Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report to "the Company", "BiomX", "we", "us" or "our", mean BiomX Inc. and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Quarterly Report. The analysis of the financial condition and results of operations includes Adaptive Phage Therapeutics LLC, a Delaware limited liability company (formerly Adaptive Phage Therapeutics Inc., a Delaware corporation), or APT, from the date that we acquired it on March 15, 2024. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors discussed in this Quarterly Report and in our other filings with the U.S. Securities and Exchange Commission, or the SEC.

General

BiomX Inc. is a Delaware corporation that was originally incorporated as a blank check company in 2017 under the name Chardan Healthcare Acquisition Corp. Following a business combination completed in October 2019, the Company operated as a clinical-stage biopharmaceutical company developing phage-based therapies targeting bacterial pathogens implicated in chronic diseases.

In December 2025, we discontinued the development of BX004, our lead phage product candidate for the treatment of chronic pulmonary infections in cystic fibrosis patients caused by Pseudomonas aeruginosa, and on December 16, 2025, the Company's former Israeli operating subsidiary, BiomX Ltd., filed for insolvency proceedings in Israel. On January 25, 2026, the District Court of Tel-Aviv, Israel, appointed a trustee to BiomX Ltd. to handle the administration of the insolvency proceedings. As a result of these proceedings, we no longer control BiomX Ltd. and do not deem it to be part of our assets.

Adaptive Phage Therapeutics, LLC ("APT"), the Company's wholly-owned Delaware subsidiary acquired in March 2024 has retained limited non-dilutive grant relationships associated with APT's legacy BX011 program, patent rights related to the legacy phage therapy portfolio, and certain equipment and other tangible assets. The Company is evaluating strategic alternatives for these retained legacy assets, including potential commercialization, partnership, out-licensing or sale arrangements.

In the first quarter of 2026, the Company underwent a complete transition of its management team and Board of Directors, appointed Michael Oster as Chief Executive Officer and David Rokach as Chief Financial Officer, and adopted a new strategy focused on building a diversified portfolio of advanced defense, security, and critical infrastructure technologies. We have executed this strategy through a series of acquisitions and the establishment of new operating subsidiaries.

Also during the first quarter of 2026, the Company completed a series of capital structure events involving Pyu Pyu Capital LLC ("Pyu Pyu"). Between March 11, 2026 and March 17, 2026, Pyu Pyu converted all of its outstanding Series Y Convertible Preferred Stock (originally issued in December 2025 for aggregate gross proceeds of $3.0 million) into 1,650,000 shares of our Common Stock (a non-cash transaction). On March 13, 2026, the Company and Pyu Pyu amended the warrants held by Pyu Pyu to reduce the exercise price from $2.00 per share to $1.00 per share and shorten the warrant term to December 31, 2026. On March 19, 2026, Pyu Pyu exercised the warrants in full for cash, resulting in aggregate gross proceeds to the Company of approximately $3.3 million.

After the end of the quarterly period covered by this Quarterly Report, the Company completed two strategic acquisitions in April 2026. On April 10, 2026, the Company acquired 100% of the share capital of Zorro Net Ltd. ("Zorronet"). On April 13, 2026, the Company exercised an option (previously granted on March 31, 2026) and acquired 60% of the voting equity capital of Dr. Frucht Systems Ltd. ("DFSL") on a fully diluted basis. The Company also formed X Security & Defense LTD ("X Security") as a wholly-owned Israeli subsidiary focused on security, defense and first-response technologies. As a result, the Company currently operates through three principal subsidiaries: (i) DFSL, a majority-owned Israeli LADAR-based detection systems company; (ii) Zorronet, a wholly-owned Israeli AI-powered security platform company; and (iii) X Security, the newly-formed wholly-owned Israeli subsidiary. The condensed consolidated financial statements included in this Quarterly Report do not yet reflect the operations, assets, liabilities, results of operations or cash flows of DFSL or Zorronet, which became subsidiaries of the Company subsequent to March 31, 2026.

