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BiomX (PHGE)

Document And Entity Information

Document And Entity Information - shares3 Months Ended
Mar. 31, 2021May 20, 2021
Document Information Line Items
Entity Registrant NameBiomX Inc.
Document Type10-Q
Current Fiscal Year End Date--12-31
Entity Common Stock, Shares Outstanding24,326,719
Amendment Flagfalse
Entity Central Index Key0001739174
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Document Period End DateMar. 31,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companyfalse
Entity Ex Transition Periodtrue
Entity File Number001-38762
Entity Incorporation, State or Country CodeDE
Entity Interactive Data CurrentYes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Current assets
Cash and cash equivalents $ 39,411 $ 36,477
Restricted cash976 763
Short-term deposits13,205 19,851
Other current assets2,943 3,576
Total current assets56,535 60,667
Property and equipment, net3,531 2,228
Intangible assets, net2,658 3,038
Operating lease right-of-use assets4,338 4,430
Total non-current assets10,527 9,696
Total asset67,062 70,363
Current liabilities
Trade account payables2,685 2,320
Other account payables4,350 3,978
Current portion of operating lease liabilities763 863
Total current liabilities7,798 7,161
Non-current liabilities
Operating lease liabilities, net of current portion4,738 5,032
Contingent considerations572 701
Total non-current liabilities5,310 5,733
Commitments and Contingent Considerations
Stockholders’ equity
Preferred stock, $0.0001 par value; Authorized – 1,000,000 shares as of March 31, 2021 and December 31, 2020. No shares issued and outstanding as of March 31, 2021 and December 31, 2020
Common stock, $0.0001 par value; Authorized - 60,000,000 shares as of March 31, 2021 and December 31, 2020. Issued - 24,247,040 shares as of March 31, 2021 and 23,270,337 shares as of December 31, 2020. Outstanding - 24,241,340 shares as of March 31, 2021 and 23,264,637 shares as of December 31, 2020.2 2
Additional paid in capital134,612 129,725
Accumulated deficit(80,660)(72,258)
Total stockholders’ equity53,954 57,469
Total liabilities and shareholders' equity $ 67,062 $ 70,363

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / sharesMar. 31, 2021Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares Authorized1,000,000 1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock shares Authorized60,000,000 60,000,000
Common stock shares Issued24,247,040 23,270,337
Common stock shares Outstanding24,241,340 23,264,637

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Income Statement [Abstract]
Research and development (“R&D”) expenses, net $ 5,794 $ 3,529
Amortization of intangible assets379 379
General and administrative expenses2,497 2,058
Operating loss8,670 5,966
Finance income, net(271)(65)
Loss before tax8,399 5,901
Tax expenses3
Net loss $ 8,402 $ 5,901
Basic and diluted loss per share of Common Stock (in Dollars per share) $ 0.35 $ 0.26
Weighted average number of shares of Common Stock outstanding, basic and diluted (in Shares)23,944,573 22,897,723

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in ThousandsCommon StockAdditional Paid-in CapitalAccumulated DeficitTotal
Balance at Dec. 31, 2019 $ 2 $ 126,626 $ (42,172) $ 84,456
Balance (in Shares) at Dec. 31, 201922,862,835
Exercise of stock options [1]106 106
Exercise of stock options (in Shares)57,325
Stock-based compensation expenses 337 337
Net loss (5,901)(5,901)
Balance at Mar. 31, 2020 $ 2 127,069 (48,073)78,998
Balance (in Shares) at Mar. 31, 202022,920,160
Balance at Dec. 31, 2020 $ 2 129,725 (72,258)57,469
Balance (in Shares) at Dec. 31, 202023,264,637
Exercise of stock options [1]23 23
Exercise of stock options (in Shares)12,646
Exercise of warrants[2] [1]
Exercise of warrants (in Shares)[2]362,383
Issuance of Common Stock under Open Market Sales Agreement, net of $134 issuance costs [1]4,334 4,334
Issuance of Common Stock under Open Market Sales Agreement, net of $134 issuance costs (in Shares)601,674
Stock-based compensation expenses 530 530
Net loss (8,402)(8,402)
Balance at Mar. 31, 2021 $ 2 $ 134,612 $ (80,660) $ 53,954
Balance (in Shares) at Mar. 31, 202124,241,340
[1]Less than $1.
[2]See Note 5B.

