As filed with the Securities and Exchange Commission on ~~April~~June 1129, ~~2025~~ 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BIOMX INC. (Exact Name of Registrant as Specified in its Charter)

(Exact name of registrant as specified in its charter)

Delaware		2836		82-3364020
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

22BiomX ~~Einstein St~~Inc. 850 New Burton Road, ~~Floor~~Suite 4201 ~~Ness Ziona~~Dover, ~~Israel~~Delaware ~~7414003~~19904 Telephone: (+972) ~~72-394-2377~~52 437 4900 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Jonathan~~Michael ~~Solomon~~Oster Chief Executive Officer BiomX Inc. 850 New Burton Road, Suite 201 Dover, Delaware 19904 Telephone: +972 52 437 4900 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Chief Executive Officer 22 Einstein St., Floor 4 Ness Ziona, Israel 7414003 Telephone: (+972) 72-394-2377 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~Rick~~David ~~A. Werner~~Aboudi, Esq. Aboudi Legal Group PLLC 745 Fifth Avenue, Suite 500 New York, New York 10151 Telephone: (646) 898-2006

~~Alla~~Approximate ~~Digilova,~~date ~~Esq. Haynes~~of ~~and~~commencement ~~Boone,~~of ~~LLP~~proposed sale 30to ~~Rockefeller~~the ~~Plaza,~~public: ~~26th~~From ~~Floor New~~time ~~York,~~to NYtime ~~10112~~after the effective date of this Registration Statement.

~~Tel:~~If ~~(212)~~any ~~659-7300~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging ~~growth~~ growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement ~~becomes~~filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and ~~the~~it ~~selling~~is ~~stockholders named in this prospectus are~~ not soliciting ~~offers~~an offer to buy these securities in any ~~jurisdiction~~state where the offer or sale is not permitted.

~~SUBJECT~~Subject to ~~TO COMPLETION~~Completion, ~~DATED~~ ~~APRIL~~dated 11_______, ~~2025~~2026

PROSPECTUS

~~BIOMX~~BiomX ~~INC~~Inc.

~~Up to 2~~7,~~305~~163,~~869~~000 Shares of Common Stock ~~Issuable Upon Exercise of Pre-Funded Warrants~~

UpThis prospectus relates to 5the resale,~~939~~ from time to time,~~383~~ by the selling stockholders named in this prospectus (together with their donees, pledgees, transferees and other successors-in-interest, the “selling stockholders”) of up to an aggregate of 7,163,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 2,223,000 shares of Common Stock previously issued to the selling stockholders (the “Issued Shares”), (ii) 4,615,000 shares of Common Stock ~~Issuable~~issuable upon the exercise of certain warrants (the “Warrant ~~Upon~~Shares”) ~~Exercise~~and (iii) up to 325,000 shares issuable upon conversion (the “Conversion Shares”) of an unsecured convertible promissory note in the principal amount of $3,000,000 (the “Note”), representing the aggregate number of shares of Common ~~Warrants~~Stock that may become issuable upon conversion of the principal and accrued interest of the Note at the $12.00 conversion price. The Conversion Shares, together with the Warrant Shares and the Issued Shares, may be referred to from time to time as the “Shares”).

UpOf tothe 6Issued Shares,~~955~~ 1,~~528~~300,000 ~~Shares~~shares of Common Stock were issued to Water IO Ltd. (“Water IO”) as partial consideration pursuant to a Stock ~~Issuable~~Purchase Agreement between ~~Upon~~the ~~Exercise~~Company ofand ~~New~~Water ~~Warrants~~IO (the “Water IO SPA”), as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2026 (the “Water IO 8-K”).

~~Offered~~The byremaining 923,000 Issued Shares, together with pre-funded warrants exercisable for an additional 923,000 shares of Common Stock (the ~~Selling~~“Pre-Funded ~~Securityholders~~Warrants”), a ~~Named~~five-year warrant exercisable for an additional 3,692,000 shares of Common Stock (the “Five Year Warrant”, and together ~~Herein~~with the Pre-Funded Warrants, the “Warrants”), and the Note were issued to Mandragola Ltd. (“Mandragola”) as consideration pursuant to a Stock Purchase and Assignment Agreement dated April 13, 2026 between the Company and Mandragola (the “Mandragola SPA”), as described in the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2026 (the “Mandragola 8-K”).

~~This~~The ~~prospectus~~Issued ~~relates~~Shares, to the ~~resale~~Warrants byand the ~~selling~~Note ~~securityholders~~were issued ~~named~~ in ~~this~~reliance ~~prospectus~~upon orthe ~~their~~exemption ~~permitted~~from ~~transferees (~~the ~~“Selling~~registration ~~Securityholders”)~~ requirements of ~~(i) up to 2,305,869 shares (~~the ~~“Pre-Funded~~Securities ~~Warrant~~Act ~~Shares”)~~ of ~~common stock~~1933, ~~$0.0001~~as ~~par~~amended ~~value per share~~ (the “~~Common~~Securities ~~Stock~~Act”) ~~issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”)~~, ~~(ii)~~provided upby toSection ~~5,939,383 shares of Common Stock~~ 4(~~the “Common Warrant Shares”~~a) ~~issuable upon exercise of common warrants~~ (~~the “Common Warrants”~~2) ~~and (iii) up to 6,955,528 shares~~ of ~~Common Stock (~~the ~~“New~~Securities ~~Warrant~~Act ~~Shares”,~~ and ~~together~~Regulation ~~with~~D ~~the~~promulgated Pre-Funded Warrant Shares and the Common Warrant Shares, the “Warrant Shares”) issuable upon exercise of new warrants (the “New Warrants”, and together with the Pre-Funded Warrants and the Common Warrants, the “Warrants”)thereunder. ~~The~~We ~~Pre-Funded~~are ~~Warrants~~registering ~~and Common Warrants were issued to~~ the ~~selling securityholders pursuant to that certain Securities Purchase Agreement, dated February 25, 2025, by and among the Company~~resale ~~and~~of the ~~investors~~Shares ~~signatory~~as ~~thereto~~required ~~(the “Securities Purchase Agreement”) and the New Warrants were issued to the selling securityholders pursuant to certain Inducement Letter, dated February 25, 2025,~~ by ~~and among~~ the ~~Company~~Registration ~~and~~Rights ~~the~~Agreements ~~holders~~entered ~~signatory~~into ~~thereto (the “Inducement Letter”),~~ in connection with ~~certain~~each ~~transactions~~of ~~that~~the ~~closed~~Water onIO ~~February~~SPA ~~27,~~and ~~2025 (~~the ~~“Offering”)~~Mandragola SPA.

The ~~securities~~selling ~~that~~stockholders ~~may~~will ~~be sold~~receive byall of the proceeds ~~Selling~~from ~~Securityholders~~any ~~are~~sales ~~referred~~of ~~to in this prospectus as~~ the ~~“Offered~~Shares ~~Securities~~offered hereby.” We will not receive any of the proceeds from ~~the~~such ~~sale by the Selling Securityholders of the Offered Securities; however~~sales, but we will ~~receive~~incur ~~the~~expenses in ~~exercise~~connection ~~price~~with of the ~~Warrants~~offering. ~~upon~~To ~~any~~the ~~exercise~~extent of the Warrants byare ~~payment~~exercised offor cash, ~~with~~if anat ~~exercise~~all, ~~price~~we ofwill ~~$0.0001,~~receive ~~$0.9306,~~the ~~$0.9306~~exercise ~~per~~price ~~share~~of ~~for~~ the ~~Pre-Funded~~ Warrants~~, Common Warrants and New Warrants, respectively~~. We ~~will~~intend ~~bear all costs, expenses and fees in connection with the registration of the Offered Securities, including with regard~~ to ~~compliance~~use ~~with~~those ~~state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts~~proceeds, if any, ~~attributable~~for togeneral ~~their~~corporate ~~sale of the Offered Securities, except as otherwise expressly set forth under “Plan of Distribution” beginning on page 13 of this prospectus~~purposes.

~~This~~The ~~prospectus~~issuance ~~describes~~ of the ~~general~~Shares ~~manner~~covered inby ~~which~~this ~~the~~prospectus could ~~Offered~~cause ~~Securities~~substantial ~~may~~dilution beto ~~offered~~our ~~and~~existing ~~sold~~stockholders. IfThe ~~necessary,~~actual ~~the~~number ~~specific~~of ~~manner~~shares inof ~~which~~Common ~~the~~Stock ~~Offered~~that ~~Securities~~we issue to the selling ~~may~~stockholders beupon ~~offered~~exercise of the Warrants and ~~sold~~conversion ~~will~~of the Note may be ~~described~~less inthan ~~one~~the oraggregate ~~more~~number ~~supplements~~of toShares ~~this~~covered by this prospectus. ~~Any~~Please ~~prospectus~~refer ~~supplement~~to ~~may~~the ~~add,~~risk ~~update~~factor ~~or change~~entitled ~~information~~“The ~~contained~~issuance inof ~~this~~the ~~prospectus.~~shares ~~You~~of ~~should~~Common ~~carefully~~Stock ~~read~~covered by this prospectus, could significantly increase the total number of shares of Common Stock issued and ~~any~~outstanding ~~applicable~~and ~~prospectus~~thereby ~~supplement,~~cause our existing stockholders to asexperience ~~well~~substantial asdilution” beginning on page 11. For additional information regarding the ~~documents~~Water ~~incorporated~~IO bySPA, ~~reference~~the ~~herein~~Mandragola SPA orand ~~therein~~the ~~before~~Warrants, you ~~invest~~should inrefer ~~any~~to the section of ~~our~~this ~~securities~~prospectus entitled “Prospectus Summary” beginning on page 1.

~~The~~Our ~~Selling~~registration ~~Securityholders~~of the Shares covered by this ~~may~~prospectus ~~offer,~~does ~~sell~~not ormean ~~distribute~~that ~~Offered~~the ~~Securities~~selling ~~publicly~~stockholders orwill ~~through~~offer ~~private~~or ~~transactions.~~sell Ifany of the ~~Selling~~Shares. ~~Securityholders~~The ~~use~~selling ~~underwriters~~stockholders, ~~dealers~~ or ~~agents~~their todonees, pledgees, ~~sell~~transferees ~~Offered~~or ~~Securities~~other successors-in-interest, wemay ~~will~~resell ~~name~~the ~~them~~Shares ~~and~~through ~~describe~~public ~~their~~or ~~compensation~~private intransactions aat ~~prospectus~~prevailing ~~supplement.~~market prices, ~~The~~at ~~price to~~prices ~~the~~related ~~public~~to ofprevailing ~~those~~market ~~securities~~prices ~~and~~or ~~the~~at ~~net~~privately ~~proceeds~~negotiated ~~the~~prices. ~~Selling~~For ~~Securityholders~~additional ~~expect~~information toon ~~receive~~the ~~from~~possible ~~that~~methods of sale, ~~will~~see ~~also~~“Plan beof ~~set~~Distribution” ~~forth in~~beginning aon ~~prospectus~~page ~~supplement~~16.

~~Our~~Any ~~Common~~Shares ~~Stock~~subject isto ~~currently quoted~~resale onhereunder ~~the~~will have ~~NYSE~~been ~~American~~issued ~~Stock~~by ~~Market~~us ~~(“NYSE~~and ~~American”)~~acquired ~~under~~by the ~~symbol~~selling ~~“PHGE.”~~stockholders Onprior ~~April~~to ~~10,~~any ~~2025,~~resale ~~the last reported sale price~~ of ~~our~~such ~~Common~~Shares ~~Stock~~pursuant onto ~~NYSE~~this ~~American was $0~~prospectus.~~5289 per share.~~

~~Investment~~No inunderwriter ~~our Common~~or ~~Stock~~other ~~involves~~person ~~risk.~~has ~~See~~been engaged ~~“Risk~~to ~~Factors”~~facilitate ~~beginning~~the onsale ~~page 3~~ of ~~this~~the ~~prospectus,~~Shares in ~~any~~this ~~applicable~~offering. ~~prospectus supplement~~We ~~and~~will inbear ~~the~~all ~~documents~~costs, ~~which~~expenses ~~are~~and ~~incorporated~~fees byin ~~reference~~connection ~~herein.~~with ~~You~~the ~~should~~registration of ~~carefully~~the ~~read~~Shares. ~~this~~The ~~prospectus,~~selling ~~any applicable~~stockholders ~~prospectus~~will ~~supplement,~~bear ~~together~~all ~~with~~commissions ~~the~~and ~~documents~~discounts, weif ~~incorporate by reference~~any, ~~before~~attributable ~~you~~to ~~invest~~their inrespective ~~our~~sales ~~Common~~of the ~~Stock~~Shares.

~~Neither~~Our ~~the~~Common ~~Securities and~~Stock ~~Exchange~~is ~~Commission~~listed (on the ~~“SEC”)~~NYSE ~~nor~~American under ~~any~~the ~~state~~symbol ~~securities~~“PHGE.” ~~commission~~On ~~has~~June ~~approved~~26, or2026, ~~disapproved~~the oflast ~~these~~reported ~~securities~~sales ~~or determined~~price iffor ~~this~~our ~~prospectus~~Common isStock ~~truthful~~on ~~or complete. Any representation to~~ the ~~contrary~~NYSE isAmerican awas ~~criminal~~$0.3960 per ~~offense~~share.

~~The~~Investment ~~date~~in our Common Stock involves risk. See “Risk Factors” beginning on page 7 of this prospectus, and in our periodic reports filed from time to time with the SEC, which are incorporated by reference in this prospectus is and in any applicable prospectus supplement. You should carefully read this prospectus and any applicable prospectus supplement, ~~2025~~together with the documents we incorporate by reference, before you invest in our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

PROSPECTUS SUMMARY		1
ABOUT THIS PROSPECTUS	ii
ABOUT THIS OFFERING		2
PROSPECTUS SUMMARY	1
RISK FACTORS		3
THE OFFERING	6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		4
RISK FACTORS	7
USE OF PROCEEDS		6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	13
SELLING SECURITYHOLDERS		7
USE OF PROCEEDS	14
PLAN OF DISTRIBUTION		13
SELLING STOCKHOLDERS	14
DESCRIPTION OF SECURITIES TO BE REGISTERED		16
PLAN OF DISTRIBUTION	16
LEGAL MATTERS	18	17
EXPERTS	18	17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		18
WHERE YOU CAN FIND MORE INFORMATION	18
WHERE YOU CAN FIND ADDITIONAL INFORMATION		19
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	19

You should rely only on the information contained in this prospectus or a supplement to this prospectus, including the information incorporated herein by reference. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any supplement to this prospectus, whether or not incorporated herein by reference, is accurate as of any date other than the date indicated in those documents.

For investors outside of the United States: Neither we nor any of the Selling Securityholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

As used in this prospectus, the terms “we,” “us,” and “our” mean BiomX Inc. and our wholly-owned subsidiaries, unless otherwise indicated.

ABOUT THIS PROSPECTUS

This prospectus is part of the registration statement that we filed with the SEC pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Shares covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.

This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or Shares are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

You should rely only on this prospectus and the applicable prospectus supplement and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the selling stockholders have not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 7 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

PROSPECTUS SUMMARY

This summary ~~only~~provides ~~highlights the~~an ~~more~~overview ~~detailed~~of selected information ~~appearing~~contained elsewhere inor ~~this~~incorporated ~~prospectus.~~by Asreference in this isprospectus aand ~~summary, it~~ does not contain all of the information ~~that~~ you should consider inbefore ~~making~~investing anin ~~investment~~our ~~decision~~securities. You should carefully read ~~this~~the ~~entire~~ prospectus ~~carefully~~, asany ~~well~~applicable asprospectus ~~any~~supplement, the information incorporated ~~herein~~ by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated by reference in this prospectus. In this prospectus, unless the ~~related~~context ~~notes~~indicates otherwise, ~~before~~“PHGE,” ~~investing~~the “Company,” the “registrant,” “we,” “us,” “our,” or “ours” refer to BiomX Inc. and its consolidated subsidiaries.

This prospectus describes the general manner in which the Selling Securityholders identified in this prospectus, or any of their transferees, may offer from time to time (i) up to 2,305,869 Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, (ii) up to 5,939,383 Common Warrant Shares issuable upon exercise of the Common Warrants and (iii) up to 6,955,528 New Warrant Shares issuable upon exercise of the New Warrants. If necessary, the specific manner in which the Offered Securities may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.Overview

~~Our~~BiomX Inc. is a Delaware corporation that was originally incorporated in 2017 as a blank check company 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.

WeBeginning ~~are~~in athe ~~clinical~~fourth ~~stage~~quarter ~~product discovery~~of ~~company~~2025 ~~developing~~and ~~products~~continuing into ~~using~~the ~~both~~first ~~natural~~ and ~~engineered~~second ~~phage~~quarters ~~technologies~~of ~~designed~~2026, toour ~~target~~company ~~and~~underwent ~~kill~~a ~~specific~~fundamental ~~harmful bacteria~~transformation ~~associated~~of ~~with~~its ~~chronic diseases~~business, ~~such~~management asand ~~cystic~~strategic direction. ~~fibrosis~~In December 2025, orthe CFCompany ~~and~~discontinued ~~diabetic~~the ~~foot~~development ~~osteomyelitis~~of BX004, orits ~~DFO.~~lead ~~Bacteriophage~~phage orproduct ~~phage~~candidate, and its former Israeli ~~are~~operating ~~bacterial~~subsidiary, ~~species-specific~~BiomX Ltd., ~~strain-limited~~commenced ~~viruses~~insolvency ~~that~~proceedings ~~infect,~~in ~~amplify~~Israel. ~~and~~In ~~kill~~ the ~~target~~first ~~bacteria~~quarter ~~and~~of ~~are~~2026, ~~considered~~the ~~inert~~Company tounderwent a complete ~~mammalian~~transition ~~cells.~~of Byits ~~utilizing~~management ~~proprietary~~team ~~combinations~~and Board of ~~naturally~~Directors, ~~occurring~~appointed ~~phage~~Michael ~~and~~Oster byas ~~creating~~Chief ~~novel~~Executive ~~phage~~Officer ~~using~~and ~~synthetic~~David ~~biology,~~Rokach as Chief weFinancial ~~develop~~Officer, ~~phage-based~~and ~~therapies~~adopted ~~intended~~a tonew ~~address~~strategy ~~both~~focused ~~large-market~~on building a diversified portfolio of advanced defense, security and ~~orphan~~critical ~~diseases~~infrastructure technologies.

~~Based~~We onare ~~the~~executing ~~urgency~~this ofstrategy ~~treating~~through a series of acquisitions and the ~~infection~~establishment of new operating subsidiaries. We currently operate through three principal subsidiaries: (~~whether~~i) ~~acute~~Dr. Frucht orSystems ~~chronic~~Ltd. (“DFSL”), ~~the~~a ~~susceptibility~~majority-owned of(60%) Israeli LADAR-based detection systems company acquired in the ~~target~~Mandragola Acquisition ~~bacteria~~(as todescribed ~~phage~~below); (eii) Zorronet Ltd.g. ~~the~~(“Zorronet”), ~~ability~~a towholly-owned ~~identify~~Israeli aAI-powered ~~phage~~security ~~cocktail~~and command-and-control ~~that~~platform ~~would~~company ~~target~~acquired ain ~~broad~~the ~~range~~Water ofIO ~~bacterial~~Acquisition ~~strains~~(as described below); and ~~other~~(iii) ~~considerations~~X Security & Defense Ltd. (“X Security”), a wewholly-owned ~~offer~~Israeli ~~two~~subsidiary ~~phage~~focused on security, defense and first-~~based~~response ~~product~~technologies. ~~types:~~The Company has also formed an Advisory Board, with the appointment of Dr. Ehud (Udi) Levi, former Deputy Head of the Mossad, to advise on strategic opportunities in security, defense and counter-UAS technologies.

~~(1) Fixed~~Through our operating subsidiaries, we develop, ~~cocktail~~deploy ~~therapy~~and –commercialize inadvanced ~~this~~detection, ~~approach~~surveillance, aautonomous ~~single~~response ~~product~~and ~~containing~~command-and-control atechnologies. ~~fixed~~DFSL’s ~~number~~proprietary LADAR of(Laser ~~selected~~Radar)-based ~~phages~~detection issystems ~~developed~~combine tolaser-based ~~cover~~sensing awith ~~wide~~proprietary ~~range of~~AI ~~bacterial~~algorithms ~~strains~~and are deployed across counter-unmanned aerial systems, ~~thus~~perimeter ~~allowing~~and ~~treatment~~border ofsecurity ~~broad~~(“virtual ~~patient~~fencing”), ~~populations~~wide-area ~~with~~360-degree ~~the~~surveillance ~~same~~and ~~product~~rail and metro safety applications. ~~Fixed~~Zorronet ~~cocktails~~develops ~~are~~and ~~developed~~deploys ~~using our~~AI ~~proprietary~~software ~~BOLT~~that operates as an external middleware platform connecting to deployed cameras, sensors, inanalytics ~~which~~systems ~~high~~and ~~throughput~~robotic ~~screening~~assets, ~~directed~~and ~~evolution~~performs real-time autonomous threat detection, object recognition, perimeter intrusion identification and ~~bioinformatic~~automated ~~approaches~~event-triggered ~~are~~response. ~~leveraged~~X toSecurity ~~produce~~is focused on security, defense and first-response technologies and has signed a non-binding letter of intent with an ~~optimal~~unrelated ~~phage~~third ~~cocktail~~party to secure exclusive distribution rights in Israel for an advanced aerial firefighting system from a drone components and payload developer.