The Defense, Security, and Critical Infrastructure Field

The Company operates at the intersection of several rapidly growing sectors within the global defense, security, and critical infrastructure markets. The Company's technology portfolio addresses the following key market segments:

Counter-Unmanned Aerial Systems (Counter-UAS). The proliferation of commercial and military drones has created an urgent demand for detection, tracking, and response systems capable of identifying and neutralizing unauthorized unmanned aerial vehicles. The global counter-UAS market has experienced rapid growth driven by increasing drone-based security threats to military installations, critical infrastructure, airports, and public venues worldwide. Governments and defense agencies across the globe have increased procurement of counter-drone solutions in response to asymmetric threats encountered in modern conflicts.

AI-Powered Command-and-Control and Video Analytics. Defense and security organizations increasingly require autonomous, AI-driven platforms capable of real-time threat detection, object recognition, anomaly identification, and automated response across networked sensor arrays and camera systems. The global command-and-control systems market and the video surveillance analytics market are expected to grow substantially through the end of the decade, driven by real-time situational awareness requirements in defense environments, smart city initiatives, and critical infrastructure protection mandates.

Perimeter Security and Border Defense. Physical and electronic perimeter security remains a priority for military installations, national borders, energy facilities, and high-value commercial assets worldwide. The trend toward "virtual fencing"-automated surveillance systems that provide continuous detection without physical barrier infrastructure-has accelerated as governments seek cost-effective alternatives to traditional perimeter solutions.

First-Response Technologies. The demand for advanced first-response technologies, including aerial firefighting systems and autonomous emergency response capabilities, has grown in response to the increasing frequency and severity of natural disasters, including large-scale wildfires, and the operational challenges these events pose for traditional firefighting and emergency response infrastructure.

Our Products and Technologies

Through its operating subsidiaries, the Company develops, deploys, and commercializes advanced detection, surveillance, autonomous response, and command-and-control technologies. The Company's principal product platforms are described below.

DFSL - LADAR-Based Detection Systems

DFSL develops proprietary LADAR (Laser Radar)-based detection systems for security, defense, and critical infrastructure applications. DFSL was founded in 1995 by Dr. Yaacov Frucht, who had previously served as a senior research leader at Rafael Advanced Defense Systems Ltd., and has since independently developed its proprietary laser radar technology over more than three decades for civilian, homeland security, and defense applications. DFSL's technology combines laser-based sensing with proprietary AI algorithms to detect and respond to both UAV and ground-based intruders, enabling high-precision detection and classification with reduced false positives compared to conventional LiDAR systems. DFSL has reported detection accuracy rates of up to approximately 99%. DFSL has previously received grants from the Israel Innovation Authority ("IIA") for the development of its anti-drone technology.

DFSL's platform is deployed across four primary application areas:

●

Counter-UAS (Drone Detection and Response) - detection of UAVs at extended ranges with near-zero false alarm rates, supporting military, homeland security, and critical infrastructure protection requirements.

●

Perimeter and Border Security ("Virtual Fencing") - continuous, automated surveillance along borders, sensitive installations, and high-value assets, providing 360-degree intruder detection without physical barrier infrastructure.

●

Wide-Area 360-Degree Surveillance - broad-coverage detection for military bases, energy facilities, transportation hubs, and other high-priority sites requiring persistent monitoring.

●

Rail and Metro Safety Systems - track intrusion detection for rail and metro operators, enhancing public safety and reducing operational disruptions caused by unauthorized track access.

Zorronet - AI-Powered Security and Command-and-Control Platform

Zorronet develops and deploys artificial intelligence (AI) systems for perimeter security, defense, monitoring, and command-and-control applications. The company's smart, dynamic software platform operates as an external software layer ("middleware") that connects to deployed cameras, sensors, analytics systems, and robotic assets (such as drones), as well as to existing infrastructure. The platform performs real-time autonomous threat detection, object recognition, perimeter intrusion identification, and automated event-triggered response, with native integration into unmanned aerial systems (UAS/drones), alarm networks, and command-and-control (C2) systems.

Zorronet's platform enables remote connection to endpoint devices and existing systems, performs continuous monitoring of data streams, and identifies anomalies using advanced processing algorithms that simulate human capabilities of detection, analysis, and prediction. The system performs real-time event analysis using Big Data principles and predictive analytics, operating autonomously to identify abnormal scenarios, generate targeted reports, route information, activate relevant response measures, and recommend courses of action-all efficiently, accurately, and without the need for continuous human intervention.

