Full Press Release Details
CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
| REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM (PCAOB name: Kesselman & Kesselman C.P.A.s , PCAOB ID:1309) | F-2 | |
| CONSOLIDATED FINANCIAL STATEMENTS: | ||
| Consolidated Balance Sheets | F-3 - F-4 | |
| Consolidated Statements of Operations | F-5 | |
| Consolidated Statements of Changes in Stockholders' Equity | F-6 | |
| Consolidated Statements of Cash Flows | F-7 - F-8 | |
| Notes to the Consolidated Financial Statements | F-9 - F-35 |
Report of Independent Registered Public Accounting
To the Board of Directors and stockholders of BiomX Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of BiomX
Inc and its subsidiaries (the "Company") as of December 31, 2022 and 2021 and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2022, including the related
notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 2022 in conformity with accounting principles generally accepted
in the United States of America.
Substantial Doubt about the Company's
Ability to Continue as a Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1c to the consolidated financial statements,
the Company has suffered recurring losses from operations and has cash outflows from operating activities that raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1c.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we
are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for
/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member of PricewaterhouseCoopers International Limited
March 29, 2023, except with respect to the matters that raise substantial
doubt about the Company's ability to continue as a going concern discussed in Note 1c, as to which the date is December 7, 2023.
We have served as the Company's auditor since 2021.
CONSOLIDATED BALANCE SHEETS
(USD in thousands, except share and per share data)
| As of December 31, | ||||||||||||
| Note | 2022 | 2021 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 31,332 | 62,099 | ||||||||||
| Restricted cash | 962 | 996 | ||||||||||
| Short-term deposits | 3 | 2,000 | - | |||||||||
| Other current assets | 4 | 2,587 | 3,543 | |||||||||
| Total current assets | 36,881 | 66,638 | ||||||||||
| Non-current assets | ||||||||||||
| Operating lease right-of-use assets | 8 | 3,860 | 4,139 | |||||||||
| Property and equipment, net | 5 | 4,790 | 5,694 | |||||||||
| Intangible assets, net | 7 | - | 1,519 | |||||||||
| Total non-current assets | 8,650 | 11,352 | ||||||||||
| 45,531 | 77,990 |
The accompanying Notes are an integral part
of the consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(USD in thousands, except share and per share data)
| As of December 31, | ||||||||||||
| Note | 2022 | 2021 | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Trade account payables | 820 | 2,795 | ||||||||||
| Current portion of lease liabilities | 8 | 687 | 819 | |||||||||
| Contract liability | 13A | - | 1,976 | |||||||||
| Other account payables | 9 | 2,150 | 5,453 | |||||||||
| Current portion of long-term debt | 12 | 4,282 | - | |||||||||
| Total current liabilities | 7,939 | 11,043 | ||||||||||
| Non-current liabilities | ||||||||||||
| Contract liability | 1,976 | - | ||||||||||
| Long-term debt, net of current portion | 12 | 10,591 | 14,410 | |||||||||
| Operating lease liabilities, net of current portion | 8 | 3,798 | 4,787 | |||||||||
| Other liabilities | 6, 11 | 188 | 215 | |||||||||
| Total non-current liabilities | 16,553 | 19,412 | ||||||||||
| Commitments and Contingencies | 11 | |||||||||||
| Stockholders' equity | ||||||||||||
| Preferred Stock, $0.0001 par value; Authorized - 1,000,000 shares as of December 31, 2022 and December 31, 2021. No shares issued and outstanding as of December 31, 2022 and December 31, 2021. | - | - | ||||||||||
| Common stock, $0.0001 par value ("Common Stock"); Authorized - 120,000,000 shares as of December 31, 2022 and 60,000,000 shares as of December 31, 2021. Issued - 29,982,282 and 29,753,238 as of December 31, 2022 and 2021, respectively. Outstanding - 29,976,582 and 29,747,538 as of December 31, 2022 and 2021, respectively. | 13 | 2 | 2 | |||||||||
| Additional paid in capital | 157,838 | 156,017 | ||||||||||
| Accumulated deficit | (136,801 | ) | (108,484 | ) | ||||||||
| Total Stockholders' equity | 21,039 | 47,535 | ||||||||||