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)
Statement of Stockholders' Equity [Abstract]
Net of issuance expenses $ 134

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
CASH FLOWS – OPERATING ACTIVITIES
Net loss $ (8,402) $ (5,901)
Adjustments required to reconcile cash flows used in operating activities:
Depreciation and amortization555 501
Stock-based compensation530 337
Finance expense (income), net26 (179)
Revaluation of contingent considerations(129)56
Changes in operating assets and liabilities:
Other receivables633 388
Trade account payables365 (1,838)
Other account payables372 (216)
Operating lease liabilities, net(302)(48)
Related parties 50
Net cash used in operating activities(6,352)(6,850)
CASH FLOWS – INVESTING ACTIVITIES
Investment in short-term deposits(34)(49)
Proceeds from short-term deposits6,680
Purchases of property and equipment(1,478)(280)
Net cash provided by (used in) investing activities5,168 (329)
CASH FLOWS – FINANCING ACTIVITIES
Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs4,334
Outflows in connection with current assets and liabilities acquired in reverse recapitalization (75)
Exercise of stock options23 106
Net cash provided by financing activities4,357 31
Increase (decrease) in cash and cash equivalents and restricted cash3,173 (7,148)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(26)179
Cash and cash equivalents and restricted cash at the beginning of the period37,240 72,410
Cash and cash equivalents and restricted cash at the end of the period $ 40,387 $ 65,441

General

General3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
GENERALNOTE
1 – GENERAL
A. General
information: BiomX
Inc. (formerly known as Chardan Healthcare Acquisition Corp., individually prior to BiomX Inc.’s acquisition of 100% of the outstanding
shares of BiomX Israel Ltd. (the “Recapitalization Transaction”, “BiomX Israel” respectively), and together with
its subsidiaries, BiomX Ltd. and RondinX Ltd., after the Recapitalization Transaction, the “Company” or “BiomX”)
was incorporated as a blank check company on November 1, 2017, under the laws of the state of Delaware, for the purpose of entering into
a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one
or more businesses or entities. On
October 28, 2019, the Company was renamed BiomX Inc. and the Company’s shares of Common Stock, units, and warrants began trading
on the NYSE American under the symbols PHGE, PHGE.U, and PHGE.WS, respectively. On
February 6, 2020, the Company’s Common Stock also began trading on the Tel-Aviv Stock Exchange. To
date, the Company has not generated revenue from its operations. As of March 31, 2021, the Company had a cash and cash equivalents and
restricted cash balance of approximately $40,387 and short-term deposits of approximately $13,205, which management believes is sufficient
to fund its operations for more than 12 months from the date of issuance of these condensed consolidated financial statements and sufficient
to fund its operations necessary to continue development activities of its current proposed products. Consistent
with its continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable
future. The Company plans to continue to fund its current operations, as well as other development activities relating to additional
product candidates, through future issuances of debt and/or equity securities and possibly additional grants from the Israel Innovation
Authority (“IIA”) and other government institutions. The Company’s ability to raise additional capital in the equity
and debt markets is dependent on a number of factors including, but not limited to, the market demand for the Company’s Common
Stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company
would be able to raise such additional capital at a price or on terms that are favorable to it.

Significant Accounting Policies

Significant Accounting Policies3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting PoliciesNOTE
2 – SIGNIFICANT
ACCOUNTING POLICIES
A. Unaudited
Condensed Financial Statements The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by
GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have
been included (consisting only of normal recurring adjustments except as otherwise discussed). The
financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, that the Company filed with the U.S. Securities and Exchange
Committee (the “SEC”) on March 31, 2021.
B. Principles
of Consolidation The
condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions
have been eliminated upon consolidation.
C. Use
of Estimates in the Preparation of Financial Statements The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of
expenses during the reported years. Actual results could differ from those estimates.
D. Reclassification Certain
prior year amounts have been reclassified to conform to the current year presentation.
E. Recent
Accounting Standards In
June 2016, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2016-13, “Financial Instruments – Credit Losses,” to improve information on credit losses for financial assets and
net investment in leases that are not accounted for at fair value through net income. ASU No. 2016-13 replaces the current incurred loss
impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning
on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant
impact on its condensed consolidated financial statements and related disclosures. In
August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.”
The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently,
more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion
features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception,
which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain
areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted
for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not expect that the
adoption of this standard will have a significant impact on its condensed consolidated financial statements and related disclosures.
F. Derivatives
Activity The
Company uses foreign exchange contracts (mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign
exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts,
the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income),
net in the condensed consolidated statements of operations. As of March 31, 2021, the Company had outstanding foreign exchange contracts
in the amount of approximately $5,219. As of March 31, 2020, the Company had no outstanding foreign exchange contracts.
G. Fair
Value of Financial Instruments The
fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses,
and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance
with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair
value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants,
principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect
the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation
techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection
and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics
of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820
must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for
inputs and resulting measurement as follows: Level
1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities. Level
2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted
prices, and inputs that are not directly observable but are corroborated by observable market data. Level
3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There
were no changes in the fair value hierarchy levelling during the period ended March 31, 2021 and year ended December 31, 2020. The
following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a
recurring basis:
March
31, 2021
Level
1 Level
2 Level
3 Fair
Value
Assets:
Cash
equivalents:
Money
market funds 30,000 - - 30,000
30,000 - - 30,000
Liabilities:
Contingent
considerations - - 572 572
- - 572 572
December
31, 2020
Level
1 Level
2 Level
3 Fair
Value
Assets:
Cash
equivalents:
Money
market funds 30,000 - - 30,000
30,000 - - 30,000
Liabilities:
Contingent
considerations - - 701 701
- - 701 701 Financial
instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other
current assets, trade accounts payable and other current liabilities, due to their short-term nature.