X Security & Defense - Security, Defense, and First-Response Technologies

X Security & Defense LTD. is a wholly-owned Israeli subsidiary focused on security, defense, and first-response technologies. The Company has committed to finance X Security & Defense's 2026 operations with over $3 million from internal funds. For its initial transaction, the Company has signed a non-binding letter of intent with an unrelated third party to secure exclusive distribution rights in Israel for an advanced aerial firefighting system from a drone components and payload developer.

Sales, Marketing, and Distribution

The Company's products and technologies are marketed and sold through a combination of direct sales to government and military customers, co-development arrangements with prime defense contractors, distribution agreements with strategic partners, and project-based engagements.

The Company generates revenues through a combination of (i) project-based engagements and product sales, including the sale and deployment of DFSL's LADAR detection systems and Zorronet's discrete project deliveries to defense prime contractors and end users; (ii) recurring software-as-a-service revenues from Zorronet's deployed AI software platform, scaling with active customer deployments; (iii) co-development engagements with Israeli defense prime contractors, including Elbit Systems Ltd. and Rafael Advanced Defense Systems Ltd.; and (iv) cost-reimbursement government research and development contracts at APT, including the legacy contract with the Medical Technology Enterprise Consortium with respect to the BX011 program. X Security & Defense LTD. has not yet commenced commercial operations.

DFSL's LADAR systems have been deployed in both pilot and operational environments, including transportation infrastructure and defense-related settings. The Company intends to leverage DFSL's existing relationships and operational track record to expand deployments across counter-UAS, perimeter security, and rail safety applications.

Zorronet currently operates through direct engagement with defense prime contractors, military agencies, and security service providers. In December 2025, Zorronet signed a distribution agreement with KeepZone AI Inc. in the United States for the installation of crowd analytics systems at stadiums in Israel and Mexico in preparation for the 2026 World Cup. Zorronet also entered into an exclusive distribution agreement with MyTrade FZ LLC for marketing and sales of its products in the United Arab Emirates.

X Security & Defense is pursuing exclusive distribution rights in Israel for advanced aerial firefighting systems and intends to establish additional distribution channels for security and first-response products.

Customers

The Company's customer base includes military and defense agencies, defense prime contractors, homeland security authorities, transportation operators, municipalities, energy companies, educational institutions, and commercial security providers. Key customer relationships include:

●

Zorronet has active projects with Elbit Systems Ltd. (TASE/Nasdaq: ESLT), including a NIS 500,000 pilot for AI-based camera analytics at an IDF base (received January 2026, expanded by an additional NIS 115,000 in February 2026), as well as approximately three classified projects with Rafael Advanced Defense Systems in the areas of border defense and command center upgrades.

●

Zorronet's platform is currently installed and operational at three IDF base control rooms, a dedicated control room at Kibbutz Metzer, and a robotic monitoring center managing approximately 3,200 devices simultaneously across kibbutzim, moshavim, and industrial facilities.

●

Zorronet operates an autonomous monitoring center at Adirim Security Center serving construction sites, industrial facilities, and quarries.

●

DFSL's LADAR systems have been deployed across transportation networks, critical infrastructure, and security-sensitive environments.

Manufacturing and Suppliers

DFSL's LADAR-based detection systems are designed and developed in Israel. The systems incorporate proprietary laser-based sensing components and AI-driven software algorithms developed internally by DFSL. Manufacturing, assembly, and testing are principally performed at DFSL's facilities in Israel, with certain components and sub-assemblies sourced from qualified third-party suppliers and contract manufacturers under DFSL's supervision. Certain components used in DFSL's systems may be sourced from third-party suppliers, and any disruption in the supply of such components could affect DFSL's ability to deliver its systems on schedule.

Zorronet's products are software-based and do not require traditional manufacturing. The Zorronet platform is developed and maintained by its in-house software development and AI engineering team based in Netanya, Israel. The platform is designed to integrate with commercially available hardware, including cameras, sensors, and robotic assets, which are procured from third-party suppliers as required for specific deployments.

