☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

7 Pinhas Sapir St., Floor 2, Ness Ziona, Israel		7414002
(Address of principal executive offices)		(Zip Code)

Former name, former address and former fiscal year, if changed since last report:~~(646) 229-7549~~n/a

Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ No☐

As of ~~February 5, 2019, 9,012,500~~May 14, 2020, 22,925,860 shares common stock, par value $0.0001 per share, were issued and outstanding.

This quarterly report on Form 10-Q (the “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. However, you should understand that these statements are not guarantees of performance or results, and there are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, among others: our limited operating history; the ability to generate revenues, and raise sufficient financing to meet working capital requirements; the unpredictable timing and cost associated with our approach to developing product candidates using phage technology; the U.S. Food and Drug Administration’s (“FDA”) classification of our BX001 product candidate as a drug or cosmetic and the impact of changing regulatory requirements on our ability to develop and commercialize BX001; obtaining FDA acceptance of any non-U.S. clinical trials of product candidates; the ability to pursue and effectively develop new product opportunities and acquisitions and to obtain value from such product opportunities and acquisitions; penalties and market withdrawal associated with any unanticipated problems with product candidates and failure to comply with labeling and other restrictions; expenses associated with compliance with ongoing regulatory obligations and successful continuing regulatory review; market acceptance of our product candidates and ability to identify or discover additional product candidates; our ability to obtain high titers for specific phage cocktails necessary for preclinical and clinical testing; the availability of specialty raw materials; the ability of our product candidates to demonstrate requisite safety and tolerability for cosmetics, 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; our ability to obtain required regulatory approvals; our ability to enroll patients in clinical trials and achieve anticipated development milestones when expected; delays in developing manufacturing processes for our product candidates; competition from similar technologies, products that are more effective, safer or more affordable than our product candidates or products that obtain marketing approval before our product candidates; the impact of unfavorable pricing regulations, third-party reimbursement practices or health care reform initiatives on our ability to sell product candidates or therapies profitably; protection of our intellectual property rights and compliance with the terms and conditions of current and future licenses with third parties; infringement on the intellectual property rights of third parties and claims for remuneration or royalties for assigned service invention rights; our ability to acquire, in-license or use proprietary rights held by third parties necessary to our product candidates or future development candidates; ethical, legal and social concerns about synthetic biology and genetic engineering that may adversely affect market acceptance of our product candidates; reliance on third-party collaborators; our ability to manage the growth of the business; our ability to attract and retain key employees or to enforce the terms of noncompetition agreements with employees; the failure to comply with applicable laws and regulations; potential security breaches, including cybersecurity incidents; political, economic and military instability in the State of Israel; and other factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Annual Report”).

For a detailed discussion of these and other risks, uncertainties and factors, see Part I, Item 1A— “Risk Factors” of our 2019 Annual Report. All forward-looking statements contained in this Quarterly Report speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements. Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, and should be viewed only as historical data.

The accompanying notes are an integral part of these ~~condensed~~interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY(unaudited)

The accompanying notes are an integral part of these interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY(unaudited)

The accompanying notes are an integral part of these interim consolidated financial statements.

BiomX Inc. (together with its subsidiaries, BiomX Ltd. and RondinX Ltd., the “Company” or “BiomX” and formerly known as Chardan Healthcare Acquisition Corp. ~~(the “Company”~~) iswas incorporated as a ~~newly organized~~ blank check company ~~incorporated in Delaware~~ on November 1, ~~2017. The Company was formed~~2017, under the laws of the state of Delaware, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or ~~other~~ similar business ~~transaction~~combination with one or more businesses or ~~entities (a “Business Combination”). Although~~entities.

On July 16, 2019, the Company ~~is not limited~~entered into a merger agreement with BiomX Ltd. (“BiomX Israel”), a company incorporated under the laws of Israel, CHAC Merger Sub Ltd. (“Merger Sub”) and Shareholder Representative Services LLC (“SRS”), as amended on October 11, 2019, pursuant to which, among other things, BiomX Israel merged with Merger Sub, with BiomX Israel being the surviving entity in accordance with the Israeli Companies Law, 5759-1999, as a ~~particular industry or geographic region for purposes~~wholly owned direct subsidiary of ~~consummating a Business Combination,~~BiomX Inc.

On October 28, 2019, the Company ~~intends~~acquired 100% of the outstanding shares of BiomX Israel (the “Recapitalization Transaction”). Pursuant to ~~focus on businesses operating~~the aforementioned merger agreement, in ~~North America~~exchange for all of the outstanding shares of BiomX Israel, the Company issued to the shareholders of BiomX Israel a total of 15,069,058 shares of the Company’s Common Stock representing approximately 65% of the total shares issued and outstanding after giving effect to the Recapitalization Transaction. As a result of the Recapitalization Transaction, BiomX Israel became a wholly owned subsidiary of the Company. As the shareholders of BiomX Israel received the largest ownership interest in the ~~healthcare industry.~~

~~At December 31, 2018,~~Company, BiomX Israel was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company had not yet commenced operations. All activity through December 31, 2018 relates to the Company’s formation, its initial public offering (“Initial Public Offering”) and identifying a target for a Business Combination.

The registration statement for the Initial Public Offering was declared effective on December 13, 2018. On December 18, 2018 the Company consummated the Initial Public Offering of 7,000,000 units (“Units” and, with respect to the common stock included in the Units offered, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $70,000,000, which is described in Note 3.

