured the warrant liability immediately before and immediately after the modification and recognized the resulting change in fair value in earnings. The value of the change in terms of warrant liability was calculated by the Company as income of $1,219 and was recorded to unaudited condensed consolidated financial statements of comprehensive loss.

Between March 11, 2026 and March 17, 2026, the Investor converted all 3,300 outstanding shares of Series Y Preferred Stock into 1,650,000 shares of Common Stock in accordance with the certificate of designation governing the Series Y Preferred Stock. Following such conversions, no shares of Series Y Preferred Stock remain outstanding.

On March 19, 2026, the Warrants were exercised in full at the amended exercise price of $1.00 per share, resulting in the issuance of 3,300,000 shares of Common Stock and aggregate gross proceeds to the Company of $3,300. Following such exercise, no Series Y Preferred Stock Warrants remained outstanding. Effective as of May 21, 2026, pursuant to an Assignment and Settlement Agreement between the Company and Mandragola, the Company assigned the $3,300 warrant exercise receivable to Mandragola in consideration for the satisfaction by offset of the principal balance of the $3,000 promissory note issued to Mandragola in connection with the DFSL acquisition (see Note 7). The remaining $300 is owed by Mandragola to the Company and is applied by offset against amounts owed by the Company to Mandragola in accordance with the Assignment and Settlement Agreement. Pursuant to a confirmation letter between the Company and Mandragola effective as of May 13, 2026, pending the stockholder approval described below, amounts due and owing from the Company to Mandragola are treated as ordinary trade accounts payable, payable in cash within 30 days following receipt of an invoice, and no such amount may be settled in shares of common stock prior to receipt of such approval. The promissory note was not cancelled and remains outstanding, and the shares issuable upon conversion thereof are subject to stockholder approval at the meeting of stockholders scheduled for August 25, 2026.

The Company accounts for the investor warrants as liabilities because certain provisions in the warrants, including Fundamental Transaction-related provisions, preclude equity classification under ASC 815-40. Accordingly, the warrants were initially recorded at fair value on the issuance date and are remeasured to fair value at each reporting date, with changes in fair value recognized in earnings.

In March 2026, in connection with the amendment of certain warrant terms, the Company remeasured the fair value of the warrant liabilities immediately before and immediately after the modification and recognized the resulting incremental fair value in unaudited condensed consolidated statements of comprehensive loss. In addition, immediately prior to the exercise of warrants in March 2026, the Company remeasured the related warrant liabilities to fair value and, upon exercise, reclassified the then-current fair value of the exercised warrants to additional paid-in capital.

The Company accounts for the Placement Agent Warrants as equity-classified awards. The Placement Agent Warrants were issued to the placement agent in connection with the January 2026 private placement as compensation for placement agent services. The Company measured the warrants at fair value on the grant date and recorded the corresponding amount in additional paid-in capital in accordance with ASC 718 “Compensation - Stock Compensation”.

The Company accounts for the Series Y Convertible Preferred Stock as temporary equity. The Series Y Preferred Stock contains redemption features, including a contractual maturity date and redemption rights that are not solely within the Company’s control. However, the Company determined that the holder’s conversion feature was substantive at issuance. As a result, the Series Y Preferred Stock is presented outside of permanent equity as temporary equity. The carrying amount is subsequently accreted to the redemption amount, with such accretion recognized as a deemed dividend. The Series Y Preferred Stock bears dividends at 15% per annum.

The Company also determined that the embedded conversion feature bifurcated from the host instrument. The embedded conversion derivative was initially recognized at fair value and is remeasured to fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of comprehensive loss.

The fair value of the embedded conversion derivative was calculated using the Binomial Option Pricing Model. The assumptions used to perform the calculations for the issuance date and exercise date, are volatility of 113% and 166%, risk free rate of 4% and 4%, time to maturity of 1 year and 10 months, respectively.

The fair value of the embedded conversion derivative at issuance date was calculated at $1,886 and was recorded in the condensed consolidated statements of comprehensive loss as Day 1 loss.

In March 2026, immediately prior to the conversion of the Series Y Convertible Preferred Stock into common stock, the Company remeasured the embedded conversion derivative to fair value of $7,818 and changes in fair value were record in the condensed consolidated statements of comprehensive loss. Upon conversion, the carrying amount of the Series Y Convertible Preferred Stock and the fair value of the embedded conversion derivative were reclassified to stockholders’ equity.