~~(2) Personalized therapy~~The –Company’s informer ~~this~~clinical-stage ~~approach~~phage atherapy operations ~~large~~have ~~library~~been ofsubstantially ~~phages~~discontinued. isAdaptive ~~developed~~Phage Therapeutics, ofLLC ~~which~~(“APT”), ~~single~~the ~~optimal~~Company’s ~~phages~~wholly-owned ~~are personally matched to treat~~subsidiary ~~specific~~acquired ~~patients.~~in ~~Matching~~March ~~optimal~~2024, ~~phages~~terminated ~~with~~its ~~patients~~lease isfor ~~carried~~premises ~~out~~in ~~using~~Gaithersburg, aMaryland ~~proprietary~~effective ~~phage~~December ~~susceptibility testing~~31, or2025. ~~PST,~~For ~~where~~additional information ~~multiple~~about ~~considerations~~these ~~are~~developments, ~~analyzed~~see ~~simultaneously~~“Recent –Developments” ~~allowing for an efficient screen of the phage library while maintaining short turnaround times~~below.

In our therapeutic programs, we focus on using phage therapy to target specific strains of pathogenic bacteria that are associated with diseases. Our phage-based product candidates are developed utilizing our BOLT proprietary research and development platform. The BOLT platform is unique, employing cutting edge methodologies and capabilities across disciplines including computational biology, microbiology, synthetic engineering of phage and their production bacterial hosts, bioanalytical assay development, manufacturing and formulation, to allow agile and efficient development of natural or engineered phage combinations, or cocktails. The cocktail contains phage with complementary features and is optimized for multiple characteristics such as broad target host range, ability to prevent resistance, biofilm penetration, stability and ease of manufacturing.

Our goal is to develop multiple products based on the ability of phage to precisely target harmful bacteria and on our ability to screen, identify and combine different phage, both naturally occurring and created using synthetic engineering, to develop these treatments.

Corporate Information

The mailing address of our principal executive office is 22 Einstein St., Floor 4, Ness Ziona, Israel 7414003 and our telephone number is (+972) 72-394-2377. Our website address is www.biomx.com. The information found on the website is not part of, and is not incorporated into, this prospectus.

~~ABOUT~~Reverse ~~THIS~~Stock ~~OFFERING~~ Split

~~The~~On ~~Selling~~November ~~Securityholders~~25, 2025, we filed a Certificate of ~~identified~~Amendment into ~~this~~our ~~prospectus~~Certificate ~~are~~of ~~offering~~Incorporation onto effect a ~~resale~~1-for-19 ~~basis~~reverse astock ~~total~~split of ~~(i)~~the upshares toof 2the Company’s Common Stock,~~305,869~~ ~~Pre-Funded~~either issued ~~Warrant~~and ~~Shares~~outstanding ~~issuable~~or ~~upon~~held ~~exercise of~~by the ~~Pre-Funded~~Company ~~Warrants~~as treasury stock, effective as of 12:01 a.m. (iiNew York time) upon toNovember 525,~~939~~ 2025 (the “Reverse Stock Split”),~~383~~ ~~Common~~and ~~Warrant~~began ~~Shares~~trading ~~issuable~~on ~~upon~~a ~~exercise~~Reverse ofStock ~~the~~Split-adjusted ~~Common~~basis ~~Warrants~~on ~~and~~the ~~(iii)~~NYSE upAmerican toon 6November 25,~~955,528~~ 2025. ~~New~~All ~~Warrant~~share ~~Shares~~amounts ~~issuable~~have ~~upon~~been ~~exercise~~retroactively ofadjusted for the ~~New~~Reverse ~~Warrants~~Stock Split.

Common Stock offered by the Selling Securityholders		Up to 15,200,780 shares.
Risk factors		Before investing in our securities, you should carefully read and consider the information set forth in “Risk Factors” on page 3.
Use of proceeds		We will not receive any proceeds from the offering of the Offered Securities by the Selling Securityholders, except for the Warrants’ exercise price paid for the Common Stock offered hereby and issuable upon the exercise of the Warrants for an exercise price of $0.0001, $0.9306, $0.9306 per share for the Pre-Funded Warrants, Common Warrants and New Warrants, respectively. See “Use of Proceeds” on page 6.
Trading market and symbol		The Company’s Common Stock trades on the NYSE American under the symbol “PHGE.”

Discontinuation of Drug Candidate BX004

On December 8, 2025, the Company announced its discontinuation of the Company’s Phase 2b clinical trial (the “Study”) that is designed to test the Company’s drug candidate BX004 in treating Cystic Fibrosis (“CF”) associated with chronic Pseudomonas aeruginosa infections. After evaluating the projected timelines and resources required to proceed with an alternative dosing strategy as was recommended by the independent Data Monitoring Committee, the Company determined that such requirements were beyond the Company’s available resources, leading to the decision to discontinue the program. We have also implemented cost-cutting measures, including a significant reduction of our workforce.

Subsidiary Dissolution

On December 11, 2025, following the discontinuation of the Study and in light of the Company’s limited financial resources, the board of directors of the Company (the “Board”) resolved to approve and authorize the filing of an application to commence insolvency proceedings for the Company’s Israeli subsidiary, BiomX Ltd. (the “Israeli Subsidiary”), in accordance with the Israeli Insolvency and Financial Regulation law 5778-2018.

On December 16, 2025, the Israeli Subsidiary filed for insolvency proceedings in Israel. On January 25, 2026, the District Court of Tel-Aviv, Israel, appointed a trustee to oversee the administration of the insolvency proceedings of the Israeli Subsidiary. The trustee is responsible for managing the Israeli Subsidiary’s assets, evaluating claims from creditors, and overseeing the orderly wind-down or restructuring of the Israeli Subsidiary’s operations in accordance with applicable Israeli insolvency law. As a result of these proceedings, the Company no longer maintains operational control over the Israeli Subsidiary.

Management and Board Transition

In the first quarter of 2026, the Company underwent a complete transition of its management team and Board of Directors. On February 24, 2026, Marina Wolfson resigned as Chief Financial Officer and Dr. Merav Bassan resigned as Chief Development Officer. On February 27, 2026, David Rokach was appointed as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. On March 4, 2026, Jonathan Solomon resigned as Chief Executive Officer and as a director, and Dr. Russell Greig resigned as Chairman of the Board. On the same date, Michael Oster was appointed as Chief Executive Officer. During February and March 2026, directors Jonathan Leff, Jesse Goodman, Greg Merril, Edward Williams and Susan Blum also resigned from the Board, and new directors Liat Bidas, Guy Arieli, Ran Shaked and Amir Shalom were appointed. As of the date of this prospectus, the Board consists of Reuven Yeganeh, Liat Bidas, Guy Arieli and Ran Shaked. On April 29, 2026, Amir Shalom resigned from the Board. Biographical information for the Company’s current directors and officers is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the Current Reports on Form 8-K filed by the Company on February 13, 2026, March 2, 2026 and March 6, 2026, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and the Company’s definitive proxy statement on Schedule 14A filed on June 8, 2026, each of which is incorporated by reference in this prospectus.

~~RISK~~RECENT ~~FACTORS~~DEVELOPMENTS

An investment in our securities carries a significant degree of risk. You should carefully consider before you decide to purchase our securities the risks, uncertainties and assumptions discussed under the heading “Risk Factors” in our Annual Report on Form 10At-~~K for~~ the fiscal year ended December 31, 2024, which is incorporated herein by reference, as updated or superseded by the risks and uncertainties described under similar headings in other documents that are filed after the date thereof and incorporated by reference into this prospectus. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results, which could cause actual results to differ materially from any forward-~~looking~~Market ~~statements expressed by us and a significant decrease in the value of our securities. Refer to “Cautionary Statement Regarding Forward-Looking Statements.”~~Offering

WeSeparately ~~may~~from ~~not~~the beresale ~~successful~~of inshares offered by ~~preventing~~this prospectus, we maintain an “at-the-market” ~~material~~offering ~~adverse~~program ~~effects~~under ~~that~~an ~~any~~At-the-Market ofOffering ~~these~~Agreement, ~~risks~~dated ~~and~~December ~~uncertainties~~7, 2023 ~~may~~(the ~~cause~~“Sales Agreement”), with H.C. ~~These~~Wainwright ~~potential~~& ~~risks~~Co., ~~and~~LLC, ~~uncertainties~~as ~~may~~sales agent. Sales under the program are made under our ~~not~~effective beshelf registration statement on Form S-3 (File No. 333-275935) and a ~~complete~~separate ~~list~~prospectus ofsupplement, most recently the ~~risks~~prospectus supplement ~~and~~we ~~uncertainties~~filed ~~facing~~on usJune 16, 2026. ~~There~~Under the Sales Agreement, we may befrom ~~additional~~time ~~risks~~to time offer and ~~uncertainties~~sell ~~that~~shares weof ~~are~~our ~~presently~~common stock for ~~unaware~~our ~~of,~~own oraccount ~~presently~~at ~~consider~~prevailing ~~immaterial~~market prices, ~~that~~and ~~may~~we ~~become~~pay ~~material~~the insales ~~the~~agent ~~future~~a ~~and~~commission ~~have~~equal ato ~~material~~3.0% ~~adverse~~of ~~effect~~the ongross ~~us.~~sales ~~You~~price ~~could~~of the shares ~~lose~~sold. ~~all~~Because orour apublic ~~significant~~float ~~portion~~is ofless ~~your~~than ~~investment~~$75 ~~due~~million, tothe aggregate amount we may sell under the program in any oftwelve-month ~~these~~period is ~~risks~~limited ~~and~~under ~~uncertainties~~General Instruction I.B.6 to Form S-3 to one-third of our public float.

The shares offered by this prospectus are being offered for resale by the selling stockholders and are not part of the at-the-market program. We will receive the net proceeds of any shares we sell under the Sales Agreement, but we will not receive any proceeds from the resale of shares by the selling stockholders. Sales by us under the at-the-market program and resales by the selling stockholders under this prospectus could occur at or about the same time and could affect the prevailing market price of our common stock.

NYSE American Continued Listing Standards

On March 25, 2026, we received a notice from the staff of NYSE Regulation indicating that the Company is not in compliance with certain continued listing standards relating to stockholders’ equity, based on the Company’s reported stockholders’ deficit of $(1,302,000) as of December 31, 2025 and its losses from continuing operations and/or net losses in its five most recent fiscal years. On April 24, 2026, we submitted a compliance plan to NYSE Regulation. On June 10, 2026, NYSE Regulation notified the Company that it had accepted the Company’s plan and granted the Company a plan period through September 25, 2027 to regain compliance with the applicable continued listing standards. During the plan period, the Company will be subject to periodic review by NYSE Regulation for compliance with the initiatives set forth in its plan, and the Company’s Common Stock will continue to be listed and traded on the NYSE American under the symbol “PHGE,” subject to the Company’s compliance with the plan and the other continued listing standards. There can be no assurance that the Company will be able to regain compliance within the plan period, or maintain compliance with the NYSE American’s other continued listing standards. See “Risk Factors—If we are unable to regain compliance with the continued listing standards of NYSE American, our Common Stock may be delisted.”

The Water IO Acquisition

On April 10, 2026, the Company entered into, and simultaneously closed the transactions contemplated by, the Water IO SPA with Water IO, pursuant to which the Company acquired 100% of the issued and outstanding share capital of Zorronet Ltd., an Israeli company (“Zorronet”), from Water IO.

In consideration for the Zorronet shares, the Company delivered to Water IO at closing: (i) 1,300,000 shares of Common Stock (the “Water IO Share Consideration”); and (ii) a non-convertible promissory note in the principal amount of $1,250,000, bearing interest at the short-term Applicable Federal Rate, with a maturity date of July 7, 2026 (the “Water IO Note”). In addition, the Company assumed certain obligations of Water IO with respect to the founders and former shareholders of Zorronet, including an earnout payment payable no later than March 31, 2027 in an amount equal to the greater of (x) 125% of Zorronet’s consolidated revenue for fiscal year 2026 and (y) eight (8) times Zorronet’s consolidated EBITDA for fiscal year 2026, and an obligation to retain certain key employees for three (3) years.

The Water IO Share Consideration was issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Water IO represented to the Company that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D and that it was acquiring the Water IO Share Consideration for investment only and not with a view toward, or for resale in connection with, the public sale or distribution thereof.

~~CAUTIONARY~~Water ~~STATEMENT~~IO ~~REGARDING~~Registration ~~FORWARD-LOOKING STATEMENTS~~Rights

~~The~~In ~~statements~~connection ~~contained~~with ~~in this prospectus and~~ the ~~documents~~Water weIO ~~incorporate~~SPA, bythe ~~reference~~Company agreed ~~herein~~to orfile ~~therein~~a ~~that~~registration ~~are~~statement ~~not~~with ~~historical~~the ~~facts~~SEC ~~are~~to ~~“forward-looking statements”~~register ~~within~~ the ~~meaning~~resale of the ~~Private~~Water ~~Securities~~IO ~~Litigation~~Share ~~Reform~~Consideration, ~~Act~~and ofto ~~1995~~use ~~and~~commercially reasonable ~~other~~efforts ~~federal~~to ~~securities~~cause ~~laws.~~such ~~Such~~registration ~~forward-looking statements~~statement ~~may~~to be ~~identified~~declared effective by, ~~among other things,~~ the ~~use~~SEC ofas ~~forward-looking~~promptly ~~terminology such~~ as ~~“believes,”~~practicable. ~~“intends,”~~The registration ~~“plans,”~~statement ~~“expects,”~~of ~~“may,”~~which ~~“will,”~~this ~~“should,”~~prospectus ~~“estimates,”~~forms ora ~~“anticipates” or~~part ~~the~~has ~~negative~~been ~~thereof~~filed orto ~~other~~satisfy, ~~variations~~in ~~thereon or comparable terminology~~part, ~~and~~such ~~similar expressions are intended to identify forward-looking statements~~obligation.

WeThe ~~remind~~Mandragola readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, achievements or industry results, expressed or implied by such forward-looking statements. Such uncertainties and other factors include, but are not limited to:Acquisition

●On April 13, 2026, the ~~ability~~Company entered into, and simultaneously closed the transactions contemplated by, the Mandragola SPA with Mandragola, pursuant to ~~generate~~which ~~revenues~~the Company exercised its option under the Option and Undertaking Agreement between the Company and Mandragola, dated March 31, 2026 (as amended), previously disclosed by the Company on its Current Report on Form 8-K filed with the SEC on April 1, 2026, and ~~raise~~acquired ~~sufficient~~from ~~financing~~Mandragola to100% ~~meet~~of ~~working~~Mandragola’s shareholdings in Dr. Frucht Systems Ltd., an Israeli company (“DFSL”), representing 60% of the issued and outstanding voting equity capital ~~requirements;~~of DFSL on a fully-diluted basis.

●In consideration for the ~~unpredictable~~shares ~~timing~~of ~~and~~DFSL ~~cost~~acquired from ~~associated~~Mandragola, ~~with~~the ~~our~~Company ~~approach~~agreed to ~~developing~~deliver ~~product~~to ~~candidates~~Mandragola ~~using~~the ~~phage~~following ~~technology and potential success thereof;~~consideration:

●(i) ~~political,~~a ~~economic~~cash ~~and~~payment ~~military instability in the State~~ of ~~Israel~~$750, ~~additional potential conflicts with other Middle Eastern countries and the continuation of the proposed judicial and other legislation reform by the Israeli government~~000;

●(ii) ~~political~~an ~~and~~unsecured ~~economic~~convertible ~~instability~~promissory note in the principal amount of $3,000,000, ~~including~~bearing interest at 9% per annum, ~~without~~maturing ~~limitation~~on April 13, ~~due~~2029, toand ~~natural~~convertible, ~~disasters~~as orto ~~other~~principal ~~catastrophic~~and ~~events~~accrued interest, ~~such~~solely asat ~~the~~our ~~Russian~~option, ~~invasion~~into shares of ~~Ukraine~~Common ~~and~~Stock ~~world~~at ~~sanctions~~a onconversion ~~Russia,~~price ~~Belarus~~of $12.00 per share, subject to customary adjustments and ~~related~~further ~~parties,~~subject ~~terrorist~~to ~~attacks,~~a ~~hurricanes,~~minimum ~~fire,~~volume-weighted ~~floods,~~average ~~pollution~~price ~~and~~of ~~earthquakes~~the Common Stock of $12.00 or more for the 10 trading days preceding the date of conversion (the “Mandragola Note”);

●(iii) ~~obtaining U.S. Food and Drug Administration~~923,000 orshares ~~FDA, acceptance~~ of ~~any~~Common ~~non-U.S. clinical trials of product candidates~~Stock;

●(iv) ~~our~~the ~~ability~~Pre-Funded toWarrants, ~~enroll~~exercisable ~~patients~~for inan ~~clinical~~aggregate ~~trials~~of ~~and~~923,000 ~~achieve~~shares ~~anticipated~~of ~~development~~Common ~~milestones~~Stock ~~when~~at ~~expected~~an exercise price of $0.0001 per share; and

●(v) the ~~ability~~Five toYear ~~pursue~~Warrant, ~~and~~exercisable ~~effectively~~for ~~develop~~an ~~new~~aggregate ~~product~~of ~~opportunities~~3,692,000 ~~and~~shares ~~acquisitions~~of ~~and~~Common ~~to obtain value from such product opportunities and acquisitions;~~Stock.

●In ~~penalties~~addition, ~~and~~in ~~market~~the ~~withdrawal~~event ~~associated~~that ~~with~~DFSL records annual revenues of $25,000,000 or more in any ~~unanticipated~~fiscal ~~problems~~year ~~with~~on ~~product~~or ~~candidates~~after ~~and~~fiscal ~~failure~~year 2027, Mandragola will be entitled to ~~comply~~a ~~with~~bonus ~~labeling~~payment ~~and~~equal to ~~other~~5% ~~restrictions;~~of such recorded annual revenues, payable at the Company’s discretion in restricted shares of Common Stock or cash.

●The ~~general~~Mandragola ~~economic~~Note, ~~conditions~~the 923,000 ~~our~~shares ~~current~~of ~~low~~Common Stock, ~~stock~~the ~~price~~Pre-Funded Warrants and ~~other~~the ~~factors~~Five onYear ~~our~~Warrant ~~operations,~~were issued in reliance upon the ~~continuity~~exemption from the registration requirements of ~~our~~the ~~business,~~Securities ~~including~~Act ~~our~~provided ~~preclinical~~by ~~and~~Section ~~clinical~~4(a)(2) ~~trials,~~of the Securities Act and ~~our~~Regulation ~~ability~~D promulgated thereunder. Mandragola represented to ~~raise~~the ~~additional~~Company ~~capital;~~that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D and that it was acquiring such securities for investment only and not with a view toward, or for resale in connection with, the public sale or distribution thereof.

●The ~~expenses~~aggregate ~~associated~~number ~~with~~of ~~compliance~~shares ~~with~~of ~~ongoing~~Common ~~regulatory~~Stock issuable ~~obligations~~upon conversion of the Mandragola Note and ~~successful~~exercise ~~continuing~~of ~~regulatory~~the ~~review;~~Pre-Funded Warrants and the Five Year Warrant is subject to obtaining approval of the Company’s stockholders (“Stockholder Approval”) as required by the applicable rules and regulations of the NYSE American LLC (the “NYSE American”) with respect to the issuance of shares of Common Stock in excess of 19.99% of the outstanding shares of Common Stock as of the date of the Mandragola SPA. The Company agreed to use commercially reasonable efforts to obtain Stockholder Approval within one hundred twenty (120) days following the closing of the Mandragola SPA.

●The ~~market~~Mandragola ~~acceptance~~SPA and the transactions contemplated thereby are described in the Mandragola 8-K, which is incorporated herein by reference. The foregoing description of ~~our~~the ~~product~~Mandragola ~~candidates~~SPA, the Mandragola Note, the Pre-Funded Warrants and ~~ability~~the Five Year Warrant does not purport to ~~identify~~be orcomplete ~~discover~~and ~~additional~~is ~~product~~qualified ~~candidates;~~in its entirety by reference to the full text of such documents, copies of which are filed as exhibits to the Mandragola 8-K.

● our ability to obtain high titers for specific phage cocktails necessary for preclinical and clinical testing;

● the availability of specialty raw materials and global supply chain challenges;

● the ability of our product candidates to demonstrate requisite, safety and efficacy for drug products, or safety, purity and potency for biologics without causing adverse effects;

● the success of expected future advanced clinical trials of our product candidates;

●Pre-Funded ~~our ability to obtain required regulatory approvals;~~Warrants

●The ~~delays~~Pre-Funded inWarrants ~~developing~~are ~~manufacturing~~exercisable ~~processes~~at any time after their original issuance at an exercise price of $0.0001 per share and do not have an expiration date. The exercise price of the Pre-Funded Warrants and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are subject to customary adjustments for ~~our~~stock ~~product~~dividends, ~~candidates;~~stock splits, reclassifications, stock combinations and the like. The Pre-Funded Warrants may be exercised for cash or, if at the time of exercise there is no effective registration statement available registering the issuance of the shares underlying the Pre-Funded Warrants, on a cashless basis.

●A ~~competition~~holder ~~from~~of ~~similar~~Pre-Funded ~~technologies,~~Warrants ~~products~~may not exercise any portion of the Pre-Funded Warrants to the extent that, ~~are~~immediately ~~more~~after ~~effective~~giving effect to such exercise, ~~safer~~the orholder ~~more~~(together ~~affordable~~with its affiliates and certain other related parties) would beneficially own more than ~~our~~4.99% ~~product~~of ~~candidates~~the oroutstanding ~~products~~shares ~~that~~of ~~obtain~~Common ~~marketing~~Stock ~~approval~~(which percentage ~~before~~may ~~our~~be ~~product~~increased, ~~candidates;~~but not in excess of 9.99%, upon not less than 61 days’ prior notice from the holder to the Company).

