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Commitments and Contingencies | 12 Months Ended
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Dec. 31, 2025
Commitments and Contingencies [Abstract] |
COMMITMENTS AND CONTINGENCIES |
NOTE 8 - | COMMITMENTS AND CONTINGENCIES
| A. | In May 2021, APT entered into a Collaboration and Option Agreement (the “Oyster Agreement”) with Oyster, a wholly owned subsidiary of Viatris Inc., to collaborate on the use of APT’s proprietary phage technology for the treatment of certain ophthalmic diseases. Upon execution of the Agreement, Oyster paid an upfront payment of $500 to APT, a portion of which APT claims it has spent in the course of performing its obligations under the Oyster Agreement. In April 2022 and September 2023, APT received letters from Oyster and Viatris Inc. raising concerns about APT’s actions, including allegations that APT had breached the Oyster Agreement. On December 18, 2024, APT and Oyster signed a settlement agreement (the “Settlement Agreement”), which includes a payment of $300 from APT to Oyster. As of December 31, 2024, the Company has recorded a provision of $300 as other accounts payable in the consolidated balance sheets. On January 13, 2025, APT paid Oyster $300 according to the Settlement Agreement.
| B. | From 2015 to 2023, IIA approved several grant applications submitted by BiomX Israel in support of the Company’s various product candidates. Through December 31, 2025, total grants received from the IIA aggregated to approximately $8,933 (NIS 30,666). As of December 31, 2025, total grants subject to royalties’ payments aggregated to approximately $8,100. Repayment of the grant is contingent upon the successful completion of the BiomX Israel’s R&D programs and generating sales. BiomX Israel has no obligation to repay these grants if the R&D program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of December 31, 2025; therefore, no liability was recorded in these consolidated financial statements. IIA grants are recorded as a reduction of R&D expenses, net. As of December 31, 2025, BiomX Israel had a contingent obligation to the IIA in the amount of approximately $9,392 including annual interest of SOFR applicable to dollar deposits.
| C. | In June 2015, BiomX Israel entered into a Research and License Agreement (the “2015 License Agreement”) as amended with Yeda Research and Development Company Limited (“Yeda”), pursuant to which BiomX Israel received an exclusive worldwide license to certain know-how and research information related to the development, testing, manufacturing, production and sale of microbiome-based therapeutic product candidates, including candidates specified in the agreement, as well as patents, research and other rights to phage product candidates. In return, BiomX Israel is obligated to pay Yeda annual license fees of approximately $10 and royalties on revenues as defined in the 2015 License Agreement. In July 2019, the Company and Yeda amended the 2015 License Agreement, pursuant to which, following the closing of the Recapitalization Transaction, the Company is obligated to pay Yeda a one-time payment as described in the amendment which will not exceed 1% of the consideration received in the event of certain mergers or acquisitions involving the Company. The Merger Agreement as described in Note 1C, does not constitute a merger or acquisition as defined in the amendment.
| D. | In October 2021, the Company entered into a Stock Purchase Agreement with a subsidiary of Maruho Co. Ltd. (“Maruho”), granting Maruho a right of first offer to license BX005 in Japan. An amount of $1,976 was recorded as a contract liability. In April 2024, following the decision to pause development of BX005, the right of first offer was terminated, and the full contract liability was reversed and recognized as other income for the year ended December 31, 2024.
| E. | In November 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd., which included a contingent consideration mechanism based on the achievement of specified clinical, development, regulatory, commercial and strategic milestones, or the execution of qualifying collaboration agreements. Such consideration may be settled, at the Company’s discretion, in cash and/or shares of Common Stock, up to an aggregate amount of $32,000 over a ten-year period from the closing of the agreement. Following BiomX Israel’s filing for the commencement of insolvency proceedings, the Company concluded that the likelihood of achieving the milestones is remote; therefore, the fair value of the contingent consideration is zero.; accordingly, as of December 31, 2025, the contingent liability was reversed. As of December 31, 2024, the consolidated financial statements include a liability with respect to this agreement in the amount of $77.

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