The Company allocated the gross proceeds from the January 2026 private placement to the liability-classified investor warrants and to the embedded conversion derivative associated with the Series Y Convertible Preferred Stock, in each case based on their initial fair values, with no proceeds allocated to the Series Y Convertible Preferred Stock.

Issuance costs were recognized immediately in the condensed consolidated statements of comprehensive loss.

May 2026 Series X conversion and A&R warrant exercise

On May 27, 2026, an investor, exercised in full its A&R Warrants to purchase an aggregate of 132,484 shares of Common Stock at an exercise price of $0.0019 per share, resulting in aggregate cash proceeds of approximately $252 dollars. On May 28, 2026, the same investor converted an aggregate of 95,914 Series X Preferred Shares into 504,812 shares of Common Stock. The aggregate issuance resulting from the warrant exercises and preferred-share conversions was 637,296 shares of Common Stock.

Sales Under ATM

On December 7, 2023 the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with a sales agent, which was reactivated on June 16, 2023. In accordance with the terms of the Sales Agreement, the Company may offer and sell up to $9,145,000 of its newly issued common shares from time to time through the sales agent.

The sales agent will not sell common shares unless instructed by the Company and will use commercially reasonable efforts to sell on the Company’s behalf all of the common shares requested to be sold by the Company, subject to the terms of the Sales Agreement.

The sales agent will be entitled to cash compensation equal to 3.0% of the gross sales price of common shares sold under the Sales Agreement.

During the six months ended June 30, 2026, the Company issued and sold 793,005 common shares for $291 net of issuance costs (including utilization of prepaid transaction expenses of $39 and placement agent fee), under the Sales Agreement for the Company’s ATM facility.

Warrants:

As of June 30, 2026, 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

25,119

1,021,978

Stock-based Compensation:

The Company accounted for the Agents Warrants under the scope of ASC 718-10 “Stock-Based Payment”, (“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.

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

	For the Six Months Ended June 30, 2026
	Number of Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at the beginning of period		150,387	$	51.94	$	-
Granted		-		-		-
Forfeited		148,675		36.68		-
Expired		1,712		32.53		-
Exercised		-		-		-
Outstanding at the end of period		-		-	$	-
Exercisable at end of period		-		-
Weighted average remaining contractual life – years as of June 30, 2026		-

Warrants:

As of June 30, 2026, the Company had the following outstanding compensation related warrants to purchase Common Stock:

Warrant

Issuance
Date

Expiration
Date

Exercise Price Per Share

Number of Shares of Common Stock Underlying Warrants

Private Warrants issued to scientific founders*

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

January 2026 private placement agent warrants

January 13, 2026

January 12, 2031

2.50

99,000

150,458

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026			2025

Research and development expenses, net		-		279		(647	)		467
General and administrative		3,988		417		2,707			888
		3,988		696		2,060			1,355

Following the insolvency proceedings of BiomX Israel significantly all Company’s prior employees were dismissed and their unvested options forfeited. As of June 30, 2026, the Company recorded credit to its share based compensation expenses and debit to additional paid for such portion of the non-vested options.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 20
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479951/505-20-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
-Subparagraph (g)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section S25
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-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 4
-Subparagraph (SAB Topic 4.C)
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-4

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481520/505-30-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 1.D.2)
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-URI https://asc.fasb.org/1943274/2147479921/505-20-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479951/505-20-S50-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-11

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Paragraph 1
-Subparagraph (SX 210.5-02(28))
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

+ Details

Deconsolidation of Biomx Ltd

6 Months Ended

Jun. 30, 2026

Deconsolidation of Biomx Ltd [Abstract]

DECONSOLIDATION OF BIOMX LTD

NOTE 6 – DECONSOLIDATION OF BIOMX LTD

On January 25, 2026, following the commencement of insolvency proceedings with respect to BiomX Israel, the District Court of the Central District, in Lod, Israel, appointed a trustee (the “Trustee”) to BiomX Israel to administer the insolvency proceedings. The Trustee was granted authority to manage BiomX Israel’s assets and operations, 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. Based on the transfer of decision-making authority to the Trustee and the Company’s resulting inability to direct the activities that most significantly affect BiomX Israel’s economic performance, the Company concluded that it no longer had a controlling financial interest in BiomX Israel as of February 4, 2026. 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.