Acquisition of Subsidiary

Acquisition of Subsidiary3 Months Ended
Mar. 31, 2021
Discloseof Acquisitionof Subsidiary [Abstract]
ACQUISITION OF SUBSIDIARYNOTE
3 – ACQUISITION
OF SUBSIDIARY In
November 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd. In accordance with the share purchase
agreement, BiomX Israel acquired 100% control and ownership of RondinX Ltd. for consideration valued at $4,500. The consideration included
the issuance of 250,023 Preferred A Shares, the issuance of warrants to purchase an aggregate of 4,380 Series A-1 preferred shares, and
additional contingent consideration. As part of the Recapitalization Transaction the Company issued shares of Common Stock in exchange
for outstanding ordinary shares and all the preferred shares of BiomX Israel. The number of shares prior to the Recapitalization Transaction
has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization
Transaction. The contingent consideration is based on the attainment of future clinical, developmental, regulatory, commercial and strategic
milestones relating to product candidates for treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements
with certain third parties and may require the Company to issue 567,729 shares of Common Stock upon the attainment of certain milestones,
as well as make future cash payments and/or issue additional shares of the most senior class of the Company’s shares authorized
or outstanding as of the time the payment is due, or a combination of both of up to $32,000 within ten years from November 2017, the
closing of the agreement, and/or the entering of agreements with certain third parties or their affiliates that include a qualifying
up-front fee and is entered into within three years from the closing of the agreement. No such agreement was entered into within
three years from the closing. The Company has the discretion of determining whether milestone payments will be made in cash or by issuance
of shares of Common Stock. The
contingent consideration is accounted for at fair value (Level 3). There were no changes in the fair value hierarchy leveling during
the quarter ended March 31, 2021 and year ended December 31, 2020. The
condensed consolidated financial statements as of March 31, 2021 and December 31, 2020 include a liability with respect to this agreement
in the amount of $79 and $83, respectively.