●Five ~~the~~Year ~~impact of unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives on our ability to sell product candidates or therapies profitably;~~Warrant

●The ~~protection~~Five Year Warrant has a per share exercise price of ~~our~~$12.00 ~~intellectual~~per ~~property~~share ~~rights~~of ~~and~~Common ~~compliance~~Stock, ~~with~~subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the ~~terms~~like, and ~~conditions~~expires on the fifth anniversary of ~~current~~its ~~and~~date ~~future~~of ~~licenses~~issuance. ~~with~~The ~~third~~Five ~~parties;~~Year Warrant may be exercised for cash or, if at the time of exercise there is no effective registration statement available registering the issuance of the shares underlying the Five Year Warrant, on a cashless basis.

●Until ~~infringement~~the onCompany obtains Stockholder Approval, the ~~intellectual~~Company ~~property~~may ~~rights~~not issue any shares of ~~third~~Common ~~parties~~Stock ~~and~~upon ~~claims~~exercise ~~for~~of ~~remuneration~~the Five Year Warrant or ~~royalties~~the ~~for~~Pre-Funded ~~assigned~~Warrants ~~service~~(taken ~~invention~~together with ~~rights;~~any shares of Common Stock issuable upon conversion of the Mandragola Note) to the extent that such issuance would exceed 19.99% of the Company’s issued and outstanding shares of Common Stock immediately prior to the closing of the Mandragola SPA, which amount is the aggregate number of shares of Common Stock which the Company may issue pursuant to the Mandragola SPA without Stockholder Approval under the rules and regulations of the NYSE American.

●A ~~our~~holder ~~ability~~of the Five Year Warrant may not exercise any portion of the Five Year Warrant to ~~acquire~~the extent that, ~~in-license~~immediately orafter ~~use~~giving ~~proprietary~~effect ~~rights~~to ~~held~~such byexercise, ~~third~~the holder (together with its affiliates and certain other related parties) ~~necessary~~would tobeneficially ~~our~~own ~~product~~more ~~candidates~~than or4.99% ~~future~~of ~~development~~the ~~candidates;~~outstanding shares of Common Stock (which percentage may be increased, but not in excess of 9.99%, upon not less than 61 days’ prior notice from the holder to the Company).

●Mandragola ~~ethical,~~Registration ~~legal and social concerns about synthetic biology and genetic engineering that may adversely affect market acceptance of our product candidates;~~Rights

●In ~~reliance~~connection onwith ~~third~~the Mandragola SPA, the Company agreed to file a registration statement with the SEC to register the resale of the 923,000 shares of Common Stock issued to Mandragola, the shares of Common Stock issuable upon exercise of the Pre-~~party~~Funded ~~collaborators;~~Warrants, the shares of Common Stock issuable upon exercise of the Five Year Warrant, and the shares of Common Stock issuable upon conversion of the Mandragola Note, and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as promptly as practicable. The registration statement of which this prospectus forms a part has been filed to satisfy, in part, such obligation.

●Implications ~~our ability to attract and retain key employees or to enforce the terms~~ of ~~noncompetition~~Being ~~agreements~~a ~~with~~Smaller ~~employees;~~Reporting Company

●We are a “smaller reporting company” and accordingly may provide less public disclosure than larger public companies. As a result, the ~~failure~~information that we provide to ~~comply~~our ~~with~~stockholders may ~~applicable~~be ~~laws~~different ~~and~~than ~~regulations~~you might receive from other ~~than~~public ~~drug~~reporting ~~manufacturing~~companies ~~compliance;~~in which you hold equity interests.

●Corporate ~~potential security breaches, including cybersecurity incidents; and~~Information

●BiomX ~~other~~Inc. ~~factors~~is ~~described~~a inDelaware corporation. Our corporate headquarters are located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Our phone number is +972 52 437 4900. Our website address is www.biomx.com. Through our website, we will make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the ~~documents~~SEC. ~~incorporated~~Information bycontained ~~reference~~on, inor that can be accessed through, our website is not and shall not be deemed to be a part of this prospectus or incorporated by reference hereto.

The factors discussed herein, including those risks described under the heading “Risk Factors” herein and in the documents we incorporate by reference could cause actual results and developments to be materially different from those expressed in or implied by such statements. In addition, historic results of scientific research, clinical and preclinical trials do not guarantee that the conclusions of future research or trials would not suggest different conclusions. Also, historic results referred to this prospectus and the documents we incorporate by reference may be interpreted differently in light of additional research, clinical and preclinical trials results. Except as required by law we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

~~USE~~THE ~~OF PROCEEDS~~OFFERING

All of the Offered Securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their account. We will not receive any of the proceeds from these sales except with respect to amounts received by us upon the exercise of the Warrants for cash. Upon exercise of such Warrants, we will receive the applicable cash exercise price paid by the holders of the Warrants.

Common Stock to be Offered by the Selling Stockholders		Up to an aggregate of 7,163,000 shares of Common Stock, consisting of (i) 2,223,000 Issued Shares, (ii) 4,615,000 Warrant Shares issuable upon exercise of the Warrants and (iii) up to 325,000 Conversion Shares issuable upon conversion of the Mandragola Note.

Use of Proceeds		We will not receive any proceeds from the sale of the Shares by the selling stockholders. However, we will receive proceeds from the exercise of the Warrants if such Warrants are exercised for cash. We currently intend to use any such proceeds for general corporate purposes. See “Use of Proceeds.”

Plan of Distribution		The selling stockholders named in this prospectus, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the Shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders may also resell the Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” beginning on page 16 of this prospectus for additional information on the methods of sale that may be used by the selling stockholders.

NYSE American Market Symbol		Our Common Stock is listed on the NYSE American under the symbol “PHGE.”

Risk Factors		Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page 7 of this prospectus and the documents incorporated by reference in this prospectus.

~~SELLING~~RISK ~~SECURITYHOLDERS~~FACTORS

~~(i)~~Investing Upin our securities involves a high degree of risk. In addition to ~~2,305,869~~the ~~Pre-Funded~~other information contained in this prospectus and any prospectus supplement and in the documents we ~~Warrant~~incorporate ~~Shares~~by ~~issuable~~reference, ~~upon~~you ~~exercise~~should ofcarefully consider the ~~Pre~~risks discussed below and under the heading “Risk Factors” in our Annual Report on Form 10-~~Funded~~K ~~Warrants~~for the fiscal year ended December 31, ~~(ii)~~2025, upas well as any amendment or update to 5our risk factors reflected in subsequent filings with the SEC,~~939~~ before making a decision about investing in our securities. Our Annual Report on Form 10-K for the fiscal year ended December 31,~~383~~ ~~Common~~2025 ~~Warrant~~was ~~Shares~~filed ~~issuable~~prior ~~upon~~to ~~exercise~~the closing of the ~~Common~~Water ~~Warrants~~IO SPA and ~~(iii)~~the upMandragola SPA and therefore does not describe risks specific to 6the businesses we acquired in those transactions; accordingly,~~955,528~~ ~~New~~this ~~Warrant~~prospectus ~~Shares~~includes ~~issuable~~below ~~upon~~certain ~~exercise~~additional ofrisk factors relating to those acquired businesses. The risks and uncertainties discussed below and in the ~~New~~documents ~~Warrants~~incorporated ~~may~~by bereference, ~~offered~~including ~~for~~without ~~resale~~limitation our current report on Form 8-K filed on May 5, 2026, ~~from~~are ~~time~~not the only ones facing us. Additional risks and uncertainties not presently known to ~~time~~us, byor ~~the~~that ~~Selling~~we ~~Securityholders~~currently ~~identified~~see inas immaterial, may also harm our business. If any of these risks occur, our business, financial condition and operating results could be harmed, the trading ~~table~~price ~~below~~of our Common Stock could decline and you could lose part or all of your investment.

~~On February~~Risks ~~25,~~Related 2025, we entered into the Securities Purchase Agreement and the Inducement Letter in connection with the Offering. Under the terms of the Securities Purchase Agreement, we issued (i) in a registered direct offering: (a) up to ~~2,828,283~~Our ~~shares~~Business ~~of Common Stock~~ and ~~(ii)~~Financial registered pre-funded warrants to purchase up to 805,231 shares of Common Stock and (ii) in a concurrent private placement: (a) Pre-Funded Warrants to purchase up to 2,305,869 Pre-Funded Warrant Shares at an exercise price of $0.0001 per share and (b) Common Warrants to purchase up to 5,939,383 Common Warrant Shares at an exercise price of $0.9306 per share. Under the terms of the Inducement Letter, we issued (i) New Warrants to purchase up to 6,955,528 New Warrant Shares at an exercise price of $0.9306 per share and (ii) amended and restated warrants (the “A&R Warrants”) to purchase up to 2,994,419 shares of Common Stock.Condition

~~Pursuant to~~Our ~~the~~independent ~~Securities~~registered ~~Purchase~~public ~~Agreement~~accounting ~~and~~firm ~~the~~has ~~Inducement Letter, we agreed to prepare and file, at our sole expense, the registration statement~~included ofan ~~which~~explanatory ~~this~~paragraph ~~prospectus~~relating ~~forms a part and~~ to ~~use~~ our ~~commercially~~ability ~~reasonable efforts~~ to ~~cause~~continue ~~such~~as ~~registration~~a ~~statement~~going toconcern bein ~~declared effective~~its ~~under~~report ~~the~~on ~~Securities~~our ~~Act~~financial ofstatements ~~1933,~~for ~~as amended (~~the ~~“Securities Act”),~~fiscal ~~after~~year ~~the~~ended ~~filing~~December ~~thereof~~31, 2025.

OnThe ~~February~~audit 25opinion for our fiscal year ended December 31, 2025, incontained ~~connection~~a going concern qualification from our independent registered public accounting firm. Our financial statements include ~~with~~an ~~the~~explanatory ~~Securities~~paragraph ~~Purchase~~regarding ~~Agreement~~substantial ~~and~~doubt ~~the~~about ~~Inducement~~our ~~Letter~~ability to continue as a going concern. We have incurred significant operating losses since inception, and we ~~entered~~expect ~~into~~to acontinue ~~Registration~~to ~~Rights~~incur ~~Agreement~~losses (for the ~~“Registration~~foreseeable future as we execute our new strategy focused on ~~Rights~~defense, ~~Agreement”)~~security ~~pursuant~~and critical infrastructure technologies. We will need to ~~which~~raise wesignificant ~~agreed~~additional capital to ~~prepare~~fund ~~and~~our ~~file~~operations. There acan ~~resale~~be ~~registration~~no ~~statement~~assurance ~~with~~that ~~respect~~such financing will be available on acceptable terms, or at all. If we are unable to ~~the~~raise ~~Offered~~additional ~~Securities~~capital ~~and~~when needed, we may be required to ~~use~~delay, reduce or eliminate certain of our ~~commercially~~planned ~~reasonable~~activities, ~~efforts~~or we may be unable to continue as a going concern. The perception that we may not be able to continue as a going concern may cause ~~the~~third ~~registration~~parties, ~~statement~~including customers, suppliers and potential partners, to be ~~declared~~unwilling ~~effective~~to byenter ~~the~~into ~~SEC~~business ~~within~~relationships awith ~~specified time~~us ~~frame~~on commercially reasonable terms, if at all.

ToIf ~~our~~we ~~knowledge,~~are ~~within~~unable ~~the past~~to ~~three~~regain ~~years,~~compliance ~~none~~with of the ~~Selling~~continued ~~Securityholders has held a position as an officer or a director of ours, nor had any other material~~listing ~~relationship~~standards of ~~any~~NYSE ~~kind~~American, ~~with us or any of~~ our ~~affiliates,~~Common ~~except~~Stock tomay ~~the~~be ~~extent set forth in the footnotes to the table below~~delisted.

~~A Selling~~On ~~Securityholder~~March ~~who~~25, is2026, anwe ~~affiliate~~received a notice from the staff of aNYSE ~~broker-dealer~~Regulation ~~and~~indicating ~~any~~that ~~participating~~we ~~broker-dealer~~are ~~may~~not bein ~~deemed~~compliance towith becertain ancontinued ~~“underwriter”~~listing standards relating to stockholders’ equity. ~~within~~On ~~the~~April ~~meaning~~24, of2026, ~~the~~we ~~Securities~~submitted ~~Act~~a compliance plan to NYSE Regulation. On June 10, 2026, NYSE Regulation notified us that it had accepted our plan and ~~any~~granted ~~commissions~~us ora ~~discounts~~plan ~~given~~period through September 25, 2027 to ~~any~~regain ~~such~~compliance ~~Selling~~with ~~Securityholder~~the orapplicable ~~broker-dealer~~continued ~~may~~listing standards. There can be ~~regarded~~no asassurance ~~underwriting~~that ~~commissions~~we will be able to regain compliance within the plan period or ~~discounts~~maintain ~~under~~compliance with the ~~Securities~~other ~~Act~~continued listing standards of the NYSE American. ToIf our ~~knowledge~~Common Stock is delisted from NYSE American, ~~except~~it tocould significantly impair the ~~extent~~liquidity and ~~set~~market ~~forth~~value inof our securities, reduce the ~~footnotes~~ ability of our stockholders to ~~the~~purchase ~~table~~or ~~below~~sell shares, ~~none~~limit ofour ~~the~~ability ~~Selling~~to ~~Securityholders~~raise ~~are~~additional capital ~~affiliates~~through public offerings and adversely affect the perception of ~~broker-dealers~~our Company among investors, customers and ~~there~~business ~~are~~partners. A nodelisting ~~participating~~could ~~broker-dealers~~also trigger defaults or acceleration provisions under our outstanding notes and other instruments, which could have a material adverse effect on our financial condition.

The term “Selling Securityholder” also includes any transferees, pledgees, donees, or other successors in interest to the Selling Securityholder named in the table below.

The following table sets forth the number of Offered Securities (i) known to us to be beneficially owned by each of the Selling Securityholders as of April 11, 2025, (ii) being offered hereby by each of the Selling Securityholders and (iii) beneficially owned by each of the Selling Securityholders after giving effect to the sale by a Selling Securityholder of all of its Offered Securities. The following table also sets forth the percentage of Common Stock beneficially owned by each of the Selling Securityholders after giving effect to the sale by a Selling Securityholder of all Offered Securities, based on 24,966,053 shares of Common Stock outstanding as of April 11, 2025. For purposes of the table below, we have assumed, upon termination of this offering, none of the Offered Securities will be beneficially owned by any of the Selling Securityholders, and we have further assumed that a Selling Securityholder will not acquire beneficial ownership of any additional securities during the offering.

The Selling Securityholders are not making any representation that any of the Offered Securities covered by this prospectus will be offered for sale. Because we do not know how long each of the Selling Securityholders will hold the Offered Securities, whether any will exercise the Warrants and, upon such exercise, how long each such Selling Securityholders will hold the shares of Common Stock before selling them, and because each of the Selling Securityholders may dispose of all, none or some portion of its securities, no estimate can be given as to the number of securities that will be beneficially owned by a Selling Securityholder upon completion of this offering. In addition, each Selling Securityholder may have sold, transferred or otherwise disposed of its securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented.

~~We may~~Recent ~~amend~~Acquisitions ~~or supplement this prospectus from time to time in the future to update or change this Selling Securityholders list~~ and the ~~securities~~ ~~that~~Businesses ~~may~~We ~~be resold.~~ Acquired

	Shares of Common Stock Beneficially Owned Before Offering					Maximum Number of Shares of Common Stock			Shares of Common Stock Beneficially Owned After Offering
Selling Shareholders	Number		Percentage(1)			Offered			Number		Percentage(1)
Entities affiliated with Deerfield Management Company, L.P. (2)		15,558,445		9.99	%		3,223,728	(3)		12,334,717		9.99	%
Cystic Fibrosis Foundation (4)		2,494,109		9.99	%		2,839,846	(5)		2,494,109		9.99	%
NCP RFM LP (6)		2,494,109		9.99	%		230,653	(7)		2,494,109		9.99	%
Nantahala Capital Partners LP (6)		2,494,109		9.99	%		271,306	(8)		2,494,109		9.99	%
Pinehurst Partners, LP (6)		2,494,109		9.99	%		187,488	(9)		2,494,109		9.99	%
Blackwell Partners LLC - Series A (6)		2,494,109		9.99	%		810,626	(10)		2,494,109		9.99	%
District 2 Capital Fund LP (11)		541,123		2.17	%		1,608,029	(12)		541,123		2.17	%
Alyeska Master Fund, L.P. (13)		1,590,738		6.37	%		725,338	(14)		1,590,738		6.37	%
AIGH Investment Partners, LP (15)		1,566,944		6.28	%		533,123	(16)		1,566,944		6.28	%
WVP Emerging Manager Onshore Fund, LLC – AIGH Series (15)		1,566,944		6.28	%		192,215	(17)		1,566,944		6.28	%
Telmina Limited (18)		932,681		3.74	%		900,380	(19)		932,681		3.74	%
3i, LP (20)		270,561		1.08	%		804,015	(21)		270,561		1.08	%
YA II PN, Ltd. (22)		375,479		1.50	%		398,213	(23)		375,479		1.50	%
Lytton-Kambara Foundation (24)		729,496		2.92	%		455,408	(25)		729,496		2.92	%
ADAR1 Partners, LP (26)		1,162,196		4.66	%		455,408	(27)		1,162,196		4.66	%
Allostery Master Fund LP (28)		940,629		3.77	%		455,408	(29)		940,629		3.77	%
Alumni Capital LP (30)		135,281		*			402,009	(31)		135,281		*
Kingsbrook Opportunities Master Fund LP (32)		97,931		*			94,595	(33)		97,931		*
Boothbay Absolute Return Strategies, LP (34)		162,376		*			149,028	(35)		162,376		*
Boothbay Diversified Alpha Master Fund LP (36)		12,950		*			12,950	(37)		12,950		*
Red Hook Fund LP (38)		214,915		*			214,915	(39)		214,915		*
Warberg WF XII LP (40)		107,458		*			107,458	(41)		107,458		*
Richard Molinsky (42)		27,056		*			80,402	(43)		27,056		*
Abraham D. Sofaer (44)		243,109		*			32,695	(45)		243,109		*
Norm Gitis (46)		136,036		*			15,544	(47)		136,036		*

We have recently undergone a fundamental transformation of our business, management and strategic direction, and there can be no assurance that our new strategy will be successful.

*Beginning ~~Less~~in ~~than~~the 1%fourth quarter of 2025 and continuing into the first and second quarters of 2026, we discontinued our legacy phage therapy programs, experienced the commencement of insolvency proceedings by our former Israeli operating subsidiary BiomX Ltd., replaced our entire management team and Board of Directors, and adopted a new strategy focused on building a diversified portfolio of advanced defense, security and critical infrastructure technologies. We have limited operating history in the defense, security and critical infrastructure markets, and our ability to execute our new strategy is unproven. Our new management team, while experienced in corporate strategy, mergers and acquisitions and capital markets, has not previously managed a publicly traded defense or security technology company. There can be no assurance that our strategic pivot will result in successful acquisitions, revenue growth or profitability, and the failure to execute our strategy could have a material adverse effect on our business, financial condition and results of operations.

~~(1)~~We ~~Any~~may ~~securities~~fail ~~not outstanding which are subject~~ to ~~options,~~successfully ~~warrants,~~integrate ~~rights or conversion privileges are deemed to be outstanding for~~ the ~~purpose~~businesses ofacquired in ~~computing~~ the ~~percentage~~Water ofIO ~~outstanding~~Acquisition ~~securities~~and of the ~~class~~Mandragola ~~owned~~Acquisition, bywhich ~~such~~could ~~selling~~prevent ~~stockholder~~us ~~but~~from ~~are~~realizing ~~not deemed to be outstanding for~~ the ~~purpose~~anticipated ofbenefits ~~computing the percentage~~ of ~~the~~these ~~class by any other selling stockholder~~transactions.

