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Goodwill, Intangible Asset & Long-Lived Assets Impairment | 12 Months Ended
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Dec. 31, 2025
Goodwill, Intangible Asset & Long-Lived Assets Impairment [Abstract] |
GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS IMPAIRMENT |
NOTE 11 - | GOODWILL, INTANGIBLE ASSET & LONG-LIVED ASSETS IMPAIRMENT
Goodwill Following the APT Acquisition, the Company recognized goodwill valued at $801 after adjustment made during the measurement period as described in Note 1C above. In the third quarter of 2024, the Company performed a quantitative assessment for goodwill impairment, due to a decline in the Company’s stock price resulting in its market capitalization being less than the Company’s stockholders’ equity, which management concluded as an impairment indicator. The assessment utilizes the Company’s market capitalization plus an appropriate control premium. Market capitalization is determined by multiplying the outstanding number of shares of Common Stock by the Company’s stock price. The control premium is determined by utilizing publicly available data from studies for similar transactions of public companies. Based on the assessment, the Company concluded that the fair value of its reporting unit was less than its carrying value. Therefore, the Company recognized a full goodwill impairment of $801 for the year ended December 31, 2024. Intangible asset In the third quarter of 2025, the Company performed a quantitative assessment for its IPR&D asset, in accordance with the timing prescribed by the Company’s accounting policy, as described in Note 2R. The assessment indicated that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized. During the fourth quarter of 2025, the Company’s stock price declined significantly, in part following the Company’s announcement regarding the discontinuation of the cystic fibrosis (“CF”) Phase 2b clinical trial due to adverse events and the filing of the application to commence insolvency proceedings for BiomX Israel. The discontinuation of the CF trial raised concerns that extended beyond the CF program itself, as the adverse events observed may have broader implications for the Company’s platform technology and pipeline programs. As a result, the Company performed an impairment assessment of its IPR&D acquired in the APT Acquisition. The fair value of the IPR&D was estimated using a market approach, based on the Company’s equity value with the addition of a control premium derived from publicly available data from studies for similar transactions of public companies. Based on this valuation, the Company recognized an impairment loss on the IPR&D of $11,842. As of December 31, 2025 and 2024 the IPR&D balance was $208 and $12,050, respectively. In the third quarter of 2024, the Company performed a quantitative assessment for its IPR&D asset, resulting from the decline in the Company’s stock price as above mentioned. The assessment indicated that the fair value of its IPR&D was higher than its carrying value and no impairment was recognized. During the fourth quarter of 2024, in light of the continued decline in the Company’s stock price, the Company reperformed a quantitative assessment for its IPR&D asset. The assessment was performed using the discounted cash flow model of the income approach. The cash flow projections included significant judgments and assumptions relating to amount and timing of projected future cash flows including, but not limited to, estimating the expected costs to complete in-process projects, projecting regulatory approvals, estimating future cash flows from product sales and developing appropriate discount rates. The Company used a discount rate of 19% which is based on the estimated weighted-average cost of capital for APT. As a result of the impairment assessment, the Company concluded that the fair value of the IPR&D decreased below its carrying value and the Company recorded an impairment in the amount of $3,237 for the year ended December 31, 2024. Other long-lived assets In December 2025, the Company recorded an impairment of its property and equipment in the amount of $1,653. See Note 4 for further information. In December 2024, the Company’s management decided to cease the use of the property in Gaithersburg, Maryland and made it available for sublease. The Company considered it as an impairment indicator for impairment assessment of the right-of-use asset and related leasehold improvements as the Company considered it as one asset group for the purpose of the long-lived asset impairment assessment. Calculating the fair value of the asset group involves significant estimates and market participant assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates and market conditions. The Company evaluated the future cash flows expected from a sublease agreement over the remaining lease term and concluded that the carrying value of the asset group was not recoverable as it exceeded the future net discounted cash flows that are expected to be generated from the use of the assets within the asset group. The Company recognized an impairment of $4,046 which was allocated to the right-of-use asset and the related leasehold improvements within the asset group on a pro rata basis using the relative carrying amounts of those assets, which resulted in impairment charges of $3,516 and $530, respectively, during the year ended December 31, 2024

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- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-30/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-20/tableOfContent + Details
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