Accordingly, the Company deconsolidated BiomX Israel on February 4, 2026 and derecognized its assets and liabilities. Any retained ownership interest was measured at fair value at the deconsolidation date and was determined to have no material value.

During the six months ended June 30, 2026, the Company recognized a gain from deconsolidation of Biomx Ltd. of approximately $1,860, which is included in net gain from deconsolidation.

The carrying amounts of the assets and liabilities of BiomX Israel derecognized upon deconsolidation were as follows:

	As of
	February 4,
	2026

Cash and cash equivalents		996
Other current assets		1,252
Fixed assets		157
Total assets		2,405

Current liabilities		4,265
Stockholders’ Equity (capital deficiency)		(1,860	)
Total liabilities and capital deficiency		2,405

Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2026

Other Current Assets [Abstract]

Schedule of Other Current Assets

	June 30,		December 31,
	2026		2025

Government institutions		23		111
Prepaid insurance		-		248
Other prepaid expenses		1,238		93
Other		256		11
		1,517		463

Transaction During The Period (Details)											6 Months Ended	12 Months Ended
Transaction During The Period (Details)	Aug. 05, 2026	Jul. 27, 2026 USD ($) shares	Jul. 21, 2026 shares	Jul. 10, 2026 USD ($)	May 13, 2026 USD ($) $ / shares shares	Apr. 15, 2026 USD ($)	Apr. 15, 2026 ILS (₪)	Apr. 13, 2026	Apr. 10, 2026 USD ($) shares	Mar. 31, 2026 USD ($)	Jun. 30, 2026 USD ($) $ / shares shares	Dec. 31, 2027 USD ($)	Dec. 31, 2026 USD ($)	Mar. 19, 2026 $ / shares	Dec. 31, 2025 $ / shares
Transaction During the Period [Line Items]
Cash payment (in Dollars)											$ 750,000
Common stock, par value (in Dollars per share) \| $ / shares											$ 0.0001				$ 0.0001
Annual revenues (in Dollars)						$ 266,000	₪ 800,000				$ 25,000,000
Percentage of annual revenues						98.00%	98.00%				5.00%
Trading days											10 days
Completion days											60 days
Total consideration									$ 6,695,000		$ 10,226,000
Fair value of promissory notes issued									1,243,000		3,271,000
Fair value of share issued									3,757,000		2,427,000
Performance-based earnout payable									$ 1,695,000
Annual rate					12.00%
Outstanding principal amount
Undrawn availability											$ 2,000,000
Contractual term					5 years
Expected volatility					175.00%
Percentage of warrant beneficial ownership limitation					4.99%
Initial term						12 months	12 months
Extend term						12 months	12 months
Number of days prior written notice						30 days	30 days
Number of days invoice submission						45 days	45 days
Equity investment						$ 1,000,000
Percentage of equity investment						20.00%	20.00%
Percentage of interest in post investment basis						20.00%	20.00%
Percentage of revenue including a performance based earnout payable											125.00%
Number of days to file a registration statement with the SEC											45 years
DFSL [Member]
Transaction During the Period [Line Items]
Percentage of purchase										20.00%
Percentage of acquisitions										60.00%
Percentage of call arrangements over the remaining										40.00%
Enterprise value										$ 2,166,667,000
Closing enterprise value										$ 433,333,000
Percentage of interest applied pro rata										20.00%
Number of material change to agreed business plan										18 months
Percentage of sales target reduce										25.00%
Put and call option expires										60 days
Options exercised										$ 800,000,000
DFSL [Member] \| Forecast [Member]
Transaction During the Period [Line Items]
Cumulative sales												$ 1,500,000,000	$ 1,500,000,000
Option and Undertaking Agreement [Member]
Transaction During the Period [Line Items]
Percentage of purchase										100.00%
Percentage of issued and outstanding										60.00%
Stock Purchase & Assignment Agreement [Member]
Transaction During the Period [Line Items]
Percentage of purchase								100.00%
Percentage of issued and outstanding								60.00%	100.00%
Common Stock [Member]
Transaction During the Period [Line Items]
Issuance of shares (in Shares) \| shares											923,000
Subsequent Event [Member]
Transaction During the Period [Line Items]
Percentage of purchase	10.00%			19.99%
Percentage of issued and outstanding	10.00%			19.99%
Principal amount (in Dollars)		$ 250,000,000		$ 379,000
Issuance of shares (in Shares) \| shares		267,956
Convertible Promissory Note [Member]
Transaction During the Period [Line Items]
Principal amount (in Dollars)											$ 3,000,000
Common stock, par value (in Dollars per share) \| $ / shares											$ 0.0001
Conversion price (in Dollars per share) \| $ / shares											$ 12
Water IO [Member]
Transaction During the Period [Line Items]
Issuance of shares (in Shares) \| shares									1,300,000
Non-convertible promissory note (in Dollars)											$ 1,250,000
Revolving Credit Facility [Member]
Transaction During the Period [Line Items]
Credit facility maximum amount					$ 2,000,000
Pre-Funded Warrants [Member]
Transaction During the Period [Line Items]
Issuance of shares (in Shares) \| shares											923,000
Exercise price per share (in Dollars per share) \| $ / shares											$ 0.0001
Pre-Funded Warrants [Member] \| Subsequent Event [Member]
Transaction During the Period [Line Items]
Issuance of shares (in Shares) \| shares			644,956
Warrant [Member]
Transaction During the Period [Line Items]
Issuance of shares (in Shares) \| shares					2,000,000
Exercise price per share (in Dollars per share) \| $ / shares					$ 12						$ 2			$ 1
Expiration term					5 years						5 years
Five Year Warrant [Member]
Transaction During the Period [Line Items]
Issuance of shares (in Shares) \| shares											3,692,000
Exercise price per share (in Dollars per share) \| $ / shares											$ 12