~~(2)~~We ~~The~~recently ~~shares~~completed oftwo ~~Common~~significant ~~Stock~~acquisitions: the ~~beneficially~~Water ~~owned~~IO ~~consist of (A) (i) 1~~Acquisition,~~247,054~~ ~~shares~~pursuant ofto ~~common~~which ~~stock,~~we ~~(ii)~~acquired ~~4,795,700~~100% ~~shares~~ of ~~Common~~Zorronet, ~~Stock~~and ~~issuable upon conversion of shares of Series X Preferred Stock (subject to~~ the ~~Beneficial~~Mandragola ~~Ownership Limitation (as defined below)) and (iii) 1~~Acquisition,~~736,469~~ ~~shares~~pursuant ofto ~~common~~which ~~stock~~we ~~issuable~~acquired a ~~upon exercise of warrants that were exercisable as of April 11, 2025, or will become exercisable within~~ 60% ~~days~~equity ~~thereafter,~~interest in ~~each~~DFSL ~~case,~~on ~~held~~a ~~directly~~fully-diluted bybasis. ~~Deerfield~~Both ~~Private~~Zorronet ~~Design Fund V, L.P.,~~ and ~~(B)~~DFSL ~~(i)~~operate ~~1,247,054~~in ~~shares~~industries ofthat ~~Common~~are ~~Stock,~~materially ~~(ii)~~different ~~4,795,700~~from our ~~shares~~historical ofbusiness ~~Common Stock issuable upon conversion~~ of ~~shares~~developing ofphage-based ~~Series~~therapeutics, ~~X Preferred Stock (subject to the Beneficial Ownership Limitation (as defined below))~~ and ~~(iii)~~we ~~1,736,469~~have ~~shares~~limited ofexperience ~~Common~~managing ~~Stock~~businesses ~~issuable upon exercise~~ of ~~warrants~~these ~~(subject~~types. toThe integration ~~the Beneficial Ownership Limitation) that were exercisable as~~ of ~~April~~Zorronet ~~11,~~and ~~2025,~~DFSL orinvolves ~~will~~numerous ~~become exercisable within 60 days thereafter~~risks, inincluding: ~~each~~diversion ~~case,~~of ~~held~~management ~~directly~~attention byfrom ~~Deerfield~~our ~~Healthcare~~existing ~~Innovations~~operations; ~~Fund~~difficulty retaining ~~II,~~key ~~L.P. Such amounts exclude an aggregate of 3~~employees,~~223,728~~ ~~shares~~customers ofand ~~Common~~business ~~Stock~~relationships ~~issuable upon exercise~~ of the ~~New~~acquired ~~Warrants~~businesses; ~~(subject~~unanticipated tointegration ~~the~~costs, ~~Beneficial~~including ~~Ownership~~costs to ~~Limitation)~~upgrade, asalign ~~such~~or ~~New~~consolidate ~~Warrants~~financial ~~will only become exercisable~~reporting, ifinformation ~~at all~~technology, ~~following~~internal ~~stockholder~~controls ~~approval. The terms of the Series X Preferred Stock~~ and ~~provisions~~other ofsystems; the ~~warrants~~assumption ~~restrict the conversion~~ of ~~such shares~~ unknown or ~~the~~contingent ~~exercise of such warrants~~liabilities, ~~as applicable, to the extent that, upon such conversion~~ or ~~exercise,~~liabilities ~~the~~in ~~number~~excess of ~~shares of Common Stock then beneficially owned by~~ the ~~holder~~amounts ~~and~~we ~~its~~anticipated; ~~affiliates~~exposure ~~and~~to ~~any~~regulatory, ~~other~~tax, ~~person~~litigation, environmental or ~~entities~~other ~~with~~liabilities ~~which~~that ~~such~~were ~~holder~~not ~~would~~identified ~~constitute~~or aadequately ~~Section~~accounted ~~13(d)~~for ~~“group”~~in ~~would~~our ~~exceed~~due ~~9.99%~~diligence; offailure ~~the~~to ~~total~~achieve ~~number~~expected ~~of shares of Common Stock then outstanding (the “Beneficial Ownership Limitation”). Accordingly~~synergies, revenue ~~notwithstanding~~growth ~~the~~or ~~number~~cost ofsavings; ~~shares~~and ~~reported,~~challenges ~~each~~in ofoperating ~~Deerfield~~businesses ~~Private~~in ~~Design~~geographically ~~Fund~~separated V,jurisdictions ~~L.P.~~ and ~~Deerfield~~differing ~~Healthcare~~legal ~~Innovations~~and regulatory ~~Fund II, L~~environments.P. ~~(and~~If ~~each~~we ~~other~~are ~~person~~unable ~~that may be deemed~~ to ~~beneficially~~successfully ~~own~~integrate ~~shares~~Zorronet ofor ~~common~~DFSL, ~~stock~~or ~~held~~if ~~directly by~~ either of ~~them)~~those ~~disclaims~~businesses ~~beneficial~~does ~~ownership~~not ofperform as ~~the~~we ~~shares~~expect, ofwe ~~Common~~may ~~Stock~~fail ~~issuable upon conversion of Series X Preferred Stock and the exercise of such warrants~~ to ~~the~~realize ~~extent that upon such conversion or exercise~~ the ~~number~~anticipated benefits of ~~shares~~these ~~beneficially~~acquisitions, ~~owned~~which bycould ~~all~~have ~~reporting~~a ~~persons~~material ~~hereunder,~~adverse ineffect ~~the~~on ~~aggregate~~our business, ~~would~~financial ~~exceed~~condition ~~the~~and ~~Beneficial~~results ~~Ownership~~of ~~Limitation~~operations.

~~Mr.~~Our ~~Flynn~~recent isacquisitions the managing member of the general partner of each of Deerfield Mgmt V, L.P. (“Deerfield Mgmt V”) and Deerfield Mgmt HIF II, L.P. (“Deerfield Mgmt HIF II”) and Deerfield Management Company, L.P. (“Deerfield Management”). Deerfield Mgmt V is the general partner of Deerfield Private Design Fund V, L.P. Deerfield Mgmt HIF II is the general partner of Deerfield Healthcare Innovations Fund II, L.P. and Deerfield Management is the investment manager of each Fund. As a result, Deerfield Management and Mr. Flynn have ~~shared~~diversified ~~voting~~our ~~power~~business ~~and~~into ~~shared dispositive power over the securities held by the Funds, Deerfield Mgmt V has shared~~industries ~~voting~~that ~~power~~are ~~and~~materially ~~shared~~different ~~dispositive~~from ~~power~~our ~~over~~historical ~~the securities held by Deerfield Private Design Fund V~~operations, ~~L.P.~~ and ~~Deerfield~~we ~~Mgmt~~may ~~HIF II~~lack ~~shared voting power and shared dispositive power over~~ the ~~securities~~expertise ~~held~~to byoperate ~~Deerfield~~these ~~HIF~~businesses IIsuccessfully. ~~The address for Deerfield is 345 Park Avenue South, 12th Floor, New York, New York 10010.~~

Our historical business has focused on the discovery and development of phage-based therapeutics. Through the Water IO Acquisition and the Mandragola Acquisition, we have entered into materially different businesses, including (i) through Zorronet, artificial intelligence-driven products and services and (ii) through DFSL, LADAR-based detection and perimeter security solutions. These businesses have different customer bases, revenue models, technical requirements, competitive dynamics, regulatory frameworks and capital requirements than our historical operations. We have limited experience operating or overseeing businesses of these types. Our ability to manage these new businesses effectively depends on, among other things, retaining and recruiting personnel with appropriate expertise, implementing appropriate internal controls and governance, and adapting our management practices to a more diverse portfolio of operations. If we fail to do so, we may experience execution failures, diminished profitability, impairment of goodwill or other intangible assets, or reputational harm, any of which could have a material adverse effect on our business, financial condition and results of operations.

~~(3)~~We ~~Represents~~acquired 1only a 60% equity interest in DFSL,~~611,864~~ ~~New~~the ~~Warrant~~DFSL ~~Shares~~acquisition remains ~~beneficially~~subject ~~owned~~to bythe ~~each~~approval of ~~Deerfield~~the ~~Private~~Israel ~~Design~~Innovation ~~Fund V~~Authority, ~~L.P.~~ and ~~Deerfield~~DFSL’s ~~Healthcare~~business ~~Innovations~~is ~~Fund~~highly IIdependent on its founder, LDr.P Yaacov Frucht.

~~(4)~~We ~~Represents~~acquired ~~2,494,109~~60% ~~shares~~ of ~~Common~~the ~~Stock~~issued and ~~excludes~~outstanding voting ~~(i)~~equity 1capital of DFSL on a fully-diluted basis,~~308,800~~ ~~shares~~with ofthe ~~Common~~remaining ~~Stock~~40% ~~issuable~~held ~~upon~~by ~~conversion~~Dr. ofYaacov 13Frucht,~~088~~ ~~shares~~DFSL’s offounder. ~~Series~~Our Xability to ~~Preferred~~fully ~~Stock~~control (DFSL’s operations is subject to the terms of the shareholders’ agreement among the Company, DFSL and Dr. Frucht, and applicable Israeli law. As a 9minority shareholder, Dr.~~99%~~ ~~beneficial~~Frucht ~~ownership~~may ~~limitation)~~have certain protective rights, ~~(ii)~~and 1disagreements between the Company and Dr. Frucht regarding the direction,~~081,750~~ ~~shares~~management or commercialization of ~~Common~~DFSL’s ~~Stock~~business ~~issuable~~could ~~upon~~disrupt ~~exercise~~operations ofor delay strategic initiatives. In addition, DFSL has previously received grants from the ~~Common~~Israel ~~Warrants~~Innovation Authority (~~subject~~the to“IIA”) afor 9the development of its anti-drone technology.~~99%~~ ~~beneficial~~Under ~~ownership~~Israel’s ~~limitation)~~Encouragement of Research, ~~(iii)~~Development 1and Technological Innovation in Industry Law,~~174~~ 5744-1984,~~859~~ the ~~shares~~change of ~~Common~~control ~~Stock~~of ~~issuable~~DFSL ~~upon~~resulting ~~exercise~~from the Mandragola SPA requires the approval of the ~~New~~IIA. ~~Warrants~~There ~~(subject~~can tobe ano ~~9.99%~~assurance ~~beneficial~~that ~~ownership~~such approval ~~blocker)~~will be obtained, ~~(iv)~~or ~~375~~that the IIA will not impose conditions that materially limit our ability to operate,~~399~~ ~~shares~~transfer or commercialize DFSL’s technology outside of ~~Common~~Israel. ~~Stock~~Technologies ~~issuable~~developed ~~upon~~with ~~exercise~~IIA funding are generally subject to restrictions on manufacturing, transfer and licensing outside of Israel, and the ~~A&R~~IIA ~~Warrants,~~may ~~(v)~~require ~~583~~repayment of grants,~~237~~ ~~shares~~payment of ~~Common~~additional ~~Stock~~fees ~~issuable~~or ~~upon~~royalties, ~~exercise~~or ofimpose ~~the~~other conditions ~~Pre-Funded~~as ~~Warrants~~a ~~(subject~~prerequisite to aapproving 9the change of control.~~99%~~ ~~beneficial~~Finally, ~~ownership~~Dr. ~~limitation)~~Frucht is the principal technical and ~~(vi)~~operational ~~591,622~~leader of ~~shares~~DFSL and possesses critical knowledge of ~~Common~~DFSL’s ~~Stock~~proprietary ~~issuable~~LADAR ~~upon~~technology. ~~exercise~~The loss of ~~registered~~Dr. ~~Pre-Funded~~Frucht’s ~~Warrants~~services, ~~(subject~~whether due to adeath, disability, 9termination or disagreement, could materially disrupt DFSL’s operations and impair our ability to develop, maintain and commercialize DFSL’s technology.~~99%~~ ~~beneficial~~We ~~ownership~~do ~~limitation)~~not maintain key person insurance on Dr. ~~Such~~Frucht. ~~New~~If ~~Warrants~~IIA approval is not obtained, ~~Common~~if ~~Warrants~~Dr. ~~and~~Frucht ~~Pre-Funded~~were ~~Warrants~~to ~~will~~cease providing ~~only~~services beto ~~exercisable~~DFSL, ~~following~~or ~~stockholder~~if ~~approval~~our relationship with Dr. Frucht were to deteriorate, the anticipated benefits of the Mandragola Acquisition could be materially impaired.

Zorronet’s ~~The~~business ~~address~~depends ofon ~~Cystic~~a ~~Fibrosis~~small ~~Foundation~~number of key customer isrelationships ~~4550~~and ~~Montgomery~~includes ~~Ave.,~~classified ~~Suite~~defense ~~1100N~~work ~~Bethesda,~~that MDmay ~~20814~~limit our ability to disclose or commercialize certain capabilities.

~~(5)~~A ~~Represents~~substantial ~~(i)~~portion ~~583~~of Zorronet’s current and projected revenues is derived from a limited number of key customer relationships,~~237~~ ~~Pre-Funded~~including ~~Warrant~~ongoing ~~Shares~~engagements with Elbit Systems Ltd. and approximately three classified projects with Rafael Advanced Defense Systems in the areas of border defense and command center upgrades. The loss of, ~~(ii)~~or 1a significant reduction in business from,~~081~~ any of these key customers could have a material adverse effect on Zorronet’s revenues,~~750~~ ~~New~~financial ~~Warrant~~condition ~~Shares~~and business prospects. Defense prime contractors typically engage with multiple vendors and may reduce or terminate engagements at any time based on changing requirements, budget constraints or a preference for alternative solutions. In addition, a portion of Zorronet’s activities involve classified defense projects that are subject to Israeli Ministry of Defense security requirements. These requirements impose restrictions on our ability to publicly disclose the nature, scope and ~~(iii)~~results 1of such projects,~~174~~ which may limit our ability to use such projects as references for marketing purposes or to commercialize the underlying technologies in other markets. Any failure to comply with applicable security requirements could result in the loss of existing contracts,~~859~~ ~~Common~~disqualification from ~~Warrant~~future ~~Shares~~classified work and potential legal and regulatory penalties.

~~(6)~~Our ~~Represents~~operations ~~2,494,109~~through ~~shares~~Zorronet ~~of Common Stock~~ and ~~excludes~~DFSL ~~(i)~~may ~~865,300~~be ~~shares~~adversely ofaffected by ~~Common Stock issuable upon exercise of the New Warrants (subject to a beneficial ownership limitation of 9.99%)~~political, ~~(ii)~~economic 424,191 shares of Common Stock issuable upon exercise of the Common Warrants (subject to a beneficial ownership limitation of 9.99%), (iii) 101,791 shares of Common Stock issuable upon exercise of the A&R Warrants, (iv) 210,582 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a 9.99% beneficial ownership limitation), and ~~(v)~~military ~~213,609~~conditions ~~shares~~in ofIsrael ~~Common Stock issuable upon exercise of registered Pre-Funded Warrants (subject to a 9.99% beneficial ownership limitation). Such New Warrants, Common Warrants~~ and ~~Pre-Funded~~the ~~Warrants~~Middle ~~will only be exercisable following stockholder approval~~East.

~~Nantahala~~Zorronet ~~Capital~~and ~~Management,~~DFSL ~~LLC~~are isboth aIsraeli ~~Registered~~companies ~~Investment Adviser~~with operations, employees and ~~has~~facilities ~~been~~in ~~delegated~~Israel. ~~the~~Political, ~~legal~~economic ~~power~~and tomilitary ~~vote~~conditions in Israel and~~/or~~ ~~direct~~the Middle East directly affect the ~~disposition~~operations of ~~such~~these ~~securities~~businesses. onSince ~~behalf~~October of7, 2023, the ~~selling~~State ~~stockholder~~of as Israel has been engaged in a ~~General~~series ~~Partner,~~of ~~Investment~~armed ~~Manager,~~conflicts oron ~~Sub-Advisor~~multiple fronts, ~~and~~including ~~would~~with beHamas, ~~considered~~Hezbollah ~~the~~and ~~beneficial~~Iran, ~~owner~~and ofwith ~~such~~related ~~securities.~~groups ~~The~~in ~~above~~Yemen, ~~shall not~~Syria beand ~~deemed~~other tojurisdictions. bePotential anconsequences of ~~admission~~these byconflicts ~~the~~and ~~record~~related ~~owners~~tensions orfor the ~~selling~~operations ~~stockholder~~of ~~that~~our ~~they~~Israeli ~~are~~subsidiaries ~~themselves~~include: ~~beneficial~~the ~~owners~~call-up of ~~these~~employees ~~securities~~ for ~~purposes~~military reserve ofduty, ~~Section~~which ~~13(d)~~may ofdisrupt ~~the~~ongoing ~~Securities~~projects ~~Exchange~~and ~~Act~~operational ofcontinuity; ~~1934,~~supply aschain ~~amended~~disruptions, orincluding ~~the~~delays ~~Exchange~~and ~~Act,~~increased costs orarising ~~any~~from ~~other~~restrictions ~~purpose.~~on ~~Wilmot~~air ~~Harkey~~ and ~~Daniel~~sea ~~Mack~~transportation ~~are~~to ~~managing~~and ~~members~~from ofIsrael; ~~Nantahala~~potential ~~Capital~~temporary ~~Management,~~evacuation ~~LLC~~or ~~and~~relocation ~~may~~of befacilities or ~~deemed~~operations due to ~~have~~security ~~voting~~threats; ~~and~~limitations ~~dispositive~~imposed ~~power~~by ~~over the~~foreign ~~shares~~governments ~~held~~on bytrade ~~the~~with, ~~selling~~or ~~stockholder.~~exports ~~The~~to, ~~pre-funded~~Israeli ~~warrants~~entities; ~~are~~boycotts, protests ~~subject~~and tosimilar aactions ~~beneficial~~directed ~~ownership~~at ~~limitation~~Israeli ofcompanies ~~9.99,~~or ~~which~~products; ~~such limitation~~and ~~restricts~~volatility in the ~~selling~~Israeli ~~stockholder~~shekel ~~from~~or ~~exercising~~downgrades ~~that~~in ~~portion~~Israel’s sovereign ofcredit rating. We cannot predict the ~~pre-funded~~duration, ~~warrants~~intensity ~~that~~or ~~would~~ultimate ~~result~~outcome inof ~~the~~current ~~selling~~or future conflicts involving Israel. ~~stockholder~~Any ~~and~~material ~~its~~or ~~affiliates~~sustained ~~owning,~~escalation ~~after~~of ~~exercise,~~such conflicts could have a ~~number~~material ofadverse ~~shares~~effect on the operations of ~~common~~Zorronet ~~stock~~or DFSL, and in ~~excess~~turn ofon ~~the~~our ~~beneficial~~business, ~~ownership~~financial ~~limitation~~condition and results of operations.

The address of Nantahala Capital Management, LLC and NCP RFM LP is 130 Main St, New Canaan, Connecticut 06840. The address of Pinehurst Partners, LP is Corporation Trust Center 1209 Orange Street, Wilmington, DE 19801. The address of Blackwell Partners LLC – Series A is 280 South Mangum Street, Suite 210, Durham, NC 27701.

(7) Represents (i) 32,379 Pre-Funded Warrant Shares, (ii) 133,050 New Warrant Shares, and (iii) 65,224 Common Warrant Shares.

~~(8)~~The ~~Represents~~businesses ~~(i)~~of ~~38,086~~Zorronet ~~Pre-Funded~~and ~~Warrant~~DFSL ~~Shares,~~may ~~(ii)~~be ~~156,500~~subject ~~New~~to ~~Warrant Shares~~export controls, defense-industry regulations and ~~(iii)~~government-customer ~~76,720~~considerations ~~Common~~that ~~Warrant~~could ~~Shares~~constrain their operations.

~~(9)~~Depending ~~Represents~~on ~~(i)~~the 26nature of their activities,~~320~~ ~~Pre~~Zorronet’s artificial intelligence and data-~~Funded~~driven ~~Warrant~~products ~~Shares~~and DFSL’s LADAR-based detection technologies may be subject to export control and defense-related regulations in Israel, ~~(ii)~~the ~~108~~United States and other jurisdictions,~~150~~ ~~New~~including ~~Warrant~~Israel’s ~~Shares~~Defense Export Control Law, 5767-2007 and ~~(iii)~~related regulations, 53the U.S. Export Administration Regulations,~~018~~ ~~Common~~the ~~Warrant~~International ~~Shares~~Traffic in Arms Regulations and similar regimes. Products, technologies or services developed or marketed by Zorronet or DFSL may require export licenses, use authorizations or other governmental approvals, and may be subject to restrictions on sale to certain customers or in certain jurisdictions. Changes in applicable export control laws and regulations, or in the diplomatic or trade relations between Israel and other countries, could affect the ability of Zorronet and DFSL to access or retain customers, meet contract delivery schedules, or pursue new business opportunities. Failure to comply with applicable export control regulations could result in civil or criminal penalties, debarment from future government contracting, or reputational harm. In addition, to the extent that Zorronet or DFSL derives revenue from contracts with governmental or defense-industry customers, a reduction in applicable government spending, changes in procurement policy or priorities, or disputes or terminations under specific contracts could have a material adverse effect on their operations and on our business and results of operations.

~~(10)~~We ~~Represents~~have ~~(i)~~assumed ~~113,797~~a ~~Pre-Funded~~contingent ~~Warrant~~earnout ~~Shares,~~obligation ~~(ii)~~in ~~467,600~~connection with ~~New~~the ~~Warrant~~Water ~~Shares,~~IO ~~and~~Acquisition ~~(iii)~~that ~~229,229~~could ~~Common~~require ~~Warrant~~us ~~Shares~~to make substantial payments in 2027.

~~(11)~~In ~~Represents~~connection ~~541~~with the Water IO SPA,~~123~~ ~~shares~~we ofassumed an ~~Common~~obligation, ~~Stock~~payable ~~and~~no ~~excludes~~later ~~(i)~~than 1March 31,~~074~~ 2027,~~576~~ ~~shares~~to ofmake ~~Common~~an ~~Stock~~earnout ~~issuable~~payment ~~upon~~to ~~exercise~~the offounders ~~Common~~and ~~Warrants~~former ~~(subject~~shareholders toof aZorronet ~~beneficial~~equal to ~~ownership~~the ~~limitation~~greater of ~~4.99%~~(x), 125% of Zorronet’s consolidated revenue for fiscal year 2026 and (iiy) ~~533,453~~eight ~~shares~~(8) oftimes ~~Common~~Zorronet’s ~~Stock~~consolidated ~~issuable~~EBITDA for ~~upon~~fiscal ~~exercise~~year 2026. The ultimate amount of this earnout is dependent on the ~~Pre-Funded~~future ~~Warrants.~~financial ~~Such~~performance ~~Pre-Funded~~of ~~Warrants~~Zorronet, which is subject to a range of business, operational, market and ~~Common~~competitive ~~Warrants~~risks ~~will~~and ~~only~~uncertainties, and cannot be ~~exercisable~~predicted ~~following~~at ~~stockholder~~this ~~approval~~time. ~~The~~If ~~address~~Zorronet’s revenue or EBITDA for fiscal year 2026 are substantial, the resulting earnout obligation could be correspondingly large and could require us to use a significant portion of ~~District~~our 2cash ~~Capital~~resources, ~~Fund~~raise LPadditional iscapital 14on ~~Wall~~terms ~~Street~~that may not be favorable to our existing stockholders, or ~~2nd~~issue ~~Floor~~additional securities, ~~Huntington~~any of which could have a material adverse effect on our business, NYfinancial ~~11743~~condition and results of operations.