Intellectual Property

The Company's intellectual property consists of a combination of proprietary technologies, trade secrets, know-how, and software. The Company relies on trade secret protections, confidentiality agreements, and contractual restrictions to protect its intellectual property rights.

DFSL's core intellectual property resides in its proprietary LADAR technology, including laser-based sensing systems and proprietary AI algorithms for detection, tracking, and classification of aerial and ground threats. DFSL's technology was developed independently by DFSL since its founding in 1995 by Dr. Yaacov Frucht, who had previously served as a senior research leader at Rafael Advanced Defense Systems Ltd. The Company, based on its diligence and inquiries made of DFSL, is not aware of any continuing license, assignment, or contractual arrangement between DFSL and Rafael Advanced Defense Systems Ltd. with respect to the intellectual property underlying DFSL's LADAR detection technology, and DFSL owns its intellectual property exclusively, subject to (a) restrictions and conditions imposed under the IIA Law in respect of know-how developed with IIA grant funding, as further described below, and (b) any restrictions imposed by Israeli defense export control laws. DFSL has previously received grants from the IIA for the development of its anti-drone technology, and certain of DFSL's intellectual property may be subject to restrictions under the Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984 (the "IIA Law").

Zorronet's primary intellectual property consists of its proprietary AI software platform, including algorithms for pattern-of-life analysis, anomaly detection, dynamic scenario generation, and autonomous operational response. Zorronet does not currently hold any registered patents and relies primarily on trade secret protections for its software and algorithms.

Legacy BioPharma Business

Our legacy Pharma business is conducted through our wholly-owned subsidiary Delaware subsidiary Adaptive Phage Therapeutics LLC. Patent rights have been retained. Limited non-dilutive grant relationships associated with APT's legacy BX011 program have been retained.

The Company is exploring opportunities to commercialize the retained patent portfolio, including preliminary discussions with a pharmaceutical company regarding a potential collaboration.

Recent Developments

NYSE American Deficiency

On March 25, 2026, we received a written notice (the "Notice") from the NYSE American LLC (the "NYSE American") indicating that we are not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the "Company Guide") requiring a company to have stockholders' equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders' equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders' equity at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Notice also indicates that the Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million among other things).

In connection with our non-compliance with Section 1003(a)(i), Section 1003(a)(ii) and Section 1003(a)(iii), the Company was required to submit a plan (the "Plan") to the NYSE American by April 24, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards by September 25, 2027. If the NYSE American determines to accept the Plan, the Company will be notified in writing and will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company does not submit a plan or if the Plan is not accepted, NYSE American will commence delisting proceedings. Furthermore, if the Plan is accepted but the Company is not in compliance with the continued listing standards by September 25, 2027, or if the Company does not make progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

We submitted to NYSE American a compliance plan on April 24, 2026. As of the date of this report we have not received any update from NYSE American. There can be no assurance that our compliance plan will be accepted by NYSE American or that we will be able to regain compliance within the required timeframe. If our Common Stock is delisted from NYSE American, it could significantly impair the liquidity and market value of our securities, reduce the ability of our stockholders to purchase or sell shares, limit our ability to raise additional capital through public offerings, and adversely affect the perception of our Company among investors, customers, and business partners. Delisting could also trigger defaults or acceleration provisions under our outstanding convertible notes and other instruments, which could have a material adverse effect on our financial condition.

Consolidated Results of Operations

Comparison of the Three Months Ended March 31, 2026 and March 31, 2025

The following table summarizes our consolidated results of operations for the three months ended March 31, 2026 and March 31, 2025:

		Three Months ended March 31,
		2026				2025
		USD in thousands
Research and development ("R&D") expenses, net			(315	)			5,250
General and administrative expenses			1,611				2,506
Operating loss			(1,296	)			(7,756	)
Other expenses (income)			147				(6	)
Net gain from deconsolidation of subsidiary			1,860				-
Interest expenses			(192	)			(5	)
Day one loss upon entering transaction			(5,226	)			-
Loss (income) from change in derivatives financial instruments measured at fair value			(14,056	)			914
Finance income, net			(377	)			(805	)
Loss (income) before tax			(19,140	)			(7,658	)
Tax expenses			-				(1	)
Net loss (income)			(19,140	)			(7,659	)
Basic and diluted loss per share of Common Stock			(7.38	)			(6.27	)
Weighted average number of shares used in computing basic and diluted loss per share of Common Stock			2,603,807				1,215,953