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Schedule of Other Current Assets [Abstract]
Government institutions	$ 23	$ 111
Prepaid insurance		248
Other prepaid expenses	1,238	93
Other	256	11
Total	$ 1,517	$ 463

Other Current Assets

6 Months Ended

Jun. 30, 2026

Other Current Assets [Abstract]

OTHER CURRENT ASSETS

NOTE 4 – OTHER CURRENT ASSETS

	June 30,		December 31,
	2026		2025

Government institutions		23		111
Prepaid insurance		-		248
Other prepaid expenses		1,238		93
Other		256		11
		1,517		463

Unaudited Condensed Consolidated Interim Statements of Cash Flows (Parentheticals) $ in Thousands	6 Months Ended
	Jun. 30, 2026 USD ($)
Statement of Cash Flows [Abstract]
Net of issuance costs	$ 39

Unaudited Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (22,986)	$ (13,696)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation	5	528
Stock-based compensation	2,059	1,355
Finance income, net	382	247
Revaluation of contingent consideration		3
Loss (income) from change in fair value of liability-classified warrants	12,458	(2,412)
Day one loss upon entering transaction	5,226
Private Placement Warrants issuance cost	186
Gain from deconsolidation of subsidiary	(1,860)
Changes in balance of severance pay fund	1
Changes in operating assets and liabilities:
Loss from sale and disposal of fixed assets, net		165
Decrease (increase) in trade receivables	511
Other current assets	(1,419)	1,096
Trade accounts payable	422	294
Other accounts payable and current portion of lease liabilities	(1,572)	(2,404)
Net change in operating leases	3	3
Net cash used in operating activities	(6,584)	(14,821)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in short term securities - net	(176)
Cash used in purchase of subsidiaries, net	(378)
Decrease in cash as a result of deconsolidation of subsidiary	(996)
Purchase of fixed assets	(2)
Proceeds from sale of property and equipment	0	109
Net cash provided by (used in) investing activities	(1,552)	109
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock under February 2025 SPA		996
February 2025 SPA issuance costs		(118)
Issuance of Common Warrants under February 2025 SPA		4,531
Issuance of Common Stock under Inducement Letter Agreements		6,473
Proceeds from related party loan	656
Proceeds from issuance of preferred share and warrants under January 2026 private placement, net of issuance costs	2,622
Short-term bank credit	7
Pre-Funded Warrants and Common Warrants exercise		2
Issuance of Common Stock under At the Market Sales Agreement, net of $39 issuance costs	291
Repayment of long-term loans	(48)
Net cash provided by financing activities	3,528	11,884
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(4,608)	(2,828)
Effect of exchange rate changes on cash and cash equivalents		39
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	4,955	17,975
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	347	15,186
RECONCILIATION OF AMOUNTS ON CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	347	14,046
Restricted cash		1,140
Total cash and cash equivalents and restricted cash	347	15,186
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	5	10
Taxes paid		3
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases included in other accounts payable and trade accounts payable		2
Accrued Preferred dividends on Series Y Convertible Preferred Stock	85
Exercise of warrants into common stock	16,785
Conversion of Series Y Convertible Preferred Stock into common stock	85
Reclassification of embedded conversion derivative upon conversion of Series Y Convertible Preferred Stock	$ 7,818