~~(12)~~Risks ~~Represents~~Related ~~(i)~~to ~~533,453~~this ~~Pre-Funded~~Offering ~~Warrant Shares,~~ and ~~(ii)~~Our ~~1,074,576~~ Common ~~Warrant Shares.~~Stock

~~(13)~~The ~~Represents~~resale ~~1,590,738~~of shares ofregistered ~~Common~~under ~~Stock~~this ~~and~~prospectus ~~excludes~~may ~~(i)~~depress the ~~292,638~~market ~~shares~~price of ~~Common~~our ~~Stock~~common ~~issuable~~stock ~~upon exercise of Common Warrants (subject to a beneficial ownership limitation of 9.99%),~~ and ~~(ii)~~reduce ~~432,700~~the ~~shares~~proceeds ofwe ~~Common~~are ~~Stock~~able ~~issuable~~to ~~upon~~raise ~~exercise~~under ofour at-the-market ~~New~~offering ~~Warrants (subject to a beneficial ownership limitation of 9~~program.~~99%). Such New Warrants and Common Warrants will only be exercisable following stockholder approval.~~

~~The~~This ~~address~~prospectus registers a substantial number of ~~Alyeska~~shares ~~Master~~of ~~Fund~~our common stock for resale by the selling stockholders, L who received these securities as consideration in our recent acquisitions.P. Once the registration statement of which this prospectus forms a part is 77declared Weffective, these shares may be sold into the public market, and the selling stockholders may sell all or a portion of their shares at any time and from time to time. ~~Wacker~~Certain of the underlying securities are exercisable at prices that may be below the prevailing market price of our common stock, ~~Suite~~which ~~700~~increases the likelihood that the holders will exercise and sell. The sale of a large number of these shares, ~~Chicago~~or the perception that these sales could occur, ILcould cause ~~60601~~the market price of our common stock to decline, particularly given the historically limited trading volume of our common stock.

~~(14)~~We ~~Represents~~also ~~(i)~~maintain ~~432~~an active “at-the-market” offering program with H.C. Wainwright & Co.,~~700~~ ~~New~~LLC, ~~Warrant~~under ~~Shares~~which we may sell shares of our common stock for our own account at prevailing market prices. The proceeds we are able to raise under that program depend on the market price of our common stock and on the size of our public float, which under General Instruction I.B.6 to Form S-3 limits the amount we may sell in any twelve-month period to one-third of our public float. If resales under this prospectus, alone or together with our own sales under the at-the-market program, cause the market price of our common stock to decline, we would receive less for each share we sell under that program and ~~(ii)~~may ~~292~~need to sell more shares to raise the same amount of capital,~~638~~ ~~Common~~increasing ~~Warrant~~dilution ~~Shares~~to our existing stockholders. In addition, any resulting decline in our stock price or public float would further reduce the amount we are able to raise under the program. Because sales under the at-the-market program and resales by the selling stockholders may occur at or about the same time, these effects could be magnified.

(15) Represents (i) 1,182,923 shares of Common Stock held by AIGH Investment Partners, L.P. (“AIGH LP”), and (ii) 384,021 shares of Common Stock held by WVP Emerging Manager Onshore Fund, LLC - AIGH Series (“WVP-AIGH”). Excludes (i) 432,700 shares of Common Stock issuable upon exercise of the New Warrants (subject to a beneficial ownership limitation of 9.99%), and (ii) 292,638 shares of Common Stock issuable upon exercise of the Common Warrants (subject to a beneficial ownership limitation of 9.99%). Such New Warrants and Common Warrants will only be exercisable following stockholder approval.

AIGH Capital Management, LLC (“AIGH CM”), as an Advisor or Sub-Advisor of AIGH LP and WVP-AIGH, may be deemed to beneficially own the securities held by AIGH LP and WVP-AIGH. Mr. Hirschman, as Managing Member of AIGH CM and president of AIGH Investment Partners, L.L.C (“AIGH LLC”), may be deemed to beneficially own the securities held by AIGH CM and AIGH LLC. The principal business address of Mr. Hirschman and each such entity is 6006 Berkeley Avenue, Baltimore, MD 21209.

(16) Represents (i) 324,900 New Warrant Shares, and (ii) 208,223 Common Warrant Shares.

(17) Represents (i) 107,800 New Warrant Shares, and (ii) 84,415 Common Warrant Shares.

(18) Represents 932,681 shares of Common Stock and excludes (i) 514,945 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 9.99%), (ii) 129,800 shares of Common Stock issuable upon exercise of the New Warrants (subject to a beneficial ownership limitation of 9.99%), and (iii) 255,635 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a beneficial ownership limitation of 9.99%). Such New Warrants, Pre-Funded Warrants and Common Warrants will only be exercisable following stockholder approval. Telmina Limited is a BVI company with an address at C/O Geneva Trust Company (GTC) S.A., 34 Rue de l’athenee, PO Box 393, 1211 Geneva 12, Switzerland, whose shares are registered through its parent, treasury, company Centaurus Investments Limited.

(19) Represents (i) 129,800 New Warrant Shares, (ii) 514,945 Common Warrant Shares, and (iii) 255,635 Pre-Funded Warrant Shares.

(20) Represents 270,561 shares of Common Stock and excludes (i) 537,288 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 4.99%), and (ii) 266,727 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a beneficial ownership limitation of 4.99%). Such New Warrants and Common Warrants will only be exercisable following stockholder approval. 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. Mr. Tarlow disclaims beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013. We have been advised that none of Mr. Tarlow, 3i Management LLC, or 3i, LP is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.

~~(21)~~The ~~Represents~~issuance ~~(i)~~of ~~266,727~~the ~~Pre-Funded~~shares ~~Warrant~~of ~~Shares~~Common ~~and~~Stock ~~(ii)~~covered ~~537,288~~by this prospectus could significantly increase the total number of shares of Common ~~Warrant~~Stock ~~Shares~~issued and outstanding and thereby cause our existing stockholders to experience substantial dilution.

The Shares being offered pursuant to this prospectus consist of (22i) ~~Represents~~2,223,000 ~~375~~Issued Shares that have already been issued to the selling stockholders,~~479~~ ~~shares~~(ii) 4,615,000 Warrant Shares issuable upon exercise of ~~Common~~the ~~Stock~~Warrants and ~~excludes~~ (iiii) ~~386~~up to 325,~~846~~000 Conversion Shares issuable upon conversion of the Mandragola Note. Immediately prior to the closing of the Water IO SPA on April 10, 2026, there were 6,543,516 shares of Common Stock ~~issuable~~issued ~~upon~~and ~~exercise~~outstanding. After giving effect to the issuance of the 2,223,000 Issued Shares, there were 8,766,516 shares of Common ~~Warrants~~Stock issued and outstanding (subject to any aother ~~beneficial~~issuances ~~ownership~~of ~~limitation~~Common ofStock ~~4.99%~~between such dates). As of June 2, ~~and~~2026, ~~(ii)~~there were 11,~~367~~160,153 shares of Common Stock ~~issuable~~issued ~~upon~~and ~~exercise~~outstanding. Assuming all of the ~~Pre-Funded~~ Warrants ~~(subject~~are toexercised ain ~~beneficial~~full ~~ownership~~and ~~limitation~~the Mandragola Note is converted in full, and assuming no other issuances of 4Common Stock, the aggregate 7,163,000 Shares being registered hereunder would represent approximately 52.993%). ~~Such~~of ~~New~~the ~~Warrants~~shares ~~and~~of Common ~~Warrants~~Stock ~~will~~that would ~~only~~then be ~~exercisable~~issued ~~following~~and ~~stockholder~~outstanding, ~~approval~~and would represent an increase of approximately 109.5% ~~The~~over ~~address~~the number of YAshares IIof PNCommon Stock that were issued and outstanding immediately prior to the closing of the Water IO SPA. As a result, ~~Ltd~~an existing stockholder’s proportionate interest in us will be substantially diluted. isThe ~~1012~~actual ~~Springfield~~number ~~Avenue,~~of ~~Mountainside,~~shares NJof ~~07092~~Common Stock that we issue to the selling stockholders upon exercise of the Warrants and conversion of the Mandragola Note may be less than the aggregate number of Shares covered by this prospectus.

~~(23)~~Substantial ~~Represents~~future ~~(i)~~sales ~~11,367~~or ~~Pre-Funded~~other ~~Warrant~~issuances ~~Shares~~of ~~and~~our ~~(ii)~~Common ~~386,846~~Stock could ~~Common~~depress ~~Warrant~~the ~~Shares~~market for our Common Stock.

~~(24)~~Sales ~~Represents~~of ~~729,496~~a substantial number of shares of our Common Stock and ~~excludes~~any ~~(i)~~future ~~159,752~~sales of a substantial number of shares of Common Stock ~~issuable~~in ~~upon~~the ~~exercise~~public market, including the sale of ~~Common~~any ~~Warrants~~of the ~~(subject~~Shares toregistered ahereunder, ~~beneficial~~or ~~ownership~~the ~~limitation~~perception ofby ~~4.99%),~~the ~~(ii)~~market 79that those sales could occur,~~306~~ ~~shares~~could cause the market price of ~~Common~~our Common Stock ~~issuable~~to ~~upon~~decline ~~exercise~~or ofcould make it more difficult for us to raise funds through the ~~Pre~~sale of equity and equity-~~Funded~~related ~~Warrants~~securities ~~(subject~~in tothe future at a ~~beneficial~~time ~~ownership~~and ~~limitation~~price ofthat 4our management deems acceptable, or at all.~~99%)~~ In addition, ~~and~~as ~~(iii)~~opportunities ~~216~~present themselves,~~350~~ we may enter into financing or similar arrangements in the future, including the issuance of debt securities or additional shares of Common Stock, which ~~issuable~~could ~~upon~~also ~~exercise~~depress of the ~~New~~market ~~Warrants~~for our Common Stock. ~~Such~~We ~~New~~cannot ~~Warrants,~~predict ~~Pre-Funded~~the ~~Warrants~~effect, ~~and~~if ~~Common~~any, ~~Warrants~~that ~~will~~market ~~only~~sales beof ~~exercisable~~those ~~following~~shares ~~stockholder~~of ~~approval.~~Common Stock ~~The~~or ~~address~~the availability of ~~Lytton-Kambara~~those ~~Foundation~~shares isfor ~~467~~sale ~~Central~~will ~~Park~~have ~~West~~on ~~17-A,~~the ~~New~~market ~~York,~~price NYof ~~10025~~our Common Stock.

~~(25)~~You ~~Represents~~may ~~(i)~~experience ~~79,306~~future ~~Pre-Funded~~dilution ~~Warrant~~as ~~Shares,~~a ~~(ii)~~result ~~216,350~~of ~~New~~future ~~Warrant~~equity offerings ~~Shares,~~ and ~~(iii)~~other ~~159,752~~issuances ~~Common~~of ~~Warrant~~our ~~Shares~~securities.

~~(26)~~In ~~Represents~~order 1to raise additional capital,~~162,196~~ we may in the future offer additional shares of Common Stock ~~and~~or ~~excludes~~other ~~(i)~~securities ~~159,752~~convertible ~~shares~~into ofor exchangeable for our Common Stock ~~issuable~~at ~~upon~~prices that ~~exercise~~may ofnot ~~Common~~be ~~Warrants~~the ~~(subject~~same toas athe ~~beneficial~~price ~~ownership~~per ~~limitation~~share ofpaid 4by investors in prior offerings.~~99%),~~ ~~(ii)~~We ~~79,306~~may not be able to sell shares ofor ~~Common~~other ~~Stock~~securities in ~~issuable~~any ~~upon~~other ~~exercise~~offering ofat ~~the~~a ~~Pre-Funded~~price ~~Warrants~~per ~~(subject~~share that is equal to aor ~~beneficial~~greater ~~ownership~~than ~~limitation~~the ofprice ~~4.99%),~~per ~~and~~share ~~(iii)~~paid ~~216~~by investors in prior offerings,~~350~~ and investors purchasing shares ofor ~~Common~~other ~~Stock~~securities ~~issuable~~in ~~upon~~the ~~exercise~~future ofcould ~~the~~have ~~New~~rights ~~Warrants~~superior to existing stockholders. ~~Such~~Our ~~New~~stockholders will ~~Warrants~~incur ~~and~~dilution ~~Common~~upon ~~Warrants~~exercise ~~will~~of ~~only~~any beoutstanding ~~exercisable~~stock ~~following~~options, ~~stockholder~~warrants ~~approval.~~or ~~The~~other ~~address~~convertible ofsecurities ~~ADAR1~~(including ~~Partners,~~the LPWarrants isand the ~~3503~~Mandragola ~~Wild~~Note) ~~Cherry~~or ~~Drive,~~upon ~~Building~~the 9,issuance ~~Austin~~of TXshares ~~78738~~of Common Stock under our stock incentive programs.

~~(27)~~Any ~~Represents~~additional ~~(i)~~capital ~~79,306~~raised ~~Pre~~through the sale of equity or equity-~~Funded~~backed ~~Warrant~~securities ~~Shares,~~may ~~(ii)~~dilute ~~216,350~~our ~~New~~stockholders’ ~~Warrant~~ownership ~~Shares,~~percentages and ~~(iii)~~could ~~159,752~~also ~~Common~~result ~~Warrant~~in ~~Shares~~a decrease in the market value of our equity securities.

~~(28)~~The ~~Represents~~terms ~~940,629 shares~~ of ~~Common~~any ~~Stock~~securities ~~and~~issued ~~excludes~~by ~~(i)~~us ~~159,752~~in ~~shares~~future capital oftransactions ~~Common~~may ~~Stock~~be ~~issuable~~more ~~upon~~favorable ~~exercise of Common Warrants (subject~~ to anew ~~beneficial~~investors, ~~ownership~~and ~~limitation~~may ofinclude ~~4.99%)~~preferences, ~~(ii)~~superior ~~79,306~~voting ~~shares~~rights ofand ~~Common Stock issuable upon exercise of~~ the ~~Pre-Funded~~issuance ~~Warrants (subject to a beneficial ownership limitation~~ of ~~4.99%),~~warrants or ~~and~~other ~~(iii)~~derivative ~~216~~securities,~~350~~ ~~shares~~which ofmay ~~Common~~have ~~Stock~~a ~~issuable~~further ~~upon~~dilutive ~~exercise~~effect ofon the ~~New~~holders ~~Warrants.~~of ~~Such~~any ~~New Warrants, Pre-Funded Warrants and Common Warrants will only be exercisable following stockholder approval. The address~~ of ~~Allostery~~our ~~Master~~securities ~~Fund~~then ~~LP is One Stamford Plaza, 9th Floor, 263 Tresser Boulevard, Stamford, CT 06901~~outstanding.

~~(29)~~In ~~Represents~~addition, ~~(i)~~we 79may incur substantial costs in pursuing future capital financing,~~306~~ ~~Pre-Funded~~including ~~Warrant~~investment ~~Shares~~banking fees, ~~(ii)~~legal ~~216~~fees,~~350~~ ~~New~~accounting ~~Warrant~~fees, ~~Shares~~securities law compliance fees, printing and ~~(iii)~~distribution ~~159~~expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue,~~752~~ ~~Common~~such ~~Warrant~~as ~~Shares~~convertible notes and warrants, which may adversely impact our financial condition.

(30) Represents 135,281 shares of Common Stock and excludes (i) 268,645 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 4.99%), and (ii) 133,364 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a beneficial ownership limitation of 4.99%). Such New Warrants and Common Warrants will only be exercisable following stockholder approval. The address of Alumni Capital LP is 80 S.W. 8th Street Suite 2000, Miami, FL 33131.

(31) Represents (i) 133,364 Pre-Funded Warrant Shares and (ii) 268,645 Common Warrant Shares.

(32) Represents 97,931 shares of Common Stock and excludes (i) 21,363 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 4.99%), (ii) 8,332 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a beneficial ownership limitation of 4.99%), and (iii) 64,900 shares of Common Stock issuable upon exercise of the New Warrants. Such New Warrants, Pre-Funded Warrants and Common Warrants will only be exercisable following stockholder approval.

Kingsbrook Partners LP (“Kingsbrook Partners”) is the investment manager of Kingsbrook Opportunities Master Fund LP (“Kingsbrook Opportunities”) and consequently has voting control and investment discretion over securities held by Kingsbrook Opportunities. Kingsbrook Opportunities GP LLC (“Opportunities GP”) is the general partner of Kingsbrook Opportunities and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Opportunities. KB GP LLC (“GP LLC”) is the general partner of Kingsbrook Partners and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Partners. Ari J. Storch, Adam J. Chill and Scott M. Wallace are the sole managing members of Opportunities GP and GP LLC and as a result may be considered beneficial owners of any securities deemed beneficially owned by Opportunities GP and GP LLC. Each of Kingsbrook Partners, Opportunities GP, GP LLC and Messrs. Storch, Chill and Wallace disclaim beneficial ownership of these securities. Kingsbrook’s address is 689 Fifth Avenue, 12th Floor, New York, NY 10022.

~~(33)~~Our ~~Represents~~ability ~~(i)~~to ~~8,332~~issue ~~Pre-Funded~~shares ~~Warrant~~of ~~Shares,~~Common ~~(ii)~~Stock ~~64,900~~upon ~~New~~conversion ~~Warrant~~of the ~~Shares,~~Mandragola Note and ~~(iii)~~exercise 21of the Warrants is limited by the rules of the NYSE American,~~363~~ ~~Common~~and ~~Warrant~~we ~~Shares~~cannot assure you that we will obtain the required Stockholder Approval on a timely basis or at all.

~~(34)~~Under ~~Represents~~the ~~162,376~~rules ~~shares~~ of ~~Common~~the ~~Stock~~NYSE American and ~~excludes~~the ~~(i)~~terms of 85the Mandragola SPA,~~452~~ ~~shares~~the ofMandragola ~~Common~~Note, ~~Stock~~the ~~issuable~~Pre-Funded ~~upon~~Warrants ~~exercise~~and ofthe ~~Common~~Five ~~Warrants~~Year ~~(subject~~Warrant, the Company is not permitted to aissue, in ~~beneficial~~the ~~ownership~~aggregate, ~~limitation~~more ofthan 419.99%), ~~(ii)~~of ~~33,326~~the shares of Common Stock ~~issuable~~issued and outstanding immediately prior to the closing of the Mandragola SPA upon conversion of the Mandragola Note and exercise of the Pre-Funded Warrants ~~(subject~~and tothe aFive ~~beneficial~~Year ~~ownership~~Warrant ~~limitation~~unless ofand 4until the Company has obtained Stockholder Approval.~~99%),~~ ~~and~~The ~~(iii)~~Company ~~30,250~~has ~~shares~~agreed ofto ~~Common~~use ~~Stock~~commercially ~~issuable~~reasonable ~~upon~~efforts ~~exercise~~to obtain Stockholder Approval within 120 days following the closing of the ~~New~~Mandragola ~~Warrants~~SPA. ~~Such~~We ~~New~~cannot ~~Warrants~~assure you that our stockholders will approve such issuances on a timely basis or at all. If we do not obtain Stockholder Approval, the Mandragola Note, the Pre-Funded Warrants and ~~Common~~the ~~Warrants~~Five ~~will~~Year ~~only~~Warrant will not be convertible or exercisable, ~~following~~as ~~stockholder~~the ~~approval~~case may be, in full, which may limit our ability to retire the Mandragola Note, adversely affect the fair value of the Warrants and adversely affect our relationship with Mandragola.

~~Boothbay~~We ~~Absolute~~have ~~Return~~issued ~~Strategies LP,~~unsecured aindebtedness ~~Delaware~~to ~~limited~~Water ~~partnership~~IO ~~(the~~and ~~“Boothbay ARS Fund”), is managed by Boothbay Fund Management, LLC, a Delaware limited~~Mandragola ~~liability~~that ~~company~~we ~~(the~~may ~~“Boothbay~~need ~~Adviser”).~~to ~~The~~repay ~~Boothbay Adviser,~~ in ~~its capacity as the investment manager of the Boothbay ARS Fund~~cash, ~~has~~which ~~the~~may ~~power~~require ~~to vote and~~ the ~~power~~expenditure ~~to direct the disposition~~ of ~~all~~a ~~securities~~substantial ~~held~~portion ~~by the Boothbay ARS Fund. Ari Glass is the Managing Member~~ of ~~the~~our ~~Boothbay~~cash ~~Adviser~~resources. Each of the Boothbay ARS Fund, the Boothbay Adviser and Mr. Glass disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein. The Boothbay ARS Fund’s address is c/o Boothbay Fund Management, LLC, 140 East 45th Street, 14th Floor, New York, NY 10017.

~~(35)~~In ~~Represents~~connection with the Water IO SPA, the Company issued to Water IO the Water IO Note, a non-convertible promissory note in the principal amount of $1,250,000, bearing interest at the short-term Applicable Federal Rate, with a maturity date of July 7, 2026. In connection with the Mandragola SPA, the Company issued to Mandragola the Mandragola Note, an unsecured convertible promissory note in the principal amount of $3,000,000, bearing interest at 9% per annum and maturing on April 13, 2029. Conversion of the Mandragola Note is solely at the option of the Company and is subject to (i) a ~~33,326~~minimum ~~Pre~~volume-~~Funded~~weighted ~~Warrant~~average ~~Shares~~price of our Common Stock of $12.00 or more for the 10 trading days preceding the date of conversion, and (ii) 30Stockholder Approval,~~250~~ ~~New~~to ~~Warrant~~the ~~Shares~~extent such conversion would result in the issuance of shares of Common Stock in excess of the 19.99% limitation discussed above. The Water IO Note, by its terms, is not convertible and must be repaid in cash at maturity. If we are unable to convert the Mandragola Note (~~iii~~or if we otherwise determine not to do so), 85we may be required to repay the Mandragola Note in cash at maturity. If we do not have sufficient cash resources to make these payments,~~452~~ ~~Common~~we ~~Warrant~~may ~~Shares~~need to raise additional equity or debt capital, and we cannot provide any assurance that we will be successful in doing so. If we are unable to raise sufficient capital to meet our payment obligations, we may need to delay, reduce or eliminate certain research and development programs or other operations, sell some or all of our assets or merge with another entity.