R&D expenses, net were $(0.3) million for the three months ended March 31, 2026, compared to $5.3 million for the three months ended March 31, 2025. The decrease of approximately $5.6 million was primarily attributable to (i) the reversal of previously recognized stock-based compensation expense following the cancellation of unvested awards held by departing employees of BiomX Israel, (ii) the discontinuation of the Phase 2b clinical trial of BX004 in December 2025 and the associated wind-down of program activities, and (iii) the deconsolidation of BiomX Ltd. effective February 4, 2026. Following the discontinuation of the BX004 program and the deconsolidation of BiomX Ltd., the Company does not anticipate further grant-funded R&D under the MTEC Base Agreement and is evaluating strategic alternatives with respect to the MTEC-funded technology.

General and administrative expenses were $1.6 million for the three months ended March 31, 2026, compared to $2.5 million for the three months ended March 31, 2025. The decrease of approximately $0.9 million was primarily attributable to the reversal of previously recognized stock-based compensation expense following the cancellation of unvested awards held by departing employees of BiomX Israel as described above, partially offset by increase in insurance and management compensation of former management which was paid out in the first quarter of 2026.

As a result of the foregoing, operating loss was $1.3 million for the three months ended March 31, 2026, compared to $7.8 million for the three months ended March 31, 2025, a decrease of approximately 83%.

Day 1 loss upon entering transaction was $5.2 million for the three months ended March 31, 2026, attributable to the issuance date fair value of the warrants and embedded conversion derivative issued in connection with the January 2026 private placement of Series Y Convertible Preferred Stock and accompanying warrants. There was no comparable amount in the three months ended March 31, 2025.

Loss from change in fair value of derivatives was $14.1 million for the three months ended March 31, 2026, compared to income from change in fair value of derivatives of $0.9 million for the three months ended March 31, 2025. The change was primarily attributable to the warrants and embedded conversion derivative issued in connection with the January 2026 private placement of Series Y Convertible Preferred Stock and the increase in the trading price of the Common Stock between the issuance date of the warrants issued in the January 2026 private placement and the exercise date in March 2026, which increased the fair value of the liability-classified warrants prior to their exercise.

Finance expense, net, was $0.4 for the three months ended March 31, 2026, compared to $0.8 million for the three months ended March 31, 2025. The decrease was primarily attributable reduction in transaction costs in the quarter ended March 31, 2025 which consisted of transaction costs incurred in connection with the February 2025 compared to transaction costs incurred in connection with the January 2026 private placement of Series Y Convertible Preferred Stock.

Net gain from deconsolidation of subsidiary was $1.9 million for the three months ended March 31, 2026, attributable to the deconsolidation of BiomX Ltd. following the commencement of insolvency proceedings in December 2025 and the appointment of a Trustee to BiomX Ltd. by the District Court of the Central District in Lod, Israel on January 25, 2026. As of February 4, 2026, following the deconsolidation, the assets and liabilities of BiomX Ltd. were no longer included in the Company's consolidated balance sheet. There was no comparable amount in the three months ended March 31, 2025.

Net loss was $19.1 million for the three months ended March 31, 2026, compared to $7.7 million for the three months ended March 31, 2025. The increase in net loss was primarily attributable to the non-cash warrant-related charges recognized in the three months ended March 31, 2026 (consisting of the $5.2 million Day 1 loss upon issuance of the January 2026 warrants and embedded conversion derivative and the $14.1 million loss from change in fair value of the liability-classified warrants prior to their exercise in March 2026), partially offset by the $1.9 million net gain on the deconsolidation of BiomX Ltd. and the $6.5 million decrease in operating loss between the periods.