Unaudited Condensed Consolidated Interim Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2026	Dec. 31, 2025
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in Shares)	1,000,000	1,000,000
Preferred stock, shares issued (in Shares)	51,598	147,512
Preferred stock, shares outstanding (in Shares)	51,598	147,512
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in Shares)	750,000,000	750,000,000
Common stock, shares issued (in Shares)	12,590,641	1,593,703
Common stock, shares outstanding (in Shares)	12,590,641	1,593,703

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

+ Details

- Definition

The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.

+ References + Details

- Definition

Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.

+ References + Details

- Definition

Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

+ Details

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2026

Segment Reporting [Abstract]

Schedule of Consolidated Statements of Operations

	Three months ended				Six months ended
	June 30				June 30
	2026		2025		2026		2025

Revenues from defense business		332		-		332		-
Cost of revenues		235		-		235		-
Gross profit		97		-		97		-

Operating expenses:
Salaries and related expenses, other than share-based compensation		429		1,932		2,202		3,909
Clinical trials		-		3,424		95		7,049
Stock based compensation		3,988		696		2,060		1,355
Depreciation expenses		4		292		4		528
Insurance		623		-		1,466		-
Other segment items (*)		370		1,089		883		2,348
Total Operating loss		5,414		7,433		6,710		15,189

(*)

Schedule of Revenues From External Customers and Long Lived Assets

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

	As of June 30, 2026		As of December 31, 2025

Israel		99		157
United States		2		-
Total		101		157

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2026

Stockholders' Equity [Abstract]

Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders

As of June 30, 2026, 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

25,119

1,021,978

As of June 30, 2026, the Company had the following outstanding compensation related warrants to purchase Common Stock:

Warrant

Issuance
Date

Expiration
Date

Exercise Price Per Share

Number of Shares of Common Stock Underlying Warrants

Private Warrants issued to scientific founders*

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

January 2026 private placement agent warrants

January 13, 2026

January 12, 2031

2.50

99,000

150,458

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

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

	For the Six Months Ended June 30, 2026
	Number of Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at the beginning of period		150,387	$	51.94	$	-
Granted		-		-		-
Forfeited		148,675		36.68		-
Expired		1,712		32.53		-
Exercised		-		-		-
Outstanding at the end of period		-		-	$	-
Exercisable at end of period		-		-
Weighted average remaining contractual life – years as of June 30, 2026		-

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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026			2025

Research and development expenses, net		-		279		(647	)		467
General and administrative		3,988		417		2,707			888
		3,988		696		2,060			1,355

Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

In July and August, 2026, the Company issued and sold the Company issued and sold 8,902,611 common shares for $2,418 net of transaction costs net of transaction costs under the Sales Agreement for the Company’s ATM facility

On July 10, 2026, in order to comply with Section 712 of the NYSE American Company Guide which provides that a listed company may not issue without stockholder approval more than 19.99% of its then issued and outstanding share, the Company cancelled 1,013,637 shares of common stock previously issued in June 2026 upon conversion of a convertible promissory note issued to Mandragola under the Credit Facility. As a result of the cancellation, the corresponding conversion was reversed and the principal balance of such note in the amount of $379 was reinstated as an outstanding obligation of the Company in accordance with its terms. The issuance of shares upon conversion of the Credit Facility notes and upon exercise of the related warrants, to the extent exceeding 19.99% of the outstanding common stock, is being presented for stockholder approval at the meeting of stockholders scheduled for August 25, 2026.