~~(36)~~We ~~Represents~~may ~~12,950~~become ~~shares~~obligated ofto ~~Common~~make ~~Stock~~revenue-based ~~and~~bonus ~~excludes~~payments to 12Mandragola,~~950~~ ~~shares~~which ofcould ~~Common~~adversely ~~Stock~~affect ~~issuable~~our ~~upon~~results ~~exercise~~ of ~~the New Warrants~~operations. ~~Such New Warrants and Common Warrants will only be exercisable following stockholder approval.~~

~~Boothbay~~Under ~~Diversified~~the ~~Alpha~~Mandragola ~~Master Fund LP~~SPA, aif ~~Cayman~~DFSL ~~Islands~~records ~~limited~~annual ~~partnership~~revenues ~~(the~~of ~~“Fund”)~~$25,000,000 isor ~~managed~~more byin ~~Boothbay~~any ~~Fund~~fiscal ~~Management,~~year ~~LLC,~~on aor ~~Delaware~~after ~~limited~~fiscal ~~liability~~year ~~company~~2027, ~~(the~~Mandragola ~~“Adviser”). The~~is ~~Adviser,~~entitled into ~~its~~a ~~capacity~~bonus aspayment ~~the~~equal ~~investment~~to ~~manager~~ 5% of ~~the~~such ~~Fund,~~recorded ~~has~~annual ~~the~~revenues. ~~power~~The toCompany ~~vote~~may ~~and~~elect ~~the~~to ~~power~~pay tothis ~~direct~~bonus ~~the~~in ~~disposition~~restricted shares of ~~all securities~~Common ~~held~~Stock byor ~~the~~in ~~Fund~~cash. ~~Ari~~Any ~~Glass~~such isbonus payments, ~~the~~if ~~Managing~~and ~~Member~~when ~~of the Adviser. Each of the Fund~~earned, ~~the~~could ~~Adviser~~adversely ~~and~~affect ~~Mr.~~our ~~Glass~~results ~~disclaim beneficial ownership~~ of ~~these~~operations ~~securities~~and, ~~except~~if topaid ~~the~~in ~~extent~~Common ofStock, ~~any~~could ~~pecuniary~~further ~~interest~~dilute ~~therein~~our existing stockholders.

~~(37)~~Certain ~~Represents~~of ~~12,950~~our ~~New~~directors ~~Warrant~~have ~~Shares~~relationships with the selling stockholders that could create actual or perceived conflicts of interest.

Water IO is an indirect subsidiary of T3 Defense, Inc. (38NASDAQ: DFNS). ~~Represents~~Three ~~214~~relationships between the selling stockholders (and their affiliates) and our directors required consideration by our Board: (i) Reuven Yeganeh,~~915~~ ~~shares~~one of ~~Common~~our ~~Stock~~directors, ~~and~~serves ~~excludes~~concurrently ~~214~~as a director of T3 Defense; (ii) Mr. Yeganeh is also the managing member of Pyu Pyu Capital,~~915~~ ~~shares~~LLC, the purchaser under our December 2025 private placement, whose contractual waiver of ~~Common~~certain restrictions ~~Stock~~set ~~issuable~~forth ~~upon~~in ~~exercise~~the related securities purchase agreement was required to permit the Company’s issuance of shares of Common Stock ~~Warrants~~and ~~(subject~~grant of registration rights to Water IO and Mandragola; and (iii) Menachem Shalom, who has voting and dispositive control over the securities held by Water IO, is the brother of Amir Shalom, a ~~beneficial~~former ~~ownership~~director. ~~limitation~~In light of 4these relationships, each of Mr.~~99%)~~ Yeganeh and Mr. ~~Such~~Amir ~~Common~~Shalom ~~Warrants~~recused ~~will~~himself ~~only~~from bethe ~~exercisable~~deliberations ~~following~~and ~~stockholder~~votes of our Board of Directors with respect to the approval of the Water IO SPA, the Mandragola SPA and the related transactions. ~~The~~Our ~~address~~Board of ~~Red~~Directors, ~~Hook~~with ~~Fund~~such LPinterested 44directors ~~Ball~~abstaining, ~~Road~~determined that the terms of the Water IO Acquisition and the Mandragola Acquisition were fair to the Company and were negotiated on an arm’s-length basis. Notwithstanding these governance measures, ~~Mountain~~Mr. ~~Lakes~~Yeganeh’s continuing dual board membership and role at Pyu Pyu Capital, NJLLC, ~~07046~~and the interests of the respective affiliated parties in Water IO, could create actual or perceived conflicts of interest in connection with future transactions or decisions involving the selling stockholders or their affiliates, including the exercise of Warrants, the conversion of the Mandragola Note, decisions relating to the Stockholder Approval and other matters in which the interests of the Company and the selling stockholders may differ. For additional information regarding these relationships, see “Selling Stockholders.”

(39) Represents 214,915 Common Warrant Shares.

(40) Represents 107,458 shares of Common Stock and excludes 107,458 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 4.99%). Such Common Warrants will only be exercisable following stockholder approval. The address of Warberg WF XII LP is 716 Oak Street, Winnetka, IL 60093.

(41) Represents 107,458 Common Warrant Shares.

(42) Represents 27,056 shares of Common Stock and excludes (i) 53,729 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 4.99%), and (ii) 26,673 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a beneficial ownership limitation of 4.99%). Such Pre-Funded Warrants and Common Warrants will only be exercisable following stockholder approval. Richard Molinsky is a natural person with an address of 329 Chestnut Hill Road, Unit 2, Norwalk CT 06851.

(43) Represents (i) 26,673 Pre-Funded Warrant Shares, and (ii) 53,729 Common Warrant Shares.

(44) Represents 243,109 shares of Common Stock and excludes (i) 7,414 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 4.99%), (ii) 3,681 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a beneficial ownership limitation of 4.99%), and (iii) 21,600 shares of Common Stock issuable upon exercise of the New Warrants. Such New Warrants, Pre-Funded Warrants and Common Warrants will only be exercisable following stockholder approval. Abraham D. Sofaer is a natural person with an address of 1200 Bryant Street, Palo Alto, CA 94301.

(45) Represents (i) 3,681 Pre-Funded Warrant Shares, (ii) 21,600 New Warrant Shares, and (iii) 7,414 Common Warrant Shares.

(46) Represents 136,036 shares of Common Stock and excludes (i) 3,170 shares of Common Stock issuable upon exercise of Common Warrants (subject to a beneficial ownership limitation of 4.99%), (ii) 1,574 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (subject to a beneficial ownership limitation of 4.99%), and (iii) 10,800 shares of Common Stock issuable upon exercise of the New Warrants. Such New Warrants, Pre-Funded Warrants and Common Warrants will only be exercisable following stockholder approval. Norm Gitis is a natural person with an address of 13 Clover Lane, San Carlos, CA 94070.

(47) Represents (i) 1,574 Pre-Funded Warrant Shares, (ii) 10,800 New Warrant Shares, and (iii) 3,170 Common Warrant Shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference in this prospectus contain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Our use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. All statements included or incorporated by reference in this prospectus, and in related comments by our management, other than statements of historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve certain risks and uncertainties.

These statements are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. Whether actual future results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the risks and uncertainties discussed in this prospectus, any applicable prospectus supplement and the documents incorporated by reference under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and elsewhere in those documents.

Consequently, all of the forward-looking statements made in this prospectus as well as all of the forward-looking statements incorporated by reference to our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are qualified by these cautionary statements and there can be no assurance that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other such factors that affect the subject of these statements, except where we are expressly required to do so by law.

USE OF PROCEEDS

All Shares offered by this prospectus are being registered for the accounts of the selling stockholders and we will not receive any proceeds from the sale of these Shares. However, we will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use those proceeds, if any, for general corporate purposes. The holders of the Warrants are not obligated to exercise their Warrants for cash, and we cannot predict whether holders of the Warrants will choose to exercise all or any of their Warrants for cash.

SELLING STOCKHOLDERS

Unless the context otherwise requires, as used in this prospectus, “selling stockholders” includes the selling stockholders listed below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the selling stockholders as a gift, pledge or other non-sale related transfer.

We have prepared this prospectus to allow the selling stockholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of, from time to time, up to 7,163,000 Shares.

The Common Stock being offered by the selling stockholders consists of the Issued Shares, the Warrant Shares issuable to the selling stockholders upon exercise of the Warrants and the Conversion Shares issuable to Mandragola upon conversion of the Mandragola Note. For additional information regarding the issuance of the Issued Shares, the Warrants and the Mandragola Note, see “Prospectus Summary—The Water IO Acquisition” and “Prospectus Summary—The Mandragola Acquisition” above. We are registering the Issued Shares, the Warrant Shares and the Conversion Shares in order to permit the selling stockholders to offer the Shares for resale from time to time. The selling stockholders may also sell, transfer or otherwise dispose of all or a portion of their Shares in transactions exempt from the registration requirements of the Securities Act, or pursuant to another effective registration statement covering those Shares.

Information About Selling Stockholders Offering

The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of the shares of Common Stock held by each of the selling stockholders. The second column (titled “Number of Shares of Common Stock Owned Prior to Offering”) lists the number of shares of Common Stock beneficially owned by the selling stockholders, based on their respective ownership of shares of Common Stock, Warrants and the Mandragola Note as of April 15, 2026, assuming exercise of the Warrants and conversion of the Mandragola Note held by each such selling stockholder on that date, but taking account of any limitations on exercise or conversion set forth therein.

The third column (titled “Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus”) lists the Shares being offered by this prospectus by the selling stockholders and does not take into account any limitations on exercise of the Warrants or conversion of the Mandragola Note set forth therein.

The fourth and fifth columns (titled “Number of Shares of Common Stock Owned After Offering” and “Percentage of Common Stock Owned After Offering”) assume the exercise in full of the Warrants, conversion in full of the Mandragola Note and the sale of all of the Shares offered by the selling stockholders pursuant to this prospectus.

The terms of the Registration Rights Agreements entered into in connection with the Water IO SPA and the Mandragola SPA require us to register the Issued Shares, the Warrant Shares issuable upon exercise of the Warrants and the Conversion Shares issuable upon conversion of the Mandragola Note (assuming that any such exercise or conversion shall not take into account any limitations on exercise or conversion set forth in the Warrants or the Mandragola Note).

Under the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of Common Stock which would exceed 4.99% (or, upon election by the holder on not less than 61 days’ prior notice, 9.99%) of the outstanding shares of Common Stock. The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none of their Shares in this offering. See “Plan of Distribution.”

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering(1)		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Number of Shares of Common Stock Owned After Offering		Percentage
Water IO Ltd.(2)		1,300,000		1,300,000		0		11.02	%
Mandragola Ltd.(3)		5,863,000		5,863,000		0		9.99	%

Less than 1%.

(1)

This table and the information in the notes below are based upon information available to the Company and upon 11,797,449 shares of Common Stock issued and outstanding as of June 22, 2026. Any securities not outstanding which are subject to options, warrants, rights or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such selling stockholder but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other selling stockholder. Except as expressly noted in the footnotes below, beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. The amounts set forth in this column reflect the application of various limitations on the issuance of Warrant Shares set forth in the Warrants, including beneficial ownership limitations and limitations under the rules and regulations of the NYSE American.

(2)

Consists of 1,300,000 shares of Common Stock issued to Water IO pursuant to the Water IO SPA. Water IO is an indirect subsidiary of T3 Defense, Inc. Menachem Shalom, as General Manager of Water IO, has voting and dispositive control with respect to the securities held by Water IO. As such, Mr. Shalom may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Water IO. The address of Water IO is 2 Bergman Street, Park Hamada, Rehovot, Israel 7670503.

(3)

Consists of (i) 923,000 shares of Common Stock issued to Mandragola pursuant to the Mandragola SPA, (ii) 923,000 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants held by Mandragola, (iii) 3,692,000 shares of Common Stock issuable upon exercise of the Five Year Warrant held by Mandragola and (iv) up to 325,000 shares of Common Stock issuable upon conversion of the Mandragola Note. The exercise of the warrants and the conversion of the Mandragola Note are also subject to a 9.99% beneficial ownership limitation. Gur Aryeh Segal, as the sole director and manager of Mandragola, has voting and dispositive control with respect to the securities held by Mandragola. As such, Mr. Segal may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Mandragola. The address of Mandragola is Bet Sarel, 8 Gavish Street, 5th Floor, Netanya, Israel.

PLAN OF DISTRIBUTION

We are registering athe ~~total of~~Issued ~~(i) up to 2~~Shares,~~305,869~~ ~~Pre-Funded Warrant Shares issuable upon exercise of~~ the ~~Pre-Funded Warrants, (ii) up to 5,939,383 Common~~ Warrant Shares ~~issuable~~and ~~upon exercise of~~ the ~~Common~~Conversion ~~Warrants and (iii) up to 6,955,528 New Warrant~~ Shares ~~issuable upon exercise of the New Warrants issued~~ to ~~the Selling Securityholders to~~ permit the ~~sale,~~resale ~~transfer or other disposition~~ of ~~the~~such ~~Offered~~shares ~~Securities~~ by the ~~Selling~~holders ~~Securityholders or~~thereof ~~their donees, pledgees, transferees or other successors-in-interest~~ from time to time after the date of this prospectus. We will not receive any of the proceeds from ~~these~~the ~~sales~~sale ~~except with respect to amounts received~~ by ~~us upon~~ the ~~exercise~~selling stockholders of the ~~Warrants for cash. Upon exercise of such Warrants~~Shares, although we will receive the ~~applicable~~exercise price ~~cash~~of ~~exercise~~any ~~price~~Warrants ~~paid~~that byare ~~the~~not ~~holders~~exercised ofon ~~the~~a ~~Warrants~~cashless exercise basis. We will, ~~or will procure to,~~ bear all fees and expenses incident to our obligation to register the ~~Offered Securities~~Shares.

~~The~~Each ~~Selling~~selling ~~Securityholders~~stockholder of the Shares and any of their pledgees, assignees and successors-in-interest may sell all or a portion of the ~~Offered~~Shares ~~Securities~~held ~~beneficially owned~~ by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the ~~Offered~~Shares ~~Securities~~ are sold through underwriters or broker-dealers, the ~~Selling Securityholders~~selling stockholders will be responsible for underwriting discounts ~~(it being understood that the Selling Securityholders shall not be deemed to be underwriters solely as a result of their participation in this offering)~~ or commissions or agent’s commissions. The ~~Offered Securities~~Shares may be sold ~~on any national securities exchange or quotation service on which the securities may be listed or quoted at the~~ ~~time of sale,~~ in ~~the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in~~ one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at prices related to prevailing market prices, varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions~~. The~~, ~~Selling~~pursuant ~~Securityholders~~to ~~may use any~~ one or more of the following methods ~~when selling Offered Securities~~:

●

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

●

in the over-the-counter market;

●

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

●

through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the ~~Offered~~securities ~~Securities~~ as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● ~~to or through underwriters or~~ purchases by a broker-dealer as principal and resale by the broker- dealer for its account;

●

an exchange distribution in accordance with the rules of the applicable exchange;

●

privately negotiated transactions;

● ~~settlement of~~ short sales ~~entered~~made ~~into~~ after the ~~effective~~ date of the ~~registration~~Registration ~~statement~~Statement ofis ~~which~~declared ~~this~~effective ~~prospectus~~by isthe ~~a part~~SEC;

● broker-dealers may agree with ~~the~~a ~~Selling~~selling ~~Securityholders~~security holder to sell a specified number of such ~~Offered~~shares ~~Securities~~ at a stipulated price per ~~Offered Security~~share;

● through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;

●

a combination of any such methods of sale; and

●

any other method permitted pursuant to applicable law.

The ~~Selling~~selling ~~Securityholders also~~stockholders may ~~resell~~also ~~all~~sell orsecurities under ~~a portion of the Offered Securities in open market transactions in reliance upon~~ Rule 144 ~~under~~or ~~the~~any ~~Securities Act,~~other asexemption ~~amended,~~from asregistration ~~permitted by that rule, or Section 4(a)(1)~~ under the Securities Act, if available, rather than under this prospectus~~, provided that they meet the criteria and conform to the requirements of those provisions~~.

13In addition, the selling stockholders may transfer the securities by other means not described in this prospectus. If the selling stockholders effect such transactions by selling securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the securities for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the securities or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities in the course of hedging in positions they assume. The selling stockholders may also sell securities short and deliver securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge securities to broker-dealers that in turn may sell such securities.

Broker-dealers engaged by the Selling Securityholders may arrange for other broker-dealers to participate in sales. If the Selling Securityholders effect such transactions by selling Offered Securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Securityholders or commissions from purchasers of the Offered Securities for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2121.01.

In connection with sales of the Offered Securities or otherwise, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Offered Securities in the course of hedging in positions they assume. The Selling Securityholders may also sell Offered Securities short and if such short sale takes place after the date that this Registration Statement is declared effective by the Commission, the Selling Securityholders may deliver Offered Securities covered by this prospectus to close out short positions and to return borrowed Offered Securities in connection with such short sales. The Selling Securityholders may also loan or pledge Offered Securities to broker-dealers that in turn may sell such Offered Securities, to the extent permitted by applicable law. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the Selling Securityholders have been advised that they may not use Offered Securities the resale of which has been registered on this registration statement to cover short sales of our Common Stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.

The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the Offered Securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Offered Securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, amending, if necessary, the list of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer and donate the Offered Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Securityholders and any broker-dealer or agents participating in the distribution of the Offered Securities may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Each Selling Securityholder has informed the Company that it is not a registered broker-dealer, and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Offered Securities. Upon the Company being notified in writing by a Selling Securityholder that any material arrangement has been entered into with a broker-dealer for the sale of the Offered Securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Securityholder and of the participating broker- dealer(s), (ii) the number of Offered Securities involved, (iii) the price at which such Offered Securities were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).

Under the securities laws of some U.S. states, the Offered Securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some U.S. states the Offered Securities may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Securityholder will sell any or all of the Offered Securities registered pursuant to the shelf registration statement, of which this prospectus forms a part.

Each Selling Securityholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Offered Securities by the Selling Securityholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Offered Securities to engage in market-making activities with respect to the Offered Securities. All of the foregoing may affect the marketability of the Offered Securities and the ability of any person or entity to engage in market-making activities with respect to the Offered Securities.

We will pay all expenses of the registration of the Offered Securities pursuant to the Registration Rights Agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each Selling Securityholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it. We will indemnify the Selling Securityholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or the Selling Securityholders will be entitled to contribution. We may be indemnified by the Selling Securityholders against certain civil liabilities set forth in the Registration Rights Agreement, including liabilities under the Securities Act, that may arise from any written information furnished to us by the Selling Securityholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The following description of our Common Stock summarizes the material terms and provisions of our Common Stock. The following description does not purport to be complete and is subject to, and qualified in its entirety by, BiomX’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as may be amended, which were filed as Exhibits 3.1 and 3.2, respectively, to BiomX’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 25, 2025, and are incorporated by reference into the registration statement of which this prospectus forms a part, and by applicable law. The terms of BiomX’s Common Stock may also be affected by Delaware law.

Our authorized capital stock consists of 750,000,000 shares of Common Stock, and 1,000,000 shares of preferred stock, $0.0001 par value per share, of which 147,735 shares are designated as Series X Non-Voting Convertible Preferred Stock.

Common Stock

Our holders of record of our Common Stock are entitled to one vote for each share held on all matters to be voted on by stockholders. Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of Common Stock. There is no cumulative voting with respect to the election of directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by our Board of Directors out of funds legally available therefor.

We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our Board of Directors at such time.

Listing

Our Common Stock is listed on NYSE American under the symbol “PHGE.”

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company. The transfer agent and registrar’s address is 1 State Street, 30th Floor, New York, NY 10004-1561.