Basic and diluted loss per share of Common Stock was $(7.38) for the three months ended March 31, 2026, compared to $(6.27) for the three months ended March 31, 2025 (as retroactively adjusted to reflect the 1-for-19 reverse stock split effected on November 25, 2025). The decrease in loss per share was primarily attributable to the increase in the weighted average number of shares of Common Stock outstanding from 1,215,953 shares for the three months ended March 31, 2025 to 2,603,807 shares for the three months ended March 31, 2026, more than offsetting the increase in net loss between the periods.

Liquidity and Capital Resources

As of December 31, 2025, we had cash, cash equivalents and restricted cash of approximately $5.0 million, and a stockholders' capital deficiency of approximately $1.3 million. As of March 31, 2026, we had cash, cash equivalents and restricted cash of approximately $1.2 million.

On July 7, 2026, the $1.25 million non-convertible promissory note issued to Water IO Ltd. in connection with the ZorroNet Acquisition described in Note 13 is scheduled to mature. Repayment of this obligation when due may require the Company to draw upon other sources of liquidity, including under the Mandragola Credit Line.

During the three months ended March 31, 2026, warrants held by Pyu Pyu in the gross amount of approximately $3.3 million were exercised by assignees of Pyu Pyu on March 19, 2026, following the amendment of those warrants on March 13, 2026 to reduce the exercise price from $2.00 per share to $1.00 per share and shorten the warrant term to December 31, 2026. At the request of the Company, the warrant exercise proceeds were remitted in April 2026, directly to Mandragola and to DFSL in order to pay in part the cash component of the DFSL acquisiton and to satisfy the $3 million note that Mandraola paid to DFSL as part of the acquisition. In addition, between March 11, 2026 and March 17, 2026, Pyu Pyu converted all of its outstanding Series Y Convertible Preferred Stock into 1,650,000 shares of our Common Stock, which conversion was non-cash. We did not make any sales of Common Stock under our 2023 ATM Agreement (as defined below) during the three months ended March 31, 2026.

On April 10, 2026, we completed the acquisition of Zorronet in exchange for 1,300,000 shares of our Common Stock and a non-convertible promissory note in the principal amount of $1,250,000 maturing July 7, 2026, plus the assumption of an earnout payment obligation payable not later than March 31, 2027 and certain key-employee retention commitments. On April 13, 2026, we exercised our option and acquired a 60% interest in DFSL in consideration for $750,000 in cash (of which $450,000 had been previously advanced), which cash consideration was funded in part with proceeds received in April 2026 from the warrant exercises described above, an unsecured convertible promissory note in the principal amount of $3,000,000, pre-funded warrants and five-year warrants exercisable for shares of our Common Stock, and a revenue-based bonus right, in each case subject in part to stockholder approval under NYSE American rules. In connection with the DFSL acquisition, Mandragola agreed to provide a credit line on mutually agreed terms to support DFSL's development and debt payments. We have also committed to fund X Security's 2026 operations with over $3.0 million from internal funds.

Several outstanding instruments may dilute existing stockholders and affect our future liquidity and capital structure. As of March 31, 2026, the Company had 147,512 shares of Series X Redeemable Convertible Preferred Stock outstanding, which are convertible into shares of our Common Stock at a conversion ratio of approximately 5.265 shares of Common Stock per share of Series X (or approximately 776,648 shares of Common Stock in the aggregate). Following the April 13, 2026 acquisition of DFSL, the Company is obligated, subject to stockholder approval under NYSE American rules and within 120 days of closing, to seek the stockholder approvals required to issue Common Stock above the 19.99% threshold in connection with the Mandragola convertible note (principal amount of $3,000,000), the Mandragola pre-funded warrants and the Mandragola five-year warrant. There can be no assurance that such stockholder approvals will be obtained, and a failure to obtain such approvals could affect the availability of the Mandragola credit line and the Company's ability to satisfy its obligations to Mandragola.