On July 27, 2026, the Company and Water IO entered into Amendment No. 1 and Waiver, dated as of July 24, 2026, to the Note (the “Amendment”) pursuant to which (i) the maturity date of the Note was extended from July 7, 2026 to November 1, 2026; (ii) the Company agreed to pay $250,000 of principal within two business days after execution of the Amendment, and the remaining principal in four equal monthly installments of $250,000 each on August 1, September 1, October 1 and November 1, 2026, with the outstanding balance continuing to bear interest at the short-term Applicable Federal Rate payable with the final installment; (iii) in full satisfaction of interest accrued through the date of the Amendment and as consideration for the delay in payment and the waiver and extension, the Company agreed to issue to Water IO 800,000 restricted shares of common stock, subject to clearance of an additional listing application with the NYSE American and written confirmation by each party of its corporate approvals, with an August 31, 2026 longstop after which such amount is payable in cash and no shares will be issued; and (iv) Water IO irrevocably waived, retroactively to the original maturity date, any default, event of default or right of acceleration arising from the non-payment of the Note at its original maturity date, and confirmed that the Note has not been accelerated. Following further discussions with NYSE American, the number of restricted shares issuable to Water has been reduced to 267,956 shares which have not yet been issued as of the date of this report. The Company has determined to pay the accrued interest of approximately $80 in lieu of any further share issuances.

On August 5, 2026, the Company entered into a Share Purchase and Option Agreement (the “MEA SPA”) with Mayers Ventures LLC (“Mayers”), pursuant to which the Company agreed to purchase 324,573 shares of M.E.A. Testing Systems Ltd., an Israeli developer of advanced electric motor testing and validation systems (“MEA”), representing 10% of the issued and outstanding equity interests, on a fully diluted basis, of MEA, together with 10% of MEA’s affiliated company in India to the extent such company is not a subsidiary of MEA. As consideration, the Company agreed to pay Mayers $50 and to issue to Mayers 1,300,000 restricted shares of common stock. The closing is subject to the approval by the NYSE American of a supplemental listing application and the execution and delivery of a license agreement granting the Company an exclusive, perpetual, worldwide, transferable license to the technology and knowhow of the MEA companies. Under the MEA SPA, the Company was also granted an exclusive option, exercisable through June 30, 2028, to purchase all of the remaining holdings of Motomova Inc. in MEA and its Indian affiliate, representing approximately 78.9% of the total issued share capital following the closing, subject to due diligence and other customary closing conditions. As of the date of these financial statements, the closing had not occurred.

Basic and Diluted Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2026

Basic and Diluted Loss Per Share [Abstract]

Schedule of Basic and Diluted Net 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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025(*)		2026		2025(*)
Basic and diluted loss per share of common stock
Numerator:
Net loss		3,846		6,037		22,986		13,696
Preferred dividends on Series Y Convertible Preferred Stock		-		-		85		-
Numerator		3,846		6,037		23,071		13,696
Denominator:
Number of shares of common stock outstanding		10,066,860		1,326,452		6,233,522		1,211,041
Number of shares upon pre-funded warrants and A&R Warrants exercise		246,216		321,342		246,216		223,155
Number of shares upon Fully vested Warrants exercise		-		16		-		16
Total weighted-average number of shares of common stock, shares upon pre-funded warrants, A&R Warrants and Fully vested Warrants exercise used in computing basic and diluted loss per share		10,313,076		1,647,810		6,479,738		1,434,212
Basic and diluted loss per share of common stock		0.37		3.66		3.56		9.55

(*)

All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 8A.

Schedule of Diluted Loss Per Share Effect of Anti-Dilutive

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Options		-		158,072		-		158,072
Warrants		959,704		959,704		959,704		959,704
Contingent shares		10,526		10,526		10,526		10,526
Redeemable Convertible Preferred Shares		776,383		777,553		776,383		777,553

Unaudited Condensed Consolidated Interim Statements of Changes in Capital Deficiency (Equity) and Capital Deficiency - USD ($)
$ in Thousands

Series Y Redeemable Convertible

Preferred Shares

Series X Redeemable Convertible

Preferred Shares

Redeemable Convertible Preferred Shares

Preferred Shares

Common stock

Additional paid-in capital

Accumulated Other Comprehensive Income (Loss)

Accumulated deficit

Receivables on account of shares

Non-Controlling interests

Total

Balance at Dec. 31, 2024

$ 18,645

$ 6

$ 186,194

$ (180,697)

$ 24,148

Balance (in Shares) at Dec. 31, 2024

147,735

18,176,661

^[1]

Statement [Line Items]