| 45,531 | 77,990 |
The accompanying Notes are an integral part
of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(USD in thousands, except share and per share data)
| Year ended December 31, | ||||||||||||
| Note | 2022 | 2021 | ||||||||||
| Research and development ("R&D") expenses, net | 14 | 16,244 | 22,676 | |||||||||
| Amortization of intangible assets | 1,519 | 1,519 | ||||||||||
| General and administrative expenses | 15 | 9,456 | 11,267 | |||||||||
| Operating loss | 27,219 | 35,462 | ||||||||||
| Other income | (134 | ) | - | |||||||||
| Interest expenses | 2,069 | 699 | ||||||||||
| Financial income, net | 16 | (902 | ) | (2 | ) | |||||||
| Loss before tax | 28,252 | 36,159 | ||||||||||
| Tax expenses | 17 | 65 | 67 | |||||||||
| Net Loss | 28,317 | 36,226 | ||||||||||
| Basic and diluted loss per share of Common Stock | 18 | 0.95 | 1.39 | |||||||||
| Weighted average number of shares of Common Stock outstanding, basic and diluted | 29,854,003 | 26,007,947 |
The accompanying Notes are an integral part
of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(USD in thousands, except share and per share data)
| Common stock | Additional paid in | Accumulated | Total Stockholder' | |||||||||||||||||
| Shares | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of December 31, 2020 | 23,264,637 | 2 | 129,725 | (72,258 | ) | 57,469 | ||||||||||||||
| Exercise of stock options | 84,239 | * | 130 | - | 130 | |||||||||||||||
| Exercise of warrants (**) | 362,383 | * | - | - | - | |||||||||||||||
| Issuance of Common Stock under Open Market Sales Agreement, net of $158 issuance costs (***) | 743,964 | * | 5,188 | - | 5,188 | |||||||||||||||
| Issuance of Common Stock under Securities Purchase Agreement ("SPA"), net of $1,235 issuance costs (***) | 3,750,000 | * | 13,765 | - | 13,765 | |||||||||||||||
| Issuance of Common Stock under Stock Purchase Agreement with Maruho, net of $52 issuance costs (***) | 375,000 | * | 972 | - | 972 | |||||||||||||||
| Issuance of Common Stock under Securities Purchase Agreement with CF Foundation (***) | 1,167,315 | * | 3,000 | - | 3,000 | |||||||||||||||
| Stock-based compensation expenses | - | - | 3,237 | - | 3,237 | |||||||||||||||
| Net loss | - | - | - | (36,226 | ) | (36,226 | ) | |||||||||||||
| Balance as of December 31, 2021 | 29,747,538 | 2 | 156,017 | (108,484 | ) | 47,535 | ||||||||||||||
| Issuance of Common Stock under Open Market Sales Agreement net of $8 issuance costs (***) | 229,044 | * | 273 | - | 273 | |||||||||||||||
| Stock-based compensation expenses | - | - | 1,529 | - | 1,529 | |||||||||||||||
| Proceeds on account of shares | 19 | 19 | ||||||||||||||||||
| Net loss | - | - | - | (28,317 | ) | (28,317 | ) | |||||||||||||
| Balance as of December 31, 2022 | 29,976,582 | 2 | 157,838 | (136,801 | ) | 21,039 |
The accompanying Notes are an integral part
of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(USD in thousands, except share and per share data)
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS - OPERATING ACTIVITIES | ||||||||
| Net loss | (28,317 | ) | (36,226 | ) | ||||
| Adjustments required to reconcile net loss to cash flows used in operating activities | ||||||||
| Depreciation and amortization | 2,520 | 2,565 | ||||||
| Stock-based compensation | 1,529 | 3,237 | ||||||
| Amortization of debt issuance costs | 463 | 185 | ||||||
| Finance expenses (income), net | (842 | ) | 25 | |||||
| Changes in other liabilities | (27 | ) | (486 | ) | ||||
| Capital loss, net | 10 | 24 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other current assets | 956 | 33 | ||||||
| Trade account payables | (1,975 | ) | 427 | |||||
| Contract liability | - | 1,976 | ||||||
| Other account payables | (3,303 | ) | 665 | |||||
| Net change in operating leases | (106 | ) | 2 | |||||
| Net cash used in operating activities | (29,092 | ) | (27,573 | ) | ||||
| CASH FLOWS - INVESTING ACTIVITIES | ||||||||
| Investment in short-term deposits | (13,500 | ) | - | |||||
| Proceeds from short -term deposits | 11,500 | 19,851 | ||||||
| Purchase of property and equipment | (112 | ) | (3,682 | ) | ||||
| Proceeds from sale of property and equipment | 5 | 4 | ||||||
| Net cash provided by (used in) investing activities | (2,107 | ) | 16,173 | |||||
| CASH FLOWS - FINANCING ACTIVITIES | ||||||||
| Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs | 273 | 5,188 | ||||||