Commitments and Contingent Cons

Commitments and Contingent Considerations3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENT CONSIDERATIONSNOTE
4 –
COMMITMENTS
AND CONTINGENT CONSIDERATIONS
A. In
April 2019, the IIA approved an application for a total budget of NIS 4,221 (approximately
$1,185). The IIA funded 30% of the approved budget. The program was for the period beginning
from July 2018 through June 2019. As of March 31, 2021, BiomX Israel has received all funds
with respect to this program. In
December 2019, the IIA approved an application for a total budget of NIS 10,794 (approximately $3,123). The IIA funded 30% of the
approved budget. The program was for the period beginning from July 2019 through December 2019. As of March 31, 2021, BiomX Israel
had submitted the final report to the IIA for this program. Refer to Note 7A for additional information regarding funds received
for this application. In
April 2020, the IIA approved an application for a total budget of NIS 15,562 (approximately $4,287). The IIA committed to fund 30%
of the approved budget. The program was for the period beginning January 2020 through December 2020. As of March 31, 2021, the Company
received NIS 1,634 (approximately $450) from the IIA with respect to this program. BiomX Israel has not yet submitted the final report
to the IIA for this program. In
March 2021, the IIA approved two new applications for a total budget of NIS 19,444 (approximately $5,874). The IIA committed to fund
30% of the approved budget. The program is for the period beginning January 2021 through December 2021. As of March 31, 2021, BiomX
Israel had not yet received funds from the IIA with respect to the programs. According
to the agreement with the IIA, BiomX Israel will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated
grant received including annual interest of LIBOR linked to the dollar. BiomX Israel may be required to pay additional royalties
upon the occurrence of certain events as determined by the IIA, that are within the control of BiomX Israel. No such events have
occurred or were probable of occurrence as of the balance sheet date with respect to these royalties. 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 March 31, 2021; therefore, no liability was recorded in these condensed consolidated financial statements. Through
March 31, 2021, total grants approved from the IIA aggregated to approximately $6,212 (NIS 21,863). Through March 31, 2021, the Company
had received an aggregate amount of $2,691 (NIS 9,757) in the form of grants from the IIA. As of March 31, 2021, the Company had
a contingent obligation to the IIA in the amount of approximately $3,338 including annual interest of LIBOR linked to the dollar.
B . On
September 1, 2020 (“Effective Date”), BiomX Israel entered into a research collaboration
agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration
on biomarker discovery for inflammatory bowel disease (“IBD”). Under the agreement,
BiomX Israel is eligible to receive fees totaling $439 in installments of $50 within 60 days
of the Effective Date, $100 upon receipt of the BI materials, $150 upon the completion of
data processing and $139 upon delivery of the Final Report of observations and Results of
the Project (as such terms are defined within the agreement). Unless terminated earlier,
this agreement will remain in effect until one year after the Effective Date or completion
of the Project Plan (as defined in the agreement) and submission and approval of the Final
Report. The Company implements ASU 2018-18, “Collaborative Arrangements (Topic 808),”
with respect to this agreement. As of March 31, 2021, consideration of $300 had been received.

Stockholders Equity

Stockholders Equity3 Months Ended
Mar. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS EQUITYNOTE
5 –
STOCKHOLDERS
EQUITY
A. Share
Capital: At-the-market
Sales Agreement: In
December 2020, pursuant to a registration statement on Form S-3 declared effective by the Securities and Exchange Commission on December
11, 2020, the Company entered into an Open Market Sales Agreement (“ATM Agreement”) with Jefferies LLC. (“Jefferies”),
which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time
to time, to offer and sell shares of Common Stock with an aggregate offering price of up to $50,000, with Jefferies acting as sales agent.
During the three months ended March 31, 2021, the Company sold 601,674 shares of Common Stock under the ATM Agreement, at an average
price of $7.20 per share, raising aggregate net proceeds of approximately $4,334, after deducting an aggregate commission of $134.
B. Stock-based
Compensation: In
2019, the Company adopted a new incentive plan (the “2019 Plan”) to grant 1,000 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 (“Evergreen Amount”). 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 the Evergreen Amount. On January 1, 2020
and January 1, 2021, the number of shares of Common Stock available to grant under the 2019 Plan was increased by 914,741 and 930,813,
respectively, to an aggregate of 1,846,554 shares. On
March 30, 2021, the Board of Directors approved the grant of 985,530 options to 94 employees, including five senior officers, one
consultant, and six directors under the 2019 Plan, without consideration. Options were granted at an exercise price of $7.02 per share
with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the
occurrence of both a change in control of the Company and the end of their engagement with the Company. The
fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using
the following assumptions:
Three
Months Ended March
31,
2021 2020
Underlying
value of Common Stock ($) 7.02 6.21
Exercise price ($) 7.02 6.21
Expected
volatility (%) 85.0 85.0
Term
of the option (years) 6.11 6.11
Risk-free
interest rate (%) 1.17 0.52 The
cost of the benefit embodied in the options granted during the three months ended March 31, 2021, based on their fair value as at the
grant date, is estimated to be approximately $5,138. These amounts will be recognized in statements of operations over the vesting period.
(1) A
summary of options granted to purchase the Company’s Common Stock under the Company’s share option plans is as follows:
For
the Three Months Ended
Number
of Weighted Aggregate
Outstanding
at the beginning of period 3,569,766 3.12 12,338
Granted 985,530 7.02
Forfeited (78,854 ) 3.86
Exercised (12,646 ) 1.84
Outstanding
at the end of period 4,463,796 3.97 14,612
Exercisable
at the end of period 2,135,586
Weighted
average remaining contractual life of outstanding options – years as of March 31, 2021 7.91 Warrants: As
of March 31, 2021, the Company had the following outstanding warrants to purchase Common Stock:
Warrant Issuance
Date Expiration Exercise Number
of
Private
Warrants issued to Yeda (see 1 below) May
11, 2017 May
11, 2025 (* ) -
Private
Warrants issued to scientific founders (see 2 below) November
27, 2017 - 2,974
2,974
(*) less
than $0.001.
1. In
May 2017, in accordance with a license agreement, the Company issued to Yeda Research and
Development Company Limited (“Yeda”), for nominal consideration, 591,382 warrants
to purchase Common Stock at $0.0001 nominal value, for nominal consideration. Yeda had the
option to exercise the warrants on a cashless basis. In 2020, the license agreement was terminated. On
March 10, 2021, Yeda exercised 362,444 warrants on a cashless basis, resulting in the issuance of 362,383 shares of Common Stock. The
remainder of the warrants were cancelled as part of the termination of the license agreement. Expenses
and income are included in R&D expenses, net in the condensed consolidated statements of operations. For the three months ended
March 31, 2021 and March 31, 2020, the Company did not record any expenses.
236,552
warrants were fully vested and exercisable on the date of their issuance. The remainder of
the warrants would have vested and become exercisable subject to achievement of certain milestones.
During
2020, 236,553 warrants were cancelled following termination of the license agreement.
As
of December 31, 2020, 118,277 warrants were vested as the license agreement was terminated
after the second anniversary with no milestone having been attained.
2. In
November 2017, BiomX Israel issued 7,615 warrants to Yeda and 2,974 warrants to its scientific founders. All 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.
(2) The
following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operations:
Three
Months Ended
2021 2020
Research
and development expenses, net 331 192
General
and administrative 199 145
530 337