Stock-based compensation expenses

659

Net loss

(7,659)

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

^[2]

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)

2,828,283

^[1]

Issuance of Common Stock under Inducement Letter Agreements

$ 1

6,472

6,473

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

3,961,109

^[1]

Balance at Mar. 31, 2025

$ 18,645

$ 7

194,203

(188,356)

24,499

Balance (in Shares) at Mar. 31, 2025

147,735

24,966,053

^[1]

Balance at Dec. 31, 2024

$ 18,645

$ 6

186,194

(180,697)

24,148

Balance (in Shares) at Dec. 31, 2024

147,735

18,176,661

^[1]

Statement [Line Items]

Net loss

(13,696)

Balance at Jun. 30, 2025

$ 18,645

$ 7

194,901

(194,393)

19,160

Balance (in Shares) at Jun. 30, 2025

147,735

26,443,257

^[1]

Balance at Mar. 31, 2025

$ 18,645

$ 7

194,203

(188,356)

24,499

Balance (in Shares) at Mar. 31, 2025

147,735

24,966,053

^[1]

Statement [Line Items]

Stock-based compensation expenses

696

Net loss

(6,037)

Exercise of Private Pre-Funded Warrants and Common Warrants

^[2]

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

^[1]

1,202,314

Issuance of Common Stock upon restricted stock units vesting

^[2]

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

^[1]

274,890

Balance at Jun. 30, 2025

$ 18,645

$ 7

194,901

(194,393)

19,160

Balance (in Shares) at Jun. 30, 2025

147,735

26,443,257

^[1]

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

Statement [Line Items]

Issuance of Series Y Convertible Preferred Stock

Issuance of Series Y Convertible Preferred Stock (in Shares)

3,300

Preferred dividends on Series Y Convertible Preferred Stock

$ 85

(85)

Conversion of Series Y Convertible Preferred Stock into common stock

$ (85)

^[2]

Conversion of Series Y Convertible Preferred Stock into common stock (in Shares)

(3,300)

1,650,000

Exercise of warrants into common stock

^[2]

16,785

(3,300)

13,485

Exercise of warrants into common stock (in Shares)

3,300,000

Reclassification of embedded conversion derivative upon conversion of Series Y Convertible Preferred Stock

7,818

Stock-based compensation expenses

(1,742)

Net loss

(19,140)

Balance at Mar. 31, 2026

$ 18,617

$ 7

219,831

(236,036)

(3,300)

(881)

Balance (in Shares) at Mar. 31, 2026

147,512

6,543,703

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

Statement [Line Items]

Net loss

(22,986)

Balance at Jun. 30, 2026

$ 6,512

$ 8

244,474

(21)

(239,808)

(300)

6,758

17,623

Balance (in Shares) at Jun. 30, 2026

51,598

12,590,641

Balance at Mar. 31, 2026

$ 18,617

$ 7

219,831

(236,036)

(3,300)

(881)

Balance (in Shares) at Mar. 31, 2026

147,512

6,543,703

Statement [Line Items]

Stock-based compensation expenses

$ 1

3,987

3,988

Stock-based compensation expenses (in Shares)

1,380,000

Net loss

(3,772)

(74)

(3,846)

Issuance of shares for investment in Zorronet

^[2]

3,757

Issuance of shares for investment in Zorronet (in Shares)

Issuance of warrants and shares for investment in DFSL

^[2]

4,124

Issuance of warrants and shares for investment in DFSL (in Shares)

923,000

Issuance of shares as partial payment of promissory note

^[2]

379

Issuance of shares as partial payment of promissory note (in Shares)

1,013,637

Issuance of Common Stock under At the Market Sales Agreement, net of $ 39 issuance costs

^[2]

291

Issuance of Common Stock under At the Market Sales Agreement, net of $ 39 issuance costs (in Shares)

Offset of promissory note

3,000

Subsidiaries consolidation for the first time

6,818

Foreign currency translation adjustments

(21)

(7)

Conversion of A&R Warrants

^[2]

Conversion of A&R Warrants (in Shares)

132,484

Conversion of Series X Redeemable Convertible Preferred Shares

$ (12,105)

^[2]

12,105

Conversion of Series X Redeemable Convertible Preferred Shares (in Shares)

(95,914)

504,812

Balance at Jun. 30, 2026

$ 6,512

$ 8

$ 244,474

$ (21)

$ (239,808)

$ (300)

$ 6,758

$ 17,623

Balance (in Shares) at Jun. 30, 2026

51,598

12,590,641

[1]	All share amounts have been retroactively adjusted to reflect a 1-for-19 reverse share split as discussed in Note 8A.
[2]	Less than $1.