On May 13, 2026, the Company and Mandragola entered into a Line of Credit Agreement establishing a revolving line of credit of up to $2,000,000 (the "Credit Line") available to the Company or any operating subsidiary, including DFSL and ZorroNet. Each advance is evidenced by a convertible promissory note bearing simple annual interest at 12% and convertible into shares of the Company's Common Stock at the closing price of the Common Stock on the trading day immediately preceding delivery of the notice of conversion. The maturity date of each Credit Line Note is May 13, 2029. The parties agreed that prior advances made by Mandragola in respect of the DFSL Acquisition are deemed to be advances within the Credit Limit. As additional consideration for making the Credit Line available, the Company also issued to Mandragola a five-year warrant to purchase up to 2,000,000 shares of Common Stock at an exercise price of $12.00 per share, which warrant includes a cashless exercise feature. The issuance of shares of Common Stock upon exercise of the warrant is subject to obtaining stockholder approval as required by the applicable rules and regulations of the NYSE American LLC. The Company intends to use commercially reasonable efforts to obtain such stockholder approval as promptly as practicable. The Audit Committee approved the Credit Line as a related party transaction on the basis that Mandragola is a holder of more than 5% of the Company's outstanding Common Stock following the closing of the DFSL Acquisition

Our principal sources of liquidity for the foreseeable future are expected to include operating revenues from our new operating subsidiaries, proceeds from any future capital raises (including under any future at-the-market offering program), the Mandragola credit line entered into on May 13, 2026, non-dilutive government grants associated with retained legacy assets, and cost-discipline measures at the parent-company level. Because our new operating subsidiaries Zorronet and DFSL only became consolidated subsidiaries in April 2026, the financial statements included in this Quarterly Report do not yet reflect their performance. The Company expects that the operating results and cash flows of these businesses, and we expect those results to begin appearing in the Company's consolidated financial statements beginning in the second quarter of 2026.

Our ability to raise additional capital, including under any contemplated future at-the-market offering program, is subject to market conditions, the trading price and trading volume of our Common Stock, our public float, the rules of the NYSE American (including with respect to the issuance of shares in excess of 19.99% of our outstanding Common Stock), and other factors outside of our control. We have implemented, and intend to continue, cost-discipline measures at the parent-company level. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to support and expand our business, integrate our recently acquired operating subsidiaries, and respond to business challenges could be significantly limited. As a result of the foregoing, management believes that there is substantial doubt as to our ability to continue as a going concern. Based on the Company's current cash and projected operating needs, management believes the Company's funds will be sufficient to fund operations only for the next several months following the date of issuance of the condensed consolidated interim financial statements.

Cash Flows

The following table summarizes our sources and uses of cash for the three months ended March 31, 2026 and 2025:

		Three Months Ended March 31,
		2026				2025
		USD in thousands
Net cash used in operating activities			(5,414	)			(8,712	)
Net cash provided by investing activities			(996	)			51
Net cash provided by financing activities			2,623				11,913
Net increase (decrease) in cash and cash equivalents			(3,787	)			3,252
Effect of exchange rate changes on cash and cash equivalents and restricted cash			-				3

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 was $5.4 million, primarily driven by the net loss for the period of $19.1 million, adjusted for non-cash items including the $14.1 million loss from change in fair value of liability-classified warrants, the $5.2 million Day 1 loss recognized upon issuance of the January 2026 warrants, and $0.2 million of value attributable to warrants issued in connection with the private placement, partially offset by the $1.9 million reversal of previously recognized stock-based compensation expense and the $1.9 million gain on deconsolidation of BiomX Ltd. Operating cash flows were further affected by an increase in other current assets of $1.4 million and a decrease in other accounts payable of $1.2 million, partially offset by an increase in trade accounts payable of $0.3 million.

Net cash used in operating activities for the three months ended March 31, 2025 was $8.7 million , primarily driven by our R&D, general and administrative expenses, as well as changes in our operating assets and liabilities of $1.0 million. Non-cash charges for the three months ended March 31, 2025 consisted primarily of income from change in fair value of warrants of $0.9 million, stock-based compensation expenses of 0.7 million and depreciation expenses of $0.2 million. Net changes in our operating assets and liabilities consisted primarily of a decrease in trade accounts payable of $0.2 million, as well as a decrease in other accounts payable of $1.1 million and a decrease in other current assets of $0.2 million.