Basic and Diluted Loss Per Shar

Basic and Diluted Loss Per Share3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]
BASIC AND DILUTED LOSS PER SHARENOTE 6 – BASIC
AND DILUTED LOSS PER SHARE The
basic and diluted net loss per share and weighted average number of shares of Common Stock used in the calculation of basic and diluted
net loss per share are as follows:
Three
Months Ended
2021 2020
Net
loss 8,402 5,901
Net
loss per share 0.35 0.26
Weighted
average number of shares of Common Stock 23,944,573 22,897,723

Subsequent Events

Subsequent Events3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE 7 – SUBSEQUENT
EVENTS
A. In
April 2021, BiomX Israel received $992 (NIS 3,238) with respect to the December 2019 IIA
approved program.
B. From
April 1, 2021 through May 20, 2021, the Company issued an aggregate of 79,679 shares of Common
Stock pursuant to the ATM Agreement for aggregate net proceeds of $503.
C. In
May 2021, BiomX Israel received $625 (NIS 2,042) with respect to the March 2021 IIA approved
programs.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Unaudited condensed financial statementsA. Unaudited
Condensed Financial Statements The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by
GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have
been included (consisting only of normal recurring adjustments except as otherwise discussed). The
financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, that the Company filed with the U.S. Securities and Exchange
Committee (the “SEC”) on March 31, 2021.
Principles of consolidationB. Principles
of Consolidation The
condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions
have been eliminated upon consolidation.
Use of Estimates in the Preparation of Financial StatementsC. Use
of Estimates in the Preparation of Financial Statements The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of
expenses during the reported years. Actual results could differ from those estimates.
ReclassificationD. Reclassification Certain
prior year amounts have been reclassified to conform to the current year presentation.
Recent Accounting standardsE. Recent
Accounting Standards In
June 2016, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2016-13, “Financial Instruments – Credit Losses,” to improve information on credit losses for financial assets and
net investment in leases that are not accounted for at fair value through net income. ASU No. 2016-13 replaces the current incurred loss
impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning
on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant
impact on its condensed consolidated financial statements and related disclosures. In
August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.”
The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently,
more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion
features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception,
which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain
areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted
for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not expect that the
adoption of this standard will have a significant impact on its condensed consolidated financial statements and related disclosures.
Derivatives ActivityF. Derivatives
Activity The
Company uses foreign exchange contracts (mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign
exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts,
the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income),
net in the condensed consolidated statements of operations. As of March 31, 2021, the Company had outstanding foreign exchange contracts
in the amount of approximately $5,219. As of March 31, 2020, the Company had no outstanding foreign exchange contracts.
Fair Value of Financial InstrumentsG. Fair
Value of Financial Instruments The
fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses,
and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance
with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair
value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants,
principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect
the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation
techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection
and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics
of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820
must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for
inputs and resulting measurement as follows: Level
1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities. Level
2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted
prices, and inputs that are not directly observable but are corroborated by observable market data. Level
3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There
were no changes in the fair value hierarchy levelling during the period ended March 31, 2021 and year ended December 31, 2020. The
following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a
recurring basis:
March
31, 2021
Level
1 Level
2 Level
3 Fair
Value
Assets:
Cash
equivalents:
Money
market funds 30,000 - - 30,000
30,000 - - 30,000
Liabilities:
Contingent
considerations - - 572 572
- - 572 572
December
31, 2020
Level
1 Level
2 Level
3 Fair
Value
Assets:
Cash
equivalents:
Money
market funds 30,000 - - 30,000
30,000 - - 30,000
Liabilities:
Contingent
considerations - - 701 701
- - 701 701 Financial
instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other
current assets, trade accounts payable and other current liabilities, due to their short-term nature.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of financial assets and liabilitiesMarch
31, 2021
Level
1 Level
2 Level
3 Fair
Value
Assets:
Cash
equivalents:
Money
market funds 30,000 - - 30,000
30,000 - - 30,000
Liabilities:
Contingent
considerations - - 572 572
- - 572 572
December
31, 2020
Level
1 Level
2 Level
3 Fair
Value
Assets:
Cash
equivalents:
Money
market funds 30,000 - - 30,000
30,000 - - 30,000
Liabilities:
Contingent
considerations - - 701 701
- - 701 701

