BiomX Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number:001-38762 BIOMX INC.(Exact name of registrant as specified in its charter) Delaware82-3364020(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) Registrant’s telephone number, including area code:+972 545610935 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ On June 30, 2025, the last day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of theRegistrant’s shares of Common Stock held by non-affiliates of the Registrant was $11,899,466 based on the closing sale price of theRegistrant’s shares of Common Stock on June 30, 2025 (the last trading day of the fiscal quarter) of $8.55 per share. The price of theRegistrant’s shares of Common Stock was retroactively adjusted to reflect a 1-for-19 reverse stock split, which took effect onNovember 25, 2025. The number of shares outstanding of the Registrant’s shares of Common Stock as of February 16, 2026 was 1,593,703. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation14A under the Securities Exchange Act of 1934, as amended, relating to the registrant’s 2025 Annual Meeting of Stockholders areincorporated herein by reference into Part III of this Annual Report on Form 10-K. The definitive proxy statement will be filed withthe Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2025. BIOMX INC.Annual Report on Form 10-K for the Year Ended December 31, 2025 part IITEM 1.BUSINESS1ITEM 1A. RISK FACTORS24ITEM 1B. UNRESOLVED STAFF COMMENTS60ITEM 1C. CYBERSECURITY60ITEM 2. PROPERTIES60ITEM 3.LEGAL PROCEEDINGS60ITEM 4.MINE SAFETY DISCLOSURES60part IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES61ITEM 6. [RESERVED]61ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS62ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK73ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA7