Business Context and Reporting Period
Company: BiomX Inc. (PHGE)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Overview: BiomX is a clinical-stage biopharmaceutical company developing phage-based therapies to target harmful bacteria associated with chronic diseases, primarily diabetic foot infections (DFI) and diabetic foot osteomyelitis (DFO). The company operates as a single segment.
Material Events:
- Insolvency Proceedings: On December 16, 2025, the company's Israeli subsidiary, BiomX Ltd., filed for insolvency. A trustee was appointed on January 25, 2026, and the subsidiary is being deconsolidated as the company no longer controls it.
- Program Discontinuation: In December 2025, the company discontinued the development of BX004 (Cystic Fibrosis) following adverse events and a lack of resources to pursue alternative dosing strategies.
- Cost Reductions: Significant workforce reductions and lease terminations (Israel and Maryland) were implemented in late 2025.
- Reverse Stock Split: A 1-for-19 reverse stock split took effect on November 25, 2025.
Key Financial Metrics
| Metric (USD in thousands) | 2025 | 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(36,199) | $(17,727) |
| Operating Loss | $(41,466) | $(44,523) |
| Research & Development Expenses (Net) | $21,292 | $24,663 |
| General & Administrative Expenses | $9,628 | $11,776 |
| Cash, Cash Equivalents & Restricted Cash (Dec 31, 2025) | $4,955 | $17,975 |
| Accumulated Deficit | $(216,896) | $(180,697) |
| Net Cash Used in Operating Activities | $(26,390) | $(36,979) |
Material Changes vs. Prior Period
- Net Loss Increase: Net loss increased by approximately $18.5 million (104%) year-over-year, primarily driven by a $11.8 million impairment charge on In-Process Research and Development (IPR&D) assets and $1.7 million in other long-lived asset impairments.
- Operating Expenses: R&D expenses decreased by $3.4 million (14%) due to workforce reductions and lower rent expenses following lease terminations. G&A expenses decreased by $2.2 million (19%) due to reduced acquisition-related costs and professional fees.
- Non-Cash Items: The 2025 period included a $2.9 million gain from early lease termination, partially offsetting operating losses. Conversely, 2024 included a $26.5 million non-cash gain from the change in fair value of warrants, which was significantly lower in 2025 ($6.1 million).
- Liquidity: Cash balances declined by approximately $13 million year-over-year. The company raised $3.0 million in gross proceeds via a private placement of Series Y Convertible Preferred Stock in January 2026 (subsequent event).
Guidance, Outlook, and Risks
Going Concern: The financial statements include an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern. Management believes current funds, including the January 2026 financing, will only be sufficient to meet requirements through the end of the second quarter of 2026.
Outlook:
- The company is actively evaluating strategic alternatives and business opportunities.
- Future operations are contingent upon obtaining stockholder approval for the 2025 Second Securities Purchase Agreement (SPA). Failure to obtain approval could severely constrain financing options and lead to delisting or cessation of operations.
- Development of BX011 (DFI) and BX211 (DFO) will continue subject to available financial resources.
Key Risks:
- Financing Dependency: Inability to secure additional capital on favorable terms or at all.
- Regulatory & Clinical: No bacteriophage has been approved as a drug in the U.S. or EU; clinical trials may fail to demonstrate safety or efficacy.
- Control Change: The investor in the 2025 Second SPA may obtain majority control, potentially altering business strategy.
- Insolvency Impact: Loss of control over the Israeli subsidiary and its assets.
Investor Verification Checklist
- Stockholder Approval Status: Verify if stockholder approval for the 2025 Second SPA (Series Y Preferred Stock issuance) has been obtained, as this is critical for the investor's majority control and the company's liquidity.
- Going Concern Timeline: Confirm the company's cash runway and any new financing secured after the filing date to extend operations beyond Q2 2026.
- Insolvency Proceedings: Monitor the status of the BiomX Ltd. insolvency in Israel and the potential impact on the company's intellectual property and operational capabilities.
- Series Y Terms: Review the specific terms of the Series Y Convertible Preferred Stock, including the 15% (24% upon default) dividend accrual and conversion mechanics.
- IPR&D Impairment: Assess the remaining value of the IPR&D asset ($208,000) and the likelihood of future impairments given the discontinuation of the BX004 program.