Certain Anti-Takeover Provisions of Delaware Law and our Certificate of Incorporation and Bylaws

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

● a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

● an affiliate of an interested stockholder; or

● an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

● our Board of Directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

●The ~~after~~selling ~~the~~stockholders ~~completion~~may ofpledge ~~the~~or ~~transaction~~grant ~~that~~a security ~~resulted~~interest in some or all of the ~~stockholder~~securities ~~becoming~~owned anby ~~interested~~them ~~stockholder~~and, ~~that~~if ~~stockholder~~they ~~owned~~default atin ~~least~~the ~~85%~~performance of ~~our~~their ~~voting~~secured ~~stock~~obligations, the ~~outstanding~~pledgees ator secured parties may offer and sell the securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the ~~transaction~~Securities ~~commenced~~Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other ~~than~~successors ~~statutorily~~in ~~excluded~~interest ~~shares~~as ofselling ~~Common~~stockholders ~~Stock;~~under this prospectus. The selling stockholders also may transfer and donate the securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

●To onthe orextent ~~subsequent~~required toby the ~~date~~Securities ofAct and the ~~transaction~~rules and regulations thereunder, the ~~business~~selling ~~combination~~stockholders isand ~~approved~~any bybroker-dealer ~~our~~participating ~~Board~~in the distribution of ~~Directors~~the securities may be deemed to be “underwriters” within the meaning of the Securities Act, and ~~authorized~~any atcommission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a ~~meeting~~particular offering of ~~our~~securities ~~stockholders~~is made, ~~and~~a ~~not~~prospectus bysupplement, ~~written~~if ~~consent~~required, bywill anbe ~~affirmative~~distributed, ~~vote~~which will set forth the aggregate amount of securities atbeing ~~least~~offered ~~two-thirds~~and the terms of the ~~outstanding~~offering, ~~voting~~including ~~stock~~the ~~not~~name ~~owned~~or bynames of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the ~~interested~~selling ~~stockholder~~stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

~~Special~~Under ~~Meeting~~the securities laws of ~~Stockholders~~some states, the securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

~~Our~~There ~~Bylaws~~can ~~provide~~be no assurance that ~~special meetings~~any ofselling ~~our~~stockholder will ~~stockholders~~sell ~~may~~any beor ~~called~~all ~~only~~of bythe asecurities ~~majority~~registered ~~vote~~pursuant ofto ~~our~~the ~~Board~~registration statement of ~~Directors,~~which orthis byprospectus ~~our~~forms ~~chief~~a ~~executive officer~~part.

~~Classified~~The ~~Board~~selling stockholders and any other person participating in such distribution will be subject to applicable provisions of ~~Directors~~the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of securities by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to such securities. All of the foregoing may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the securities.

~~Our~~We ~~Board~~will pay all expenses of ~~Directors~~the isregistration of ~~divided~~the ~~into~~securities ~~three~~pursuant ~~classes~~to the Registration Rights Agreements, ~~each~~including, without limitation, SEC filing fees and expenses of ~~which~~compliance with ~~will~~state ~~generally~~securities ~~serve~~or ~~for~~“blue asky” ~~term~~laws; ofprovided, ~~three~~however, ~~years~~a ~~with~~selling ~~only~~stockholder ~~one~~will ~~class~~pay ofall ~~directors~~underwriting ~~being~~discounts ~~elected~~and selling incommissions, ~~each~~if ~~year~~any. ~~This~~We ~~system~~will ofindemnify ~~electing~~the ~~directors~~selling ~~may~~stockholders ~~tend~~against toliabilities, ~~discourage~~including asome ~~third~~liabilities ~~party~~under ~~from~~the ~~making~~Securities aAct in ~~tender~~accordance ~~offer~~with the Registration Rights Agreements or ~~otherwise~~the ~~attempting~~ selling stockholders will be entitled to ~~obtain~~contribution. ~~control~~We ofmay usbe indemnified by the selling stockholders against civil liabilities, ~~because~~including itliabilities ~~generally~~under ~~makes~~the itSecurities ~~more~~Act ~~difficult~~that ~~for~~may ~~stockholders~~arise from any written information furnished to ~~replace~~us aby ~~majority~~the ofselling stockholder specifically for use in this prospectus, in accordance with the ~~directors~~related Registration Rights Agreements or we may be entitled to contribution.

~~Advance~~Once ~~Notice~~sold ~~Requirements~~under ~~for~~the ~~Stockholder~~registration statement of ~~Proposals~~which ~~and~~this ~~Director~~prospectus ~~Nominations~~forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.

Our Bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice to bring matters before our annual meeting of stockholders needs to be delivered to our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders, and a stockholder’s notice to nominate candidates for election as directors needs to be delivered to us not less than 120 days prior to any meeting of stockholders called for the election of directors. Our Bylaws also specify certain requirements as to the form and content of a stockholders’ notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.17

LEGAL MATTERS

~~Haynes~~The ~~and~~validity ~~Boone,~~of ~~LLP,~~the ~~New York,~~securities ~~New~~offered ~~York,~~by this prospectus will ~~pass~~be passed upon ~~the~~for ~~validity~~us ofby ~~the~~Aboudi ~~securities~~Legal ~~offered~~Group ~~hereby~~PLLC, New York, New York.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in in Note 1C to the financial statements) of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given ~~upon~~on the authority of said firm as experts in auditing ~~and~~ and accounting.

17The financial statements of Zorronet Ltd. as of and for the year ended December 31, 2025 have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of KPMG International, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2025 financial statements contains an explanatory paragraph that states that Zorronet’s recurring losses from operations and net capital deficiency raise substantial doubt about the entity’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

~~INCORPORATION~~The OFfinancial ~~CERTAIN~~statements ~~INFORMATION~~of BYDr. ~~REFERENCE~~Frucht Systems Ltd. as of December 31, 2025 and 2024 and for the two years then ended, incorporated in this prospectus by reference to the Company’s Current Report on Form 8-K/A filed on June 12, 2026, have been so incorporated in reliance on the report of Ziv Haft, Certified Public Accountants (Isr.), a BDO Member Firm, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

~~We are~~WHERE ~~“incorporating~~YOU byCAN ~~reference”~~FIND ~~certain~~MORE documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will automatically update and supersede information contained in this prospectus, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the old information.INFORMATION

●We ~~Our~~have ~~Annual~~filed ~~Report~~with the SEC a registration statement on Form 10S-K1 ~~for~~under the ~~year~~Securities ~~ended~~Act ~~December~~with ~~31,~~respect ~~2024~~to the securities offered by this prospectus. This prospectus, filed ~~with~~as part of the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. onFor ~~March~~further 25information about us, ~~2025;~~we refer you to the registration statement and to its exhibits and schedules.

●We ~~Our~~file ~~Current~~annual, ~~Reports~~quarterly onand ~~Form~~current ~~8-K~~reports and (other ~~than~~information ~~any~~with ~~portions~~the ~~thereof~~SEC. ~~deemed~~The ~~furnished~~SEC ~~and~~maintains ~~not~~an ~~filed)~~internet ~~filed~~website ~~with~~at ~~the~~www.sec.gov ~~SEC~~that oncontains ~~February~~periodic ~~27,~~and ~~2025~~current reports, ~~March~~proxy and 5,information ~~2025~~statements, and ~~March~~other ~~31,~~information ~~2025;~~regarding ~~and~~registrants that are filed electronically with the SEC.

●These ~~The~~documents ~~descriptions~~are ofalso ~~our~~available, ~~Common~~free ~~Stock~~of ~~and preferred stock~~charge, through ~~incorporated~~the byInvestors ~~reference~~section toof ~~Exhibit 4.1 to~~ our ~~Annual~~website, ~~Report~~which onis ~~Form~~located ~~10-K~~at ~~for~~www.biomx.com. ~~the~~Information ~~year~~contained ~~ended~~on ~~December~~our ~~31,~~website ~~2024,~~is ~~filed~~not ~~with~~incorporated by ~~the~~reference ~~SEC~~into onthis ~~March~~prospectus ~~25,~~and ~~2025,~~you ~~including~~should ~~any~~not ~~amendment~~consider orinformation ~~report~~on ~~filed~~our orwebsite to be ~~filed~~part ~~for the purpose~~ of ~~updating~~this ~~such descriptions~~prospectus.

All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the filing of the registration statement of which this prospectus forms a part and prior to its effectiveness and (2) until all of the securities to which this prospectus relates has been sold or the offering is otherwise terminated, except in each case for information contained in any such filing where we indicate that such information is being furnished and is not to be considered “filed” under the Exchange Act, will be deemed to be incorporated by reference in this prospectus and any accompanying prospectus supplement and to be a part hereof from the date of filing of such documents.

We will provide a copy of the documents we incorporate by reference, at no cost, to any person who receives this prospectus. To request a copy of any or all of these documents, you should write or telephone us at 22 Einstein St., Floor 4, Ness Ziona, 7414003, Israel, Attention: Ms. Marina Wolfson, or (972) 72-394-2377.

~~WHERE~~INCORPORATION ~~YOU~~OF ~~CAN~~CERTAIN ~~FIND ADDITIONAL~~ INFORMATION BY REFERENCE

WeThe SEC allows us to “incorporate by reference” ~~file~~information ~~annual,~~into ~~quarterly~~this prospectus and ~~current~~any ~~reports~~accompanying prospectus supplement, ~~proxy~~which ~~statements~~means ~~and~~that ~~other~~we can disclose important information to you by referring you to another document filed separately with the SEC. ~~Our~~The ~~SEC~~information ~~filings~~incorporated ~~are~~by ~~available~~reference is deemed to ~~the~~be part ~~public~~of ~~over~~this ~~the~~prospectus ~~Internet~~and atany ~~the~~accompanying ~~SEC’s~~prospectus ~~website~~supplement, atexcept ~~www.sec.gov.~~for ~~Copies~~any ofinformation ~~certain~~superseded by information ~~filed~~contained bydirectly in usthis ~~with~~prospectus, ~~the~~any ~~SEC~~accompanying ~~are~~prospectus ~~also~~supplement, ~~available on~~any ~~our~~subsequently ~~website~~filed atdocument ~~www.biomx.com.~~deemed ~~Our~~incorporated ~~website~~by isreference ~~not~~or a ~~part~~free writing prospectus prepared by or on behalf of ~~this~~us. This prospectus and isany ~~not~~accompanying ~~incorporated~~prospectus supplement incorporates by reference the documents set forth below that we have previously filed with the SEC (other than information deemed furnished and not filed in ~~this~~accordance with ~~prospectus~~SEC rules, including Items 2. ~~These~~02 ~~references~~and 7.01 of Form 8-K or certain exhibits furnished pursuant to ~~websites~~Item ~~are~~9.01 ~~inactive~~of ~~textual~~Form ~~references~~8-K). ~~only,~~These ~~and~~documents contain ~~are~~important ~~not~~information ~~hyperlinks~~about us and our finances.

~~This prospectus~~We isincorporate ~~part~~by ofreference ~~a registration statement we filed with the SEC. This prospectus omits some information contained~~ in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiary and the securities we are offering. Statements in this prospectus ~~concerning~~ ~~any document we filed as an exhibit to~~ the ~~registration~~following ~~statement~~documents or ~~that~~information ~~we otherwise~~ filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC’s website.:

●

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2026, including the description of our Common Stock contained therein and including any amendments thereto or reports filed for the purpose of updating such description;

●

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 20, 2026;

●

our Current Reports on Form 8-K filed with the SEC on February 13, 2026, February 25, 2026, March 2, 2026, March 6, 2026, March 11, 2026, March 19, 2026, March 27, 2026, April 1, 2026, April 10, 2026, April 13, 2026, April 16, 2026, May 5, 2026, May 28, 2026, June 5, 2026, June 12, 2026 (including the Current Report on Form 8-K/A filed June 12, 2026 containing the audited financial statements and unaudited pro forma financial information for the acquisitions of Zorronet Ltd. and Dr. Frucht Systems Ltd.) and June 18, 2026.

●

our Definitive Proxy Statements on Schedule 14A filed with the SEC on March 25, 2026 and June 8, 2026, as supplemented by amendment No. 1 filed with the SEC on June 22, 2026; and

●

all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) after the date of this prospectus and any accompanying prospectus supplement and before the termination of the offering shall also be deemed to be incorporated herein by reference.

We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including our audit and compensation committee reports and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at:

BiomX Inc. 850 New Burton Road, Suite 201 Dover, DE 19904 +972 52 437 4900

You may also access the documents incorporated by reference in this prospectus through our website at www.biomx.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.

~~Up to 2~~7,~~305~~163,~~869~~000 Shares of Common Stock ~~Issuable Upon Exercise of Pre-Funded Warrants~~

Up(including up to 54,~~939~~615,~~383~~000 ~~Shares~~Warrant ~~of Common Stock Issuable Upon Exercise of Common Warrants~~ Shares)

UpBiomX ~~to 6,955,528 Shares of Common Stock Issuable Upon Exercise of New Warrants~~ Inc.

~~Offered~~COMMON ~~by the Selling Securityholders Named Herein~~ STOCK

PROSPECTUS

~~Dated~~ _____, ~~2025~~2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the various ~~expenses~~costs toand beexpenses ~~incurred~~payable by us in connection with the ~~registration~~sale of the securities being registered. ~~hereby,~~All ~~all~~such ofcosts ~~which~~and ~~will~~expenses shall be ~~(or have been)~~ borne by us. ~~All~~Except ~~amounts~~for ~~shown~~the ~~are~~Securities ~~estimates~~and ~~except~~Exchange ~~the~~Commission ~~SEC~~ registration fee, all the amounts shown are estimates.

SEC registration fee	$	1,297.44
Securities and Exchange Commission Registration Fee	$	459.64
Legal fees and expenses	$	50,000.00
Printing and engraving costs		—
Accounting fees and expenses	$	30,000.00
Legal fees and expenses		75,000
Miscellaneous	$	80,000.00
Accounting fees and expenses		10,000
Total expenses	$	161,297.44
Miscellaneous Fees and Expenses		1,000
Total	$	86,459.64

Item 14. Indemnification of Directors and Officers.

Our certificate of incorporation provides that all our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.”

II-1

~~(c)~~Item (1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith15. ~~For~~Recent ~~indemnification~~Sales ~~with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes~~ of ~~paragraphs~~Unregistered (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence). (2) The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein.Securities

~~(d)~~The ~~Any~~following ~~indemnification~~sets ~~under~~forth ~~subsections~~information ~~(a)~~regarding ~~and~~all ~~(b)~~unregistered ofsecurities sold ~~this section (unless ordered~~ by athe ~~court)~~Company ~~shall~~within bethe ~~made~~past bythree ~~the~~years ~~corporation~~that ~~only~~were asnot ~~authorized~~registered inunder the ~~specific~~Securities ~~case~~Act ~~upon~~of a1933, ~~determination~~as ~~that~~amended ~~indemnification of~~ (the ~~present~~“Securities Act”). orExcept ~~former~~as ~~director,~~otherwise ~~officer~~noted, ~~employee~~the orsecurities ~~agent~~described isbelow ~~proper~~were issued in ~~the~~reliance ~~circumstances~~upon ~~because~~ the ~~person~~exemption ~~has~~from ~~met~~registration ~~the~~provided by ~~applicable~~Section ~~standard~~4(a)(2) of ~~conduct~~the ~~set~~Securities ~~forth~~Act inand ~~subsections~~Regulation ~~(a)~~D ~~and~~promulgated ~~(b)~~thereunder, ofas ~~this~~transactions ~~section.~~by ~~Such~~an ~~determination~~issuer ~~shall~~not beinvolving ~~made,~~any ~~with~~public offering. ~~respect~~Each torecipient arepresented ~~person~~that ~~who~~it is aan ~~director~~“accredited orinvestor” ~~officer~~within at the ~~time~~meaning of ~~such~~Rule ~~determination,~~ 501(1a) ~~by a majority vote~~ of ~~the~~Regulation ~~directors~~D and ~~who~~that ~~are~~it ~~not~~was ~~parties~~acquiring tothe ~~such~~securities ~~action,~~for ~~suit~~investment orand ~~proceeding,~~not ~~even~~with ~~though less than~~ a ~~quorum~~view to, or ~~(2)~~for byresale ain ~~committee~~connection ~~of such directors designated by majority vote of such directors~~with, ~~even~~any ~~though~~distribution ~~less~~thereof. No ~~than~~underwriters awere ~~quorum~~involved, orand ~~(3) if there are~~ no ~~such~~underwriting ~~directors,~~discounts or ifcommissions ~~such~~were ~~directors so direct~~paid, ~~by independent legal counsel~~ in aconnection ~~written~~with ~~opinion,~~these ~~or (4) by the stockholders~~issuances.

~~(e)~~On ~~Expenses~~March ~~(including attorneys’ fees) incurred by an officer or director in defending any civil~~15, ~~criminal~~2024, ~~administrative~~the orCompany ~~investigative~~consummated ~~action,~~a ~~suit~~private orplacement ~~proceeding~~pursuant to ~~may~~an beexemption ~~paid~~from byregistration ~~the~~requirements ~~corporation~~under ~~in advance of~~ the ~~final~~Securities ~~disposition~~Act, ofwith ~~such~~certain ~~action,~~investors ~~suit~~pursuant orto ~~proceeding~~which ~~upon~~such ~~receipt~~investors of purchased an ~~undertaking~~aggregate byof or216,417 onshares ~~behalf~~ of ~~such~~the ~~director~~Company’s orSeries ~~officer~~X tonon-voting ~~repay~~convertible ~~such~~preferred ~~amount~~stock, ifpar itvalue ~~shall~~$0.0001 ~~ultimately~~per beshare, ~~determined~~or the ~~that~~Convertible ~~such~~Preferred ~~person~~Stock, iswith ~~not~~each ~~entitled~~Convertible toPreferred beStock ~~indemnified~~being byconvertible ~~the~~into ~~corporation~~100 asshares ~~authorized~~of inour ~~this~~common ~~section.~~stock, ~~Such~~after ~~expenses~~giving effect ~~(including~~to ~~attorneys’~~a ~~fees)~~reverse ~~incurred~~stock bysplit, ~~former officers~~ and ~~directors~~warrants orto ~~other~~purchase ~~employees~~up ~~and~~to ~~agents~~an ~~may~~aggregate beof so10,820,850 ~~paid~~shares ~~upon~~of ~~such~~the ~~terms~~Company’s ~~and~~common ~~conditions~~stock, for ifaggregate ~~any,~~gross asproceeds ~~the~~of ~~corporation~~approximately ~~deems~~$50 ~~appropriate~~million.

~~(f)~~On ~~The~~February ~~indemnification~~25, ~~and~~2025, ~~advancement~~the ofCompany ~~expenses~~entered ~~provided~~into ~~by,~~a orsecurities ~~granted~~purchase agreement pursuant to, ~~the~~which ~~other~~it ~~subsections~~issued of(i) ~~this~~in ~~section~~a ~~shall~~registered ~~not~~direct beoffering: ~~deemed~~(a) ~~exclusive~~up ~~of any other rights~~ to ~~which~~2,828,283 ~~those~~shares ~~seeking indemnification or advancement~~ of ~~expenses~~the ~~may~~Company’s becommon ~~entitled~~stock and ~~under~~(b) ~~any~~up ~~bylaw,~~to ~~agreement~~805,231 ~~vote~~pre-funded ofwarrants ~~stockholders~~to orpurchase ~~disinterested~~up ~~directors~~to ~~or otherwise~~805,231 ~~both~~shares asof tothe ~~action in such person~~Company’s ~~official~~common ~~capacity~~stock and as(ii) ~~to action~~ in ~~another~~a ~~capacity~~concurrent private ~~while~~placement: ~~holding~~(a) ~~such~~pre-funded ~~office.~~warrants ~~A right~~ to ~~indemnification~~purchase orup to ~~advancement~~2,305,869 ofshares ~~expenses arising under a provision~~ of the ~~certificate~~Company’s ofcommon ~~incorporation~~stock orat aan ~~bylaw~~exercise ~~shall~~price of ~~not~~$0.0001 beper ~~eliminated~~share orand ~~impaired~~(b) bycommon anwarrants ~~amendment~~ to ~~such~~purchase ~~provision~~up ~~after~~to ~~the~~5,939,383 ~~occurrence~~shares of the ~~act~~Company’s orcommon ~~omission~~stock ~~that~~at isan ~~the~~exercise ~~subject~~ price of ~~the~~$0.9306 ~~civil,~~per ~~criminal,~~share. ~~administrative~~On orFebruary ~~investigative action~~27, ~~suit or proceeding for which indemnification or advancement of expenses is sought~~2025, ~~unless~~ the ~~provision~~Company incompleted ~~effect at~~ the ~~time~~closing of ~~such~~this ~~act~~offering orfor ~~omission~~gross ~~explicitly~~proceeds ~~authorizes~~of ~~such~~approximately ~~elimination or impairment after such action or omission has occurred~~$5.5 million.

~~II-~~On December 26, 2025, the Company entered into a Securities Purchase Agreement with Pyu Pyu Capital, LLC (the “2025 Second SPA”) subject to customary closing conditions, which were satisfied on January 13, 2026. Pursuant to the 2025 Second SPA, the Company agreed to issue and sell, in a private placement transaction, an aggregate of 3,300 shares of its newly created Series Y Convertible Preferred Stock, with an aggregate stated value of $3.3 million, and warrants to purchase up to 3,300,000 shares of the Company’s common stock, for aggregate gross proceeds of $3.0 million. The Series Y Convertible Preferred Stock has a stated value of $1,000 and is convertible into Common Stock at an initial conversion price of $2.00 per share (i.e., 1,650,000 shares of Common Stock).

~~(g)~~Water AIO corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this sectionLtd. ~~For~~On ~~purposes~~April ~~of this subsection~~10, insurance shall include any insurance provided directly or indirectly (including pursuant to any fronting or reinsurance arrangement) by or through a captive insurance company organized and licensed in compliance with the laws of any jurisdiction2026, including any captive insurance company licensed under Chapter 69 of Title 18, provided that the terms of any such captive insurance shall: (1) Exclude from coverage thereunder, and provide that the insurer shall not make any payment for, loss in connection with any claim made against any person arising out of, based upon or attributable to any (i) personal profit or other financial advantage to which such person was not legally entitled or (ii) deliberate criminal or deliberate fraudulent act of such person, or a knowing violation of law by such person, if (in the ~~case~~ acquisition of ~~the~~Zorronet ~~foregoing paragraph (g)(1)(i) or (ii) of this section) established by a final~~Ltd., ~~nonappealable adjudication in~~ the ~~underlying~~Company ~~proceeding~~issued ~~in respect of such claim (which shall not include an action or proceeding initiated by the insurer or the insured~~ to ~~determine~~Water ~~coverage~~IO ~~under~~Ltd. the policy), unless and only to the extent such person is entitled to be indemnified therefor under this section; (2) Require that any determination to make a payment under such insurance in respect of a claim against a current director or officer (as defined in paragraph (c)(1~~) of this section) of the corporation shall be made by an independent claims administrator or in accordance with the provisions of paragraphs (d)(1) through (4) of this section; and (3) Require that~~, ~~prior to any payment under such insurance in connection with any dismissal or compromise of any action~~300,000 ~~suit~~shares ~~or proceeding brought by or in the right~~ of aCommon ~~corporation~~Stock asand ~~to which notice is required to be given to stockholders, such corporation shall include in such notice that~~ a ~~payment~~non-convertible ispromissory ~~proposed~~note ~~to be made under such insurance~~ in ~~connection~~the ~~with~~principal amount ~~such dismissal or compromise. For purposes~~ of ~~paragraph (g)(~~$1~~) of this section~~, the conduct of an insured person shall not be imputed to any other insured person. A corporation that establishes or maintains a captive insurance company that provides insurance pursuant to this section shall not250, ~~solely by virtue thereof, be subject to the provisions of Title 18~~000.