Stockholders Equity (Tables)

Stockholders Equity (Tables)3 Months Ended
Mar. 31, 2021
Stockholders Equity (Tables) [Line Items]
Schedule of black-scholes option-pricing modelThree
Months Ended March
31,
2021 2020
Underlying
value of Common Stock ($) 7.02 6.21
Exercise price ($) 7.02 6.21
Expected
volatility (%) 85.0 85.0
Term
of the option (years) 6.11 6.11
Risk-free
interest rate (%) 1.17 0.52
Schedule of options granted to purchase common stockFor
the Three Months Ended
Number
of Weighted Aggregate
Outstanding
at the beginning of period 3,569,766 3.12 12,338
Granted 985,530 7.02
Forfeited (78,854 ) 3.86
Exercised (12,646 ) 1.84
Outstanding
at the end of period 4,463,796 3.97 14,612
Exercisable
at the end of period 2,135,586
Weighted
average remaining contractual life of outstanding options – years as of March 31, 2021 7.91
Schedule of share-based payment expensesThree
Months Ended
2021 2020
Research
and development expenses, net 331 192
General
and administrative 199 145
530 337
Warrant [Member]
Stockholders Equity (Tables) [Line Items]
Schedule of outstanding warrantsWarrant Issuance
Date Expiration Exercise Number
of
Private
Warrants issued to Yeda (see 1 below) May
11, 2017 May
11, 2025 (* ) -
Private
Warrants issued to scientific founders (see 2 below) November
27, 2017 - 2,974
2,974
(*) less
than $0.001.

Basic and Diluted Loss Per Sh_2

Basic and Diluted Loss Per Share (Tables)3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]
Schedule of calculation of basic and diluted net loss per shareThree
Months Ended
2021 2020
Net
loss 8,402 5,901
Net
loss per share 0.35 0.26
Weighted
average number of shares of Common Stock 23,944,573 22,897,723

General (Details)

General (Details) - USD ($) $ in ThousandsOct. 28, 2019Mar. 31, 2021Dec. 31, 2020Mar. 31, 2020Dec. 31, 2019
Accounting Policies [Abstract]
Recapitalization transaction, percentage100.00%
Risk factors, descriptionthe Company had a cash and cash equivalents and restricted cash balance of approximately $40,387 and short-term deposits of approximately $13,205, which management believes is sufficient to fund its operations for more than 12 months from the date of issuance of these condensed consolidated financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products.
Cash and cash equivalents and restricted cash balance $ 40,387 $ 37,240 $ 65,441 $ 72,410
Short-term deposits $ 13,205

Significant Accounting Polici_3

Significant Accounting Policies (Details) $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)
Accounting Policies [Abstract]
Outstanding foreign exchange $ 5,219

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of financial assets and liabilities - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Assets:
Money market funds $ 30,000 $ 30,000
Total assets30,000 30,000
Liabilities:
Contingent considerations572 701
Total liabilities572 701
Level 1 [Member]
Assets:
Money market funds30,000 30,000
Total assets30,000 30,000
Liabilities:
Contingent considerations
Total liabilities
Level 2 [Member]
Assets:
Money market funds
Total assets
Liabilities:
Contingent considerations
Total liabilities
Level 3 [Member]
Assets:
Money market funds
Total assets
Liabilities:
Contingent considerations572 701
Total liabilities $ 572 $ 701

