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Stockholders Equity
 12 Months Ended
Dec. 31, 2025
Stockholders Equity [Abstract]  
STOCKHOLDERS EQUITY
NOTE 12 - STOCKHOLDERS EQUITY

 

  A. Share Capital: 

 

Reverse Stock Split:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Authorized shares of common stock:

 

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

 

Preferred Stock:

 

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

 

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

Stock Exchange:

 

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

 

Private Investment in Public Equity:

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

At-the-market Sales Agreement:

 

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

Warrants:

 

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

 

Warrant  Issuance Date  Expiration
Date		  Exercise
Price
Per Share		   Number of
Shares of
Common Stock
Underlying
Warrants		 
2021 Registered Direct Offering Warrants  July 28, 2021  January 28, 2027   950.00    14,808 
Merger Warrants  March 15, 2024  January 28, 2027   950.00    11,404 
Private Placement Warrants  March 15, 2024  July 9, 2026   43.91    203,444 
Registered Pre-Funded Warrants  February 25, 2025  April 21, 2030   0.0019    42,381 
Private Pre-Funded Warrants  February 25, 2025  April 21, 2030   0.0019    46,232 
Common Warrants  February 25, 2025  April 21, 2030   17.68    312,503 
Inducement Warrants  February 25, 2025  April 21, 2030   17.68    366,087 
A&R Warrants  February 25, 2025  April 21, 2030   0.0019    157,603 
               1,154,462 

 

  B. Stock-based compensation:

 

Equity Incentive Plan:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

Stock Options:

   

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

 

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

 

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

 

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

 

 

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

 

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

  

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

 

   2025   2024 
         
Underlying value of Common Stock ($)   10.22    68.97 
Exercise price ($)   10.22    68.97 
Expected volatility (%)   110.5    112.6 
Expected terms of the option (years)   6.11    6.11 
Risk-free interest rate (%)   4.12    4.14 

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

 

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

 

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

 

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

 

Restricted Stock Units (“RSUs”):

 

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

 

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

Warrants:

 

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

 

Warrant  Issuance Date  Expiration Date   Exercise Price Per Share   Number of Shares of Common Stock Underlying Warrants 
Private Warrants issued to scientific founders*  November 27, 2017 
-
    
-
    16 
Landlord Warrants**  March 15, 2024  January 28, 2027    950.00    1,316 
Agents Warrants  March 15, 2024  July 9, 2026    43.91    50,126 
                51,458 

 

 * In November 2017, BiomX Israel issued 298 warrants to its founders. The warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction. The warrants did not expire as a result of the Recapitalization Transaction and have no exercise price. The Merger Agreement as described in note 1C does not apply for such M&A transaction as defined in the grant agreement.
** See Note 5

 

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

 

   Year ended
December 31,		 
   2025   2024 
         
Research and development expenses, net   711    600 
General and administrative   1,380    1,248 
    2,091    1,848 

 

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