~~(h)~~Mandragola ~~For~~Ltd. ~~purposes~~On ofApril ~~this section~~13, ~~references to “the corporation” shall include~~2026, in ~~addition~~connection towith the ~~resulting corporation, any constituent corporation (including any constituent~~ acquisition of a ~~constituent)~~60% ~~absorbed~~equity interest in aDr. ~~consolidation~~Frucht orSystems ~~merger which~~Ltd., ifthe ~~its~~Company ~~separate~~issued ~~existence had continued, would have had power and authority~~ to ~~indemnify~~Mandragola ~~its~~Ltd. ~~directors,~~(i) ~~officers~~923,000 ~~and~~shares ~~employees~~of orCommon ~~agents,~~Stock; so(ii) ~~that~~an unsecured ~~any~~convertible ~~person~~promissory ~~who~~note isin orthe ~~was~~principal aamount ~~director, officer, employee or agent~~ of ~~such constituent corporation~~$3,000,000; or(iii) isPre-Funded orWarrants ~~was~~exercisable ~~serving~~for atan ~~the~~aggregate ~~request~~ of ~~such constituent corporation as a director~~ 923,000 ~~officer,~~shares ~~employee or agent~~ of ~~another~~Common ~~corporation,~~Stock ~~partnership,~~at ~~joint~~an ~~venture,~~exercise ~~trust~~price orof ~~other~~$0.0001 ~~enterprise,~~per ~~shall~~share; ~~stand~~and in(iv) ~~the~~a ~~same~~Five ~~position~~Year ~~under~~Warrant ~~this~~exercisable ~~section~~for ~~with~~an ~~respect~~aggregate toof 3,692,000 ~~the~~shares ~~resulting~~of orCommon ~~surviving~~Stock ~~corporation~~at asan ~~such~~exercise ~~person~~price ~~would~~of ~~have~~$12.00 ~~with~~per ~~respect to such constituent corporation if its separate existence had continued~~share.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.II-2

~~(j)~~Item ~~The~~16. ~~indemnification~~Exhibits and ~~advancement~~Financial ofStatement expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.Schedules

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Exhibit		Description
3.1		Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (clean version) (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed by the Company on February 19, 2026)
3.2		Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (marked version) (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed by the Company on February 19, 2026)
3.3		Amended and Restated Bylaws of the Company, effective as of October 28, 2019, as amended to date (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on April 15, 2024)
3.4		Form of Certificate of Designation of Series X Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
3.5		Form of Certificate of Designation of Series Y Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)
4.1		Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed by the Company on February 19, 2026)
4.2		Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed by the Company on December 4, 2018)
4.3		Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on July 26, 2021)
4.4		Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2023)
4.5		Form of Merger Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
4.6		Form of Private Placement Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
4.7		Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
4.8		Form of Amended and Restated Warrant (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.9		Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.10		Form of Private Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.11		Form of Common Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.12		Form of New Warrant (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.13		Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)
4.14		Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)
4.15		Form of Pre-Funded Warrant issued to Mandragola Ltd. (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on April 13, 2026)
4.16		Form of Five Year Warrant issued to Mandragola Ltd. (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on April 13, 2026)
4.17		Form of Unsecured Convertible Promissory Note issued to Mandragola Ltd. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on April 13, 2026)
4.18		Form of Non-Convertible Promissory Note issued to Water IO Ltd. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on April 10, 2026)
5.1***		Opinion of Aboudi Legal Group PLLC.
10.1**		Amended and Restated Chardan Healthcare Acquisition Corp. Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on July 9, 2024)

II-3

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

10.2		Registration Rights Agreement dated October 28, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)
10.3**		Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed by the Company on February 19, 2026)
10.4**		2015 Employee Stock Option Plan, as amended (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed by the Company on January 2, 2020)
10.5**		Form of Non-Qualified Stock Option Agreement (U.S. Awards to Non-Executives) (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020)
10.6**		Form of Non-Qualified Stock Option Agreement (U.S. Awards to Executive Officers) (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020)
10.7**		Form of Option Agreement (Israeli Awards) (Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020)
10.8**		Form of Restricted Stock Unit Agreement under the Company’s 2019 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 14, 2024)
10.9		At the Market Offering Agreement, dated December 7, 2023, between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed by the Company on December 7, 2023)
10.10**		Employment Agreement, dated February 1, 2016, between BiomX Ltd. (formerly MBcure Ltd.) and Jonathan Solomon (Incorporated by reference to Exhibit 10.1 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022)
10.11**		Employment Agreement, dated August 26, 2019, between BiomX Ltd. and Merav Bassan (Incorporated by reference to Exhibit 10.2 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022)
10.12		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 22, 2023)
10.13*		Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc. and Walter Reed Army Institute of Research, dated August 24, 2021 (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.14		License Modification 1, dated August 31, 2022, to Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc. and Walter Reed Army Institute of Research (Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.15		Form of Registration Rights Agreement, dated as of March 6, 2024, by and among the Company and certain purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)

In accordance with Section 102(b)(7) of the DGCL, our certificate of incorporation provides that no director shall be personally liable to it or any of its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. The effect of this provision of our certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on its behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek nonII-~~monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.~~4

If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of the registrant’s certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis.

10.16		Form of Registration Rights Agreement dated February 25, 2025, between BiomX Inc. and the purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
10.17		Warrant Exercise and Reload Agreement dated February 25, 2025, between BiomX Inc. and the holders (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
10.18		Placement Agency Agreement dated February 25, 2025, between BiomX Inc. and Laidlaw and Company (UK) Ltd. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
10.19		MTEC Base Agreement No. 2019-532, dated as of August 22, 2019, by and between Advanced Technology International (MTEC Consortium Manager) and Adaptive Phage Therapeutics, Inc., and the following modifications thereof: (i) Modification No. 1, dated as of September 30, 2019; (ii) Modification No. 2, dated as of July 22, 2020; (iii) Modification No. 3, dated as of September 27, 2021; (iv) Modification No. 4, dated as of September 8, 2022; (v) Modification No. 5, dated as of December 16, 2022; (vi) Modification No. 6, dated as of December 19, 2023; (vii) Modification No. 7, dated as of January 16, 2024; and (viii) Modification No. 8, dated as of September 11, 2024 (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed by the Company on March 25, 2025)
10.20		Form of Securities Purchase Agreement dated December 26, 2025, between BiomX Inc. and the purchasers party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)
10.21		Form of Registration Rights Agreement dated December 26, 2025, between BiomX Inc. and the purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on December 29, 2025)
10.22		Stock Purchase Agreement, dated April 10, 2026, between BiomX Inc. and Water IO Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on April 10, 2026)
10.23		Stock Purchase and Assignment Agreement, dated April 13, 2026, between BiomX Inc. and Mandragola Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on April 13, 2026)
10.24		Option and Undertaking Agreement, dated March 31, 2026, between BiomX Inc. and Mandragola Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on April 1, 2026)
19.1		BiomX Inc. Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed by the Company on March 25, 2025)
21.1		Subsidiaries of Company (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed by the Company on February 19, 2026)
23.1***		Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm.
23.2***		Consent of Somekh Chaikin, Certified Public Accountants (Isr.), a member firm of KPMG International, an independent registered public accounting firm.
23.3***		Consent of Ziv Haft, Certified Public Accountants (Isr.), a BDO Member Firm, an independent registered public accounting firm.
23.4***		Consent of Aboudi Legal Group PLLC (included in Exhibit 5.1)
107***		Filing Fee Table

Our certificate of incorporation also provides that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification pursuant to our certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.

*	Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.
**	Indicates a management contract or a compensatory plan or agreement.
***	Filed herewith.

The right to indemnification conferred by our certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as our officer or director) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our certificate of incorporation or otherwise.II-5

The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation may have or hereafter acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

II-4

Any repeal or amendment of provisions of our certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our certificate of incorporation.

Our bylaws include the provisions relating to advancement of expenses and indemnification rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect ourselves and/or any of our director, officer, employee or agent or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

In addition, we are party to indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted by the DGCL against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

Item 15. Recent Sales of Unregistered Securities.

The following sets forth information regarding all unregistered securities sold by the registrant in the three years preceding the date of this registration statement. Unless otherwise indicated, all issuances of shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and no underwriting discounts or commissions were paid with respect to the issuance of the securities.

On February 22, 2023, the Company entered into a securities purchase agreement relating to a private placement of an aggregate of 3,060,817 shares of the Company’s common stock, including shares issuable upon the exercise of pre-funded warrants to purchase additional shares of the Company’s common stock, at a purchase price of $2.45 per share and $2.44 per pre-funded warrant. The Company completed the first closing of this offering and issued an aggregate of 597,592 securities for gross proceeds of approximately $7.5 million. On May 4, 2023, the Company completed the second closing of this offering and issued an aggregate of 2,463,225 securities for gross proceeds of approximately $6.0 million. As of December 31, 2024, there are no outstanding pre-funded warrants from this financing.

II-5

On March 15, 2024, the Company consummated a private placement pursuant to an exemption from registration requirements under the Securities Act, with certain investors pursuant to which such investors purchased an aggregate of 216,417 shares of the Company’s Series X non-voting convertible preferred stock, par value $0.0001 per share, or the Convertible Preferred Stock, with each Convertible Preferred Stock being convertible into 100 shares of our shares of common stock, after giving effect to a reverse stock split, and warrants to purchase up to an aggregate of 10,820,850 shares of the Company’s common stock, for aggregate gross proceeds of approximately $50 million.

On February 25, 2025, the Company entered into a securities purchase agreement pursuant to which it issued (i) in a registered direct offering: (a) up to 2,828,283 shares of the Company’s common stock and (ii) up to 805,231 pre-funded warrants to purchase up to 805,231 shares of the Company’s common stock and (ii) in a concurrent private placement: (a) pre-funded warrants to purchase up to 2,305,869 shares of the Company’s common stock at an exercise price of $0.0001 per share and (b) common warrants to purchase up to 5,939,383 shares of the Company’s common stock at an exercise price of $0.9306 per share. On February 27, 2025, Company completed the closing of this offering for gross proceeds of approximately $5.5 million.

On February 25, 2025, the Company entered into an inducement letter pursuant to which it issued (i) new warrants to purchase up to 6,955,528 shares of the Company’s common stock at an exercise price of $0.9306 per share and (ii) amended and restated warrants to purchase up to 2,994,419 shares of the Company’s common stock. On February 27, 2025, the Company completed the closing of this offering for gross proceeds of approximately $6.5 million.

II-6

Item 16. Exhibits and Financial Statement Schedules.

(a) The Exhibit Index is hereby incorporated herein by reference.

(b) All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

Exhibit		Description
2.1*		Agreement and Plan of Merger, dated March 6, 2024, by and among BiomX Inc., BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed by the registrant on March 6, 2024)
3.1		Composite Copy of Amended and Restated Certificate of Incorporation of the Company, effective on December 11, 2018, as amended to date (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 14, 2024)
3.2		Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed by the registrant on April 15, 2024)
3.3		Form of Certificate of Designation of Series X Preferred Stock (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed by the registrant on March 6, 2024)
4.1		Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-1/A filed by the registrant on December 4, 2018)
4.2		Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on July 26, 2021)
4.3		Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2023)
4.4		Form of Merger Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
4.5		Form of Private Placement Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
4.6		Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
4.7		Form of Amended and Restated Warrant (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.8		Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.9		Form of Private Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.10		Form of Common Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
4.11		Form of New Warrant (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
5.1*		Opinion of Haynes and Boone, LLP
10.1**		Amended and Restated Chardan Healthcare Acquisition Corp. Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on July 9, 2024)
10.2		Registration Rights Agreement dated October 28, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)
10.3**		Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed by the Company on May 20, 2024)
10.4*		Research and License Agreement, dated June 22, 2015, between BiomX Ltd. and Yeda Research and Development Company Limited, as amended (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed by the Company on November 1, 2019)
10.5**		2015 Employee Stock Option Plan, as amended (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed by the Company on January 2, 2020)
10.6		Registration Rights Agreement, dated December 13, 2018, among the Company and the initial stockholders and Chardan Capital Markets, LLC. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed by the Company on December 18, 2018)
10.7**		Form of Non-Qualified Stock Option Agreement (U.S. Awards to Non-Executives) (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020)
10.8**		Form of Non-Qualified Stock Option Agreement (U.S. Awards to Executive Officers) (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020)

II-7

10.9**		Form of Option Agreement (Israeli Awards) (Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed by the Company on March 26, 2020)
10.10**		Form of Restricted Stock Unit Agreement under the Company’s 2019 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed by the Company on November 14, 2024)
10.11*		An addendum to a lease agreement dated from May 25, 2017, dated September 7, 2020 by and among AFI Assets Ltd., AF – SHAR Ltd., WIS and BiomX Ltd. (translated from Hebrew) (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed by the Company on March 31, 2021)
10.12*		Lease agreement dated September 7, 2020 by and among AFI Assets Ltd., AF – SHAR Ltd., WIS, Nova Measuring Systems Ltd. and BiomX Ltd. (translated from Hebrew) (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed by the Company on March 31, 2021)
10.13		At the Market Offering Agreement, dated December 7, 2023, between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed by the Company on December 7, 2023)
10.14**		Employment Agreement, dated February 1, 2016, between BiomX Ltd. (formerly MBcure Ltd.) and Jonathan Solomon (Incorporated by reference to Exhibit 10.1 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022)
10.15**		Employment Agreement, dated August 26, 2019, between BiomX Ltd. and Merav Bassan (Incorporated by reference to Exhibit 10.2 to the Company’s Amended Annual Report on Form 10-K/A filed by the Company on May 2, 2022)
10.16		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 22, 2023)
10.17*		Exclusive License between Adaptive Phage Therapeutics, Inc. and United States of America, as represented by the Secretary of the Navy, dated March 16, 2017 (Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.18*		First Amendment, dated January 10, 2019, to Exclusive License between Adaptive Phage Therapeutics, Inc. and United States of America, as represented by the Secretary of the Navy (Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.19*		Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc. and Walter Reed Army Institute of Research, dated August 24, 2021 (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.20		License Modification 1, dated August 31, 2022, to Non-Exclusive License Agreement by and between Adaptive Phage Therapeutics, Inc. and Walter Reed Army Institute of Research (Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.21		Securities Purchase Agreement, dated as of March 6, 2024, by and among BiomX Inc. and each purchaser identified on Annex A thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
10.22		Form of Registration Rights Agreement, dated as of March 6, 2024, by and among the Company and certain purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on March 6, 2024)
10.23*		Lease Agreement, dated as of August 9, 2019, by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.24*		Amendment No. 1, dated as of October 28, 2020, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.25*		Amendment No. 2, dated as of July 8, 2021, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.26*		Amendment No. 3, dated as of July 15, 2021, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.27*		Amendment No. 4, dated as of September 27, 2022, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)

II-8

10.28*		Amendment No. 5, dated as of February 2, 2023, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.29*		Amendment No. 6, dated as of March 5, 2024, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc. (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
10.30		Form of Securities Purchase Agreement dated February 25, 2025, between BiomX Inc. and the purchasers party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
10.31		Form of Registration Rights Agreement dated February 25, 2025, between BiomX Inc. and the purchasers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
10.32		Warrant Exercise and Reload Agreement dated February 25, 2025, between BiomX Inc. and the holders (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
10.33		Placement Agency Agreement dated February 25, 2025, between BiomX Inc. and Laidlaw and Company (UK) Ltd. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed by the Company on February 27, 2025)
10.34		MTEC Base Agreement No. 2019-532, dated as of August 22, 2019, by and between Advanced Technology International (MTEC Consortium Manager) and Adaptive Phage Therapeutics, Inc., and the following modifications thereof: (i) Modification No. 1, dated as of September 30, 2019; (ii) Modification No. 2, dated as of July 22, 2020; (iii) Modification No. 3, dated as of September 27, 2021; (iv) Modification No. 4, dated as of September 8, 2022; (v) Modification No. 5, dated as of December 16, 2022; (vi) Modification No. 6, dated as of December 19, 2023; (vii) Modification No. 7, dated as of January 16, 2024; and (viii) Modification No. 8, dated as of September 11, 2024 (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed by the Company on March 25, 2025)
21.1		Subsidiaries of Company (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed by the Company on April 4, 2024)
23.1***		Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited.
23.2***		Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
24.1***		Power of attorney (included in the signature page hereto)
107***		Filing Fee Table

* Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.

** Indicates a management contract or a compensatory plan or agreement.

*** Filed herewith.

II-9

Item 17. Undertakings

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; ~~Provided~~provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement.

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

II-10

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-116

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in ~~Ness Ziona~~Dover, ~~Israel~~Delaware, on ~~this~~June ~~11th day of April~~29, ~~2025~~2026.

BIOMX INC. By /s/ Jonathan Solomon Jonathan Solomon Chief Executive Officer

	BIOMX INC.

Dated: June 29, 2026	By:
	Name:	Michael Oster
	Title:	Chief Executive Officer

POWER OF ATTORNEY

~~KNOW~~Each ~~ALL PERSONS BY THESE PRESENTS, that each~~ person whose signature appears below hereby appoints ~~constitutes~~Michael Oster and ~~appoints~~David ~~Jonathan~~Rokach, ~~Solomon~~and each of them, as his or her true and lawful attorney-in-fact ~~and agent~~, with full power of substitution, and ~~for~~with the ~~undersigned~~authority to execute in ~~any~~the ~~and~~name ~~all~~of ~~capacities,~~each tosuch ~~sign~~person, any and all amendments (including without limitation, post-effective amendments) to this registration statement ~~(including~~on ~~post~~Form S-~~effective~~1, ~~amendments~~to orsign any ~~abbreviated~~and all additional registration ~~statement~~statements ~~and~~relating ~~any~~to ~~amendments~~the ~~thereto~~same offering of securities as this registration statement that are filed pursuant to Rule 462(b) ~~increasing~~of the ~~number~~Securities Act of ~~securities for which registration is sought)~~1933, and to file ~~the~~such ~~same, with all exhibits~~registration ~~thereto~~statements ~~and other documents in connection therewith,~~ with the Securities and Exchange Commission, ~~granting~~together ~~unto~~with ~~said~~any ~~attorney-in-fact~~ exhibits thereto and ~~agent,~~other ~~with~~documents ~~full~~therewith, ~~power~~necessary or advisable to ~~act~~enable ~~alone,~~the ~~full~~registrant ~~power~~to ~~and~~comply ~~authority~~with tothe doSecurities ~~and~~Act ~~perform~~of ~~each~~1933, and ~~every~~any ~~act~~rules, regulations and ~~thing~~requirements ~~requisite~~of ~~and~~the ~~necessary~~Securities toand beExchange ~~done~~Commission in ~~connection~~respect ~~therewith~~thereof, aswhich ~~fully~~amendments ~~for~~may ~~all~~make ~~intents~~such ~~and~~other ~~purposes~~changes asin the ~~undersigned~~registration ~~might~~statement oras ~~could~~the ~~do in person, hereby ratifying~~aforesaid ~~and confirming all that said~~ attorney-in-fact ~~and~~executing ~~agent,~~the orsame ~~his~~deems ~~substitute, may lawfully do or cause to be done by virtue hereof~~appropriate.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jonathan Solomon	Chief Executive Officer	April 11, 2025
/s/ Michael Oster	Chief Executive Officer	June 29, 2026
Jonathan Solomon	(Principal Executive Officer) and Director
Michael Oster	(Principal Executive Officer)
/s/ Marina Wolfson	Chief Financial Officer	April 11, 2025
/s/ David Rokach	Chief Financial Officer	June 29, 2026
Marina Wolfson	(Principal Financial Officer and Principal Accounting Officer)
David Rokach	(Principal Financial Officer and Principal Accounting Officer)
/s/ Susan Blum	Director	April 11, 2025
/s/ Reuven Yeganeh	Director	June 29, 2026
Susan Blum
Reuven Yeganeh
/s/ Dr. Jesse Goodman	Director	April 11, 2025
/s/ Liat Bidas	Director	June 29, 2026
Dr. Jesse Goodman
Liat Bidas
/s/ Dr. Russell Greig	Chairman of the Board of Directors	April 11, 2025
/s/ Guy Arieli	Director	June 29, 2026
Dr. Russell Greig
Guy Arieli
/s/ Jonathan Leff	Director	April 11, 2025
/s/ Ran Shaked	Director	June 29, 2026
Jonathan Leff
Ran Shaked
/s/ Gregory Merril	Director	April 11, 2025
Gregory Merril
/s/ Dr. Alan Moses	Director	April 11, 2025
Dr. Alan Moses
/s/ Eddie Williams	Director	April 11, 2025
Eddie Williams

II-127

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