Acquisition of Subsidiary (Deta

Acquisition of Subsidiary (Details) - USD ($) $ in Thousands1 Months Ended
Nov. 17, 2017Mar. 31, 2021Dec. 31, 2020
Loan Agreements [Member]
Acquisition of Subsidiary (Details) [Line Items]
Aggregate amount of the remaining potential commitment $ 79 $ 83
BiomX Israel [Member]
Acquisition of Subsidiary (Details) [Line Items]
Share purchase agreement ,descriptionBiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd. In accordance with the share purchase agreement, BiomX Israel acquired 100% control and ownership of RondinX Ltd. for consideration valued at $4,500. The consideration included the issuance of 250,023 Preferred A Shares, the issuance of warrants to purchase an aggregate of 4,380 Series A-1 preferred shares, and additional contingent consideration. As part of the Recapitalization Transaction the Company issued shares of Common Stock in exchange for outstanding ordinary shares and all the preferred shares of BiomX Israel. The number of shares prior to the Recapitalization Transaction has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. The contingent consideration is based on the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company to issue 567,729 shares of Common Stock upon the attainment of certain milestones, as well as make future cash payments and/or issue additional shares of the most senior class of the Company’s shares authorized or outstanding as of the time the payment is due, or a combination of both of up to $32,000 within ten years from November 2017, the closing of the agreement, and/or the entering of agreements with certain third parties or their affiliates that include a qualifying up-front fee and is entered into within three years from the closing of the agreement.

Commitments and Contingent Co_2

Commitments and Contingent Considerations (Details) ₪ in Thousands, $ in ThousandsSep. 01, 2020Mar. 31, 2021USD ($)Mar. 31, 2021ILS (₪)Apr. 30, 2020USD ($)Dec. 31, 2019USD ($)Dec. 31, 2019ILS (₪)Apr. 30, 2019USD ($)Apr. 30, 2019ILS (₪)Mar. 31, 2021USD ($)Mar. 31, 2021ILS (₪)Apr. 30, 2020ILS (₪)
Commitments and Contingencies Disclosure [Abstract]
Total budget $ 5,874 ₪ 19,444 $ 4,287 $ 3,123 ₪ 10,794 $ 1,185 ₪ 15,562
Percentage of budget30.00%30.00%30.00%30.00%30.00%30.00%30.00%
Received amount $ 2,691 $ 450 $ 2,691 ₪ 9,757 ₪ 1,634
Sale percentage, descriptionAccording to the agreement with the IIA, BiomX Israel will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR linked to the dollar.
Total grants $ 6,212 ₪ 21,863
Annual interest $ 3,338
Agreememnt, descriptionBiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration on biomarker discovery for inflammatory bowel disease (“IBD”). Under the agreement, BiomX Israel is eligible to receive fees totaling $439 in installments of $50 within 60 days of the Effective Date, $100 upon receipt of the BI materials, $150 upon the completion of data processing and $139 upon delivery of the Final Report of observations and Results of the Project (as such terms are defined within the agreement). Unless terminated earlier, this agreement will remain in effect until one year after the Effective Date or completion of the Project Plan (as defined in the agreement) and submission and approval of the Final Report. The Company implements ASU 2018-18, “Collaborative Arrangements (Topic 808),” with respect to this agreement. As of March 31, 2021, consideration of $300 had been received.

Stockholders Equity (Details)

Stockholders Equity (Details) $ / shares in Units, $ in ThousandsDec. 31, 2020Mar. 31, 2021$ / sharessharesMar. 30, 2021Mar. 31, 2021USD ($)$ / sharessharesDec. 31, 2020sharesDec. 31, 2019$ / sharesMar. 10, 2021sharesJan. 01, 2021sharesJan. 01, 2020sharesNov. 30, 2017sharesMay 31, 2017$ / sharesshares
Stockholders Equity (Details) [Line Items]
Market sales agreement, descriptionpursuant to a registration statement on Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market Sales Agreement (“ATM Agreement”) with Jefferies LLC. (“Jefferies”), which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of Common Stock with an aggregate offering price of up to $50,000, with Jefferies acting as sales agent. During the three months ended March 31, 2021, the Company sold 601,674 shares of Common Stock under the ATM Agreement, at an average price of $7.20 per share, raising aggregate net proceeds of approximately $4,334, after deducting an aggregate commission of $134.
Number of shares available to grant1,846,554 1,846,554
Vesting period4 years
Fair value at the grant date (in Dollars) | $ $ 5,138
Shares of issued warrants362,444
Shares, Issued362,383
Warrants were fully vested and exercisable236,552 118,277
Warrants cancelled236,553
New Incentive Plan [Member]
Stockholders Equity (Details) [Line Items]
Grant options (in Dollars per share) | $ / shares $ 1,000
Equity incentive plan, descriptionThe 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 (“Evergreen Amount”)
Stock Options [Member]
Stockholders Equity (Details) [Line Items]
Grant approved985,530
Exercise price (in Dollars per share) | $ / shares $ 7.02 $ 7.02
Yeda [Member]
Stockholders Equity (Details) [Line Items]
Shares of issued warrants7,615
Scientific Founders [Member]
Stockholders Equity (Details) [Line Items]
Shares of issued warrants2,974
2019 Plan [Member]
Stockholders Equity (Details) [Line Items]
Number of shares available to grant930,813 914,741
Employees consideration, descriptionthe Board of Directors approved the grant of 985,530 options to 94 employees, including five senior officers, one consultant, and six directors under the 2019 Plan, without consideration.
License Agreement [Member]
Stockholders Equity (Details) [Line Items]
Warrants to purchase common stock591,382
Shares Issued, Price Per Share (in Dollars per share) | $ / shares $ 0.0001