| Issuance of Common Stock under registered direct offering, net of issuance costs | - | 17,737 | ||||||
| Proceeds from long-term debt, net of issuance costs | - | 14,225 | ||||||
| Proceeds on account of shares | 19 | - | ||||||
| Exercise of stock options | - | 130 | ||||||
| Net cash provided by financing activities | 292 | 37,280 | ||||||
| Increase (decrease) in cash and cash equivalents and restricted cash | (30,907 | ) | 25,880 | |||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 106 | (25 | ) | |||||
| Cash and cash equivalents and restricted cash at the beginning of the year | 63,095 | 37,240 | ||||||
| Cash and cash equivalents and restricted cash at the end of the year | 32,294 | 63,095 |
The accompanying Notes are an integral part
of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(USD in thousands, except share and per share data)
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| RECONCILIATION OF AMOUNTS ON CONSOLIDATED BALANCE SHEETS: | ||||||||
| Cash and cash equivalents | 31,332 | 62,099 | ||||||
| Restricted cash | 962 | 996 | ||||||
| Total cash and cash equivalents and restricted cash | 32,294 | 63,095 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | 1,554 | 399 | ||||||
| Taxes paid | 65 | 67 | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: | ||||||||
| Property and equipment purchases included in accounts payable and other payables | - | 858 | ||||||
| Right-of-use assets obtained in exchange for new operation lease liabilities | - | 95 |
The accompanying Notes are an integral part
of the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share data)
BiomX Inc., (individually, and together
with its subsidiaries, BiomX Ltd. and RondinX Ltd., the "Company" or "BiomX") was incorporated as a blank check
company on November 1, 2017, under the laws of the state of Delaware, for the purpose of entering into a merger, stock exchange, asset
acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
On October 29, 2019, the Company merged with BiomX Israel, who
survived the merger as a wholly owned subsidiary of BiomX Inc. The Company acquired all outstanding shares of BiomX Israel. In exchange,
shareholders of BiomX Israel received 15,069,058 shares of the Company's Common Stock, representing 65% of the total shares issued
and outstanding after the acquisition ("Recapitalization Transaction"). BiomX Israel was deemed the "accounting acquirer"
due to the largest ownership interest in the Company. The Company's shares of Common Stock, units, and warrants are traded on the
NYSE American under the symbols PHGE, PHGE.U, and PHGE.WS, respectively.
On February 6, 2020, the Company's
Common Stock also began trading on the Tel-Aviv Stock Exchange. On July 6, 2022, the Company announced a voluntary delisting of its shares
of Common Stock from the Tel-Aviv Stock Exchange which became effective on October 6, 2022.
BiomX is developing both natural and
engineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts at this point on
cystic fibrosis and to a lesser degree on atopic dermatitis. BiomX discovers and validates proprietary bacterial targets and customizes
phage compositions against these targets. The Company's headquarters are located in Ness Ziona, Israel. See note 19 for further
information regarding the Company's R&D plan.
The COVID-19 pandemic, declared a global pandemic by the World
Health Organization on March 12, 2020, led to significant restrictions on travel and business operations worldwide, resulting in disruptions
to our business throughout 2021 and 2022. The Company has implemented measures to protect the health and safety of its employees and clinical
trial participants, and these measures may change based on government recommendations or its own assessment of the situation. While COVID-19
has not materially impacted the Company's results of operations as of December 31, 2022, the potential impact on the Company's
future research and development activities, clinical trials and results of operations is uncertain, including the Company's ability to
fulfill its clinical trial enrollment needs. The Company cannot predict the duration or long-term effects of the pandemic on its business
and operations. The Company will continue to monitor COVID-19 closely and follow health and safety guidelines as they evolve.