Fair Value Measurements - Schedule of Fair Value of Liabilities for Warrants (Details) - Level 3 [Member]	Jun. 30, 2026	Jun. 30, 2025
Share Price [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities		0.45
Minimum [Member] \| Share Price [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	0.35
Minimum [Member] \| Exercise Price [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	1	0.93
Minimum [Member] \| Expected volatility [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	53	114
Minimum [Member] \| Expected Terms [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	0.02	1
Minimum [Member] \| Risk Free Interest Rate [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	3.7	3.8
Maximum [Member] \| Share Price [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	4.98
Maximum [Member] \| Exercise Price [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	43.91	2.31
Maximum [Member] \| Expected volatility [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	163.3	122.4
Maximum [Member] \| Expected Terms [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	4.79	4.8
Maximum [Member] \| Risk Free Interest Rate [Member]
Schedule of Fair Value of Liabilities for Warrants [Line Items]
Fair values of liabilities	4.2	3.9

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2026

Fair Value Measurements [Abstract]

Schedule of Financial Assets that are Measured at Fair Value on Recurring Basis by Level

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Cash equivalents:
Money market funds		13		-		-		13
Total assets		13		-		-		13

	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Cash equivalents:
Money market funds		3,084		-		-		3,084
Total assets		3,084		-		-		3,084

The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
	US$
Liabilities:
Warrant liability issued as consideration for subsidiary acquisition						2,082		2,082
Warrants		-		-		87		87
Total liabilities		-		-		2,169		2,169

	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
	US$
Liabilities:
Warrants		-		-		706		706
Total liabilities		-		-		706		706

Schedule of Fair Value of Level 3 Liabilities

The following table presents the changes in fair value of the level 3 liabilities for the period of six month ended June 30, 2026 and 2025:

	Six months ended			Six months ended
	June 30, 2026			June 30, 2025
Liability:
Beginning balance		706			2,287
Issuance of Common Warrants (*)		8,422			4,531
Repricing of warrants under the Inducement Letter Agreements (**)		-			3,300
Exercise of warrants into common stock		(13,485	)		(1	)
Change in terms of warrant liability		(1,218	)		-
Change in fair value		7,744			(5,712	)
Ending balance		2,169			4,405

(*)

Including $3,340 of loss upon entering the transaction.

(**)

Repricing and exercise of the warrants under the Inducement Letter Agreements, which was charged to profit and loss.

Schedule of Fair Value of Liabilities for Warrants

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.

	Six months ended		Six months ended
	June 30, 2026		June 30, 2025

Underlying value of Common Stock ($)		0.35 – 4.98		0.45
Exercise price ($)		1 - 43.91		0.93-2.31
Expected volatility (%)		53-163.3		114-122.4
Expected terms (years)		0.02-4.79		1-4.8
Risk-free interest rate (%)		3.7-4.2		3.8-3.9

Stockholders' Equity - Schedule of Options Granted to Purchase the Company’s Common Stock Under the Company’s Share Option Plans (Details) - Share Option [Member]	6 Months Ended
	Jun. 30, 2026 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	150,387
Weighted Average Exercise Price, Outstanding at the beginning of period \| $ / shares	$ 51.94
Aggregate Intrinsic Value, Outstanding at the beginning of period \| $
Number of Options, Granted \| shares
Weighted Average Exercise Price, Granted \| $ / shares
Number of Options, Forfeited \| shares	148,675
Weighted Average Exercise Price, Forfeited \| $ / shares	$ 36.68
Number of Options, Expired \| shares	1,712
Weighted Average Exercise Price, Expired \| $ / shares	$ 32.53
Number of Options, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Number of Options, Outstanding at the end of period \| shares
Weighted Average Exercise Price, Outstanding at the end of period \| $ / shares
Aggregate Intrinsic Value, Outstanding at the end of period \| $
Number of Options, Exercisable at end of period \| shares
Weighted Average Exercise Price,Exercisable at end of period \| $ / shares
Number of Options, Weighted average remaining contractual life – years