Stockholders Equity (Details) -

Stockholders Equity (Details) - Schedule of black-scholes option-pricing model - $ / shares3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Schedule of black-scholes option-pricing model [Abstract]
Underlying value of Common Stock ($) (in Shares)7.026.21
Exercise price ($) (in Dollars per share) $ 7.02 $ 6.21
Expected volatility (%)85.00%85.00%
Term of the option (years)6 years 40 days6 years 40 days
Risk-free interest rate (%)1.17%0.52%

Stockholders Equity (Details)_2

Stockholders Equity (Details) - Schedule of options granted to purchase common stock - Stock Option [Member] $ / shares in Units, $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
Stockholders Equity (Details) - Schedule of options granted to purchase common stock [Line Items]
Number of Options, Outstanding3,569,766
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares $ 3.12
Aggregate intrinsic value, Outstanding (in Dollars) | $ $ 12,338
Number of Options, Granted985,530
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares $ 7.02
Number of Options, Forfeited(78,854)
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares $ 3.86
Number of Options, Exercised(12,646)
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares $ 1.84
Number of Options, Outstanding4,463,796
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares $ 3.97
Aggregate intrinsic value, Outstanding (in Dollars) | $ $ 14,612
Exercisable at end of period2,135,586
Weighted average remaining contractual life of outstanding options – years as of March 31, 20217 years 332 days

Stockholders Equity (Details)_3

Stockholders Equity (Details) - Schedule of outstanding warrants - Warrant [Member] shares in Thousands12 Months Ended
Mar. 31, 2021$ / sharesshares
Class of Warrant or Right [Line Items]
Number of Shares of Common Stock Underlying Warrants2,974
Private Warrants issued to Yeda [Member]
Class of Warrant or Right [Line Items]
Issuance DateMay 11,
2017
Expiration DateMay 11,
2025
Exercise Price Per Share | $ / shares [1]
Number of Shares of Common Stock Underlying Warrants
Private Warrants issued to scientific founders [Member]
Class of Warrant or Right [Line Items]
Issuance DateNov. 27,
2017
Exercise Price Per Share | $ / shares
Number of Shares of Common Stock Underlying Warrants2,974
[1]less than $0.001.

Stockholders Equity (Details)_4

Stockholders Equity (Details) - Schedule of share-based payment expenses - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Schedule of share-based payment expenses [Abstract]
Research and development expenses, net $ 331 $ 192
General and administrative199 145
Share-based payment expenses, total $ 530 $ 337

Basic and Diluted Loss Per Sh_3

Basic and Diluted Loss Per Share (Details) - Schedule of calculation of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Schedule of calculation of basic and diluted net loss per share [Abstract]
Net loss $ 8,402 $ 5,901
Net loss per share $ 0.35 $ 0.26
Weighted average number of shares of Common Stock23,944,573 22,897,723

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] ₪ in Thousands, $ in ThousandsMay 20, 2021USD ($)sharesMay 31, 2021USD ($)May 31, 2021ILS (₪)Apr. 30, 2021ILS (₪)Apr. 30, 2021USD ($)
Subsequent Events (Details) [Line Items]
Lease agreement $ 992
Aggregate share (in Shares) | shares79,679
Net proceeds amount $ 503
BiomX Israel [Member]
Subsequent Events (Details) [Line Items]
Received amount $ 625 ₪ 2,042 ₪ 3,238