BiomX Inc.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023,  and in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2024, which could materially affect our business, financial condition or future results.

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 4, 2024, eand in our Quarterly report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 14, 2024, except as noted below.

Risks Related to Owning ur Operations in Israel

Our Securities

We are subject to the research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, econtinued listing standards of omic and military instability in Israel, including the recent war with Hamas, Hezbollah and other terrorist organizations in the NYSE American aMiddle East.

Our executive offices and research and ourdevelopment failucilities are to satisfylocated in Israel. In addition, these c majoriteria may result in delistingy of our key employees and all of our shofficers ares residents of Common Stock, which could harm uIsrael. Accordingly, political, geopolitical, economic and military conditions in severaIsrael manners.

Oy directly affect our sharesbusiness. Since the establishment of Commonthe Stock are listed on the NYSE American. In order to maintain this listing, we must meet certainate of Israel in 1948, several armed conflicts have taken place between Israel and its neighboring Arab countries, the Hamas (an Islamist terrorist militia and political group that controls the Gaza standards, including, among rip), the Hezbollah (an Islamist terrorist militia and political group based in Lebanon) and other things, maintaining a minimum amount of stockholders equity and a minimum numbererrorist organizations active in the region. These conflicts have involved missile strikes, drone strikes, hostile infiltrations and terrorism against civilian targets in various parts of public stockholders. In addIsrael, which have negatively affected business condition to these objective standards,s in Israel. Any hostilities involving Israel or the NYSE American may delist the securities of any issuer under other circumstances that are more discretinterruption or curtailment of trade between Israel and its trading partners could negatively affect business conditions in Israel in general and our business in particular, and adversely affect our product development, operationary based.

On May 23, 2024, we received a deficiency letter, or s and results of operations.

In October 2023, Hamas terrorists infiltrated Israels southe NYSE Notice,rn border from the NYSE American indicating that the Company was not in compliance Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israels border with the NYSE American continued listing standards set forthGaza Strip and in other areas within the State of Israel. These attacks resulted in Sections 1003(a)(i), (ii)extensive deaths, injuries and (iii)kidnapping of the NYSE American Company Guide, orcivilians and soldiers. Following the Company Guide, because we did not meeattack, Israels security cabinet declared war against Hamas and a military campaign against the minimum requirse terrorist organizations commenced in parallel to their continued strockholders equity standards.

We are now subject toet and terror attacks. In addition, since the commencement of the procedures and requirements set fse events, there have been continued hostilities along Israels north in Sectiern border with Lebanon 1009 of the Company Guide. As required by(with the Hezbollah terror organization) and southern border (with the NYSE Notice, on June 21, 2Houthi movement in Yemen, as described below). In April 2024 and September 2024, we submitted a plan, or tIsrael experienced direct attacks from Iran, involving hundreds of drones and missiles launched towards various parts of the Plan, to NYSE American advising of actions we have taken or will takcountry, mostly targeting military bases. The Israeli defense systems, aided by international allies, successfully intercepted most of these attacks, minimizing physical damage and casualties. Such incidents contribute to regain compliance with theional instability and could potentially escalate into broader continued listiflicts with Iran and its proxies in the Middle East, affecting standards by November 23, 2025. On July 23, 2024, NYSE American accepted Israels political and trade relations, especially with neighboring countries and global allies. The situation remains fluid, and the potential for furthe Plan, and accordingly, we have a r escalation exists.

In connection with the Israeli secure period until November 23, 2025 to complyity cabinets declaration of war against Hamas and possible hostilities with othe Plan and will be subject tr organizations, several hundred thousand Israeli military reservists were drafted to periodic reviewsform immediate military service, including quarterly monitoring f6 employees, none of whom are management or cokey empliance with the Plan. The NYSE Notoyees, who were called up for reserve service and implementation of the Plan have no immediate effect on , of which 4 have since returned to work full time and their pre-war military reserve duty. So long as the liswar conting or trading of our shares of Common Stock on NYSE Amues, our personnel may be called up for reserve service, whether for extended periods or perican. There can be no assuranodically for short-term periods. Military service that we wicall ultimatelyps that regasult in compliance with all applicable NYSE American listing stabsences of personnel for extended periods of time may materially and adversely affect our business, prospects, financial condition andards.

If we are unable to regain compliance with all applicable NYSE American listing standards results of operations.

Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. As such, our shares of Commproduct and business development activities remain on Stock would be subject to delisting. If the NYSE American delists our shares of Common Stock, investors may face material adverse consequences,track. However, the intensity and duration of Israels current war against Hamas is difficult to predict at this stage, as are such wars economic implications on our business and operations and on Israels economy including, but not limited to, general. If the war extends for a lack oong period of trading market for our shares of Common Stocime or expands to other fronts, such as Lebanon, Syria and the West Bank, reduced liquidity and market price of our sharour operations may be adversely affected.

Any armed conflicts, terrorist activities of Common Stock, decreased analystr political instability in the region could adversely affect business conditions, coverageuld harm our results of our shares perations and the market price of our Common Stock, and an inabilitycould make it more difficult for us to obtain any additionraise capital.

Our commercial fininsurancing to fund our operationse does not cover losses that we may need.

If ooccur shaas a result of Common Stock are delisted,an event associated with they may be subject to security situation in the Middle East. Although the so-called penny stock rules. TIsraeli government has in the SEC has adopted regulations that define a penny stock to be any equity securitypast covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we cannot assure you that has a market price per share of less than $5.00, subjecthis government coverage will be maintained or, if maintained, will be sufficient to certain exceptions, such as any securitiompensate us fully for damages incurred. Any losses or damages listincurred on a nationby us could have a material securities exchange. For any transacadverse effect on our business.

Finally, political condition involving a penny stock, unless exempt, the rules impose addis within Israel may affect our operational sales pras. Israel has held five general electice requirements ons between 2019 and burdens on broker-dealers (subject to certain exceptions) and could discourage broker-dealers from effecting transactions in our stock, further limiting the liquidity of our shares, and an investor may find it more difficult to acquire or dispose of the shar2022, and prior to October 2023, the Israeli government pursued extensive changes to Israels judicial system, which sparked extensive political debate and unrest. To date, these initiatives have been substantially put on hold. Actual or perceived political instability in Israel or any negative changes of Common Stock on the secondary market. These factors could havin the political environment, may individually or in the a mggregaterial adverse ely affect on the trading price, liquidity, value and marketabilityIsraeli economy and, in turn, our business, financial condition, results of our shares of Common Stock.

perations and growth prospects.

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