Investing Activities

During the three months ended March 31, 2026, net cash used in investing activities was $1.0 million, consisting of the cash and cash equivalents derecognized upon the loss of control of BiomX Ltd. on February 4, 2026.

During the three months ended March 31, 2025, net cash provided by investing activities was approximately $51 thousand, consisting of proceeds from the sale of property and equipment.

We have invested, and plan to continue to invest, our existing cash in short-term investments in accordance with our investment policy. These investments may include money market funds and investment securities consisting of U.S. Treasury notes, and high quality, marketable debt instruments of corporations and government sponsored enterprises.

Financing Activities

During the three months ended March 31, 2026, net cash provided by financing activities was $2.6 million, consisting of net proceeds from the January 2026 private placement of Series Y Convertible Preferred Stock and accompanying warrants. The Company also received $3.3 million of gross proceeds from the exercise of warrants by the holder of the Series Y Convertible Preferred Stock on March 19, 2026; as of March 31, 2026, those proceeds were recorded as a receivable on account of shares in the Company's condensed consolidated balance sheets and were collected after the period end.

Going Concern

The Company has incurred significant losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $236.0 million as of March 31, 2026. The Company expects to continue to incur losses for the foreseeable future. Management believes that the Company's current funds, including the $3.0 million in gross proceeds raised in January 2026 from the issuance of Series Y Convertible Preferred Stock and the $3.3 million in gross proceeds raised in March 2026 from the cash exercise of the warrants issued in connection with the Series Y Convertible Preferred Stock, together with revenue and cash flows expected to be generated by the Company's recently acquired operating subsidiaries DFSL and ZorroNet will be sufficient to fund operations only for the next several months from the date of issuance of the condensed consolidated interim financial statements. The Company's ability to continue as a going concern depends on its ability to obtain additional financing or to generate sufficient operating cash flows from its newly acquired subsidiaries, neither of which can be assured. These factors raise substantial doubt about the Company's ability to continue as a going concern. The condensed consolidated interim financial statements have been prepared on a going concern basis and do not include any adjustments that may result from the outcome of these uncertainties.

Outlook

We have incurred an accumulated deficit of approximately $236.0 million as of March 31, 2026, compared with approximately $216.9 million as of December 31, 2025, substantially all of which is attributable to our legacy phage therapy operations and pre-restructuring corporate expenses. To date, we have not generated material revenue from operations. Our cash needs are expected to increase as we integrate our recently acquired operating subsidiaries and fund the launch of X Security. We expect to generate revenues from the sale and deployment of DFSL's LADAR-based detection systems, from project-based and recurring software-as-a-service engagements at Zorronet, and from X Security's contemplated distribution arrangements, beginning in the second quarter of 2026. We also expect to receive non-dilutive grant funding associated with APT's legacy BX011 program. There can be no assurance, however, that revenue generated during 2026 will exceed our cost of operations.

Consistent with our anticipated near-term operating losses, we expect to continue to incur losses in the foreseeable future. To the extent we require funds above our existing liquidity resources in the medium and long term, we plan to fund our operations, the integration of the new operating subsidiaries, and the build-out of X Security through future issuances of public or private equity, issuance of debt securities, the pending Mandragola credit line, and possibly additional grants from the Israel Innovation Authority, the Medical Technology Enterprise Consortium ("MTEC"), or other government or non-profit institutions. Our ability to raise additional capital in the equity and debt markets is dependent on a number of factors including, but not limited to, market demand for our securities, the trading price and trading volume of our Common Stock, our compliance with the continued listing standards of the NYSE American, the dilutive impact of any contemplated offering on existing stockholders, and the timing and outcome of any NYSE Regulation review of our compliance posture under Sections 1003(a) and 1003(c) of the NYSE American Company Guide.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated interim financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant estimates in the Company's financial statements for the three months ended March 31, 2026 relate to the valuation and accounting classification of the Series Y Convertible Preferred Stock and the warrants issued in connection therewith and the valuation of other financial instruments fair value. There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025, other than as described in the notes to our condensed consolidated interim financial statements with respect to the accounting for the Series Y Convertible Preferred Stock and accompanying warrants and the deconsolidation of BiomX Ltd.