~~Simultaneously~~were replaced with the ~~closing~~financial statement of the Initial Public Offering, the Company consummated the sale of an aggregate of 2,900,000 warrants (the “Private Placement Warrants”) at a price of $0.40 per warrant in a private placement to Mountain Wood, LLC, an affiliate of Chardan Investments, LLC (the “Sponsor”), generating total gross proceeds of $1,160,000, which is described in Note 4.

Transaction costs amounted to $783,566, consisting of $500,000 of underwriting fees and $283,566 of offering costs. In addition, $896,729 of cash was held outside of the Trust Account (defined below) and is availableBiomX Israel for ~~working capital purposes.~~all periods presented.

Following the ~~closing of~~Recapitalization Transaction, the Initial Public Offering on December 18, 2018, an amount of $70,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placedCompany retained $60.1 million held in a trust account, ~~(“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)~~after redemptions of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selectedIPO shares held by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.certain shareholders.

The number of shares and instruments convertible into shares included within these financial statements have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

The Commons Stock of the Company began trading on the NYSE American stock exchange on October 28, 2019 and the Company was renamed BiomX Inc.

On October 29, 2019, the Company’s shares of Common Stock, units, and warrants began trading under the symbols PHGE, PHGE.U, and PHGE.WS, respectively.

On February 6, 2020, the Company’s Common Stock also began trading on the Tel-Aviv Stock Exchange.

To date, the Company has not generated revenue from its operations. As of March 31, 2020, the Company had unrestricted cash and cash equivalent balance of approximately $ 65 million and short-term deposits of approximately $10 million, which management ~~has broad discretion~~believes is sufficient to fund its operations for more than 12 months from the date of issuance of these interim consolidated financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products.

Consistent with ~~respect~~its continuing R&D activities, the Company expects to continue to incur additional losses for the foreseeable future. The Company plans to continue to fund its current operations, as well as other development activities relating to additional product candidates, through future issuances of debt and/or equity securities and possibly additional grants from the IIA and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors including, but not limited to, the ~~specific application~~market demand for the Company’s Common Stock, which itself is subject to a number of development and business risks and uncertainties, as well as the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assuranceuncertainty that the Company ~~will~~would be able to ~~successfully effect~~raise such additional capital at a ~~Business Combination.~~

~~The Company will provide its stockholders with the opportunity to redeem all~~price or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on ~~deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released~~terms that are favorable to the ~~Company to pay its franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.~~

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and other initial stockholders (collectively, the “Initial Stockholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination.

~~CHARDAN HEALTHCARE ACQUISITION CORP.~~ (formerly known as Chardan Healthcare Acquisition Corp)

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming their shares with respect to more than an aggregate of 20% of the Public Shares.

The Company will have until December 18, 2020 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors. Therefore, the actual per-share redemption amount could be less than $10.00 per Unit.Unaudited Interim Financial Statements

The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The accompanying unaudited ~~condensed~~interim consolidated financial statements have been prepared in accordance with ~~accounting principles generally accepted in the United States of America (“GAAP”)~~U.S. GAAP for interim financial information and ~~in accordance~~ with the instructions to Form 10-Q and Article 810 of ~~Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules~~U.S. Securities and ~~regulations of the SEC for interim financial reporting.~~Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes ~~necessary~~required by GAAP for a complete ~~presentation of~~ financial ~~position, results of operations, or cash flows.~~statements. In the opinion of management, ~~the accompanying unaudited condensed financial statements include~~ all adjustments ~~consisting of a normal recurring nature, which are~~considered necessary for a fair presentation have been included (consisting only of ~~the financial position, operating results and cash flows for the periods presented.~~normal recurring adjustments except as otherwise discussed).

The ~~accompanying unaudited condensed~~ financial ~~statements~~information contained in this report should be read in conjunction with the Company’s ~~prospectus as filed with the SEC on December 14, 2018, as well as the Company’s Current~~Annual Report on Form ~~8-K, as filed with the SEC on December 21, 2018. The interim results~~10-K for the ~~three and six months~~fiscal year ended December 31, ~~2018 are not necessarily indicative of the results to be expected for the year ended June 30,~~ 2019, ~~or for any future interim periods.~~

The Company had no activity for the period from November 1, 2017 (inception) through December 31, 2017. Accordingly, the condensed statement of operations and condensed statement of cash flow for the comparative period from November 1, 2017 (inception) through December 31, 2017 are not presented.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory votewe filed on ~~executive compensation and stockholder approval of any golden parachute payments not previously approved.~~

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.March 26, 2020.

The preparation of financial statements in conformity with ~~GAAP~~generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities ~~at the date of~~in the financial statements and the ~~reported~~ amounts of ~~revenues and~~ expenses during the ~~reporting period.~~

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actualreported years. Actual results could differ ~~significantly~~ from those estimates.

Certain prior year amounts have been reclassified to conform to the current year presentation.

The ~~Company considers all short-term investments~~significant accounting policies followed in the preparation of these unaudited interim consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements with ~~an original maturity~~the exception of ~~three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 and June 30, 2018.~~the following:

~~Marketable securities held~~In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in ~~Trust Account~~

~~At December 31, 2018, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.~~

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rightsleases that are ~~either within the control of the holder or subject to redemption upon the occurrence of uncertain events~~ not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

~~The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting~~accounted for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2018 and June 30, 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2018, which are not currently redeemable and are not redeemable at fair value ~~have been excluded from~~through net income. The ASU replaces the ~~calculation of basic~~current incurred loss ~~per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.~~impairment methodology with a methodology that reflects expected credit losses. The Company ~~has~~adopted this ASU on January 1, 2020. There was not ~~considered~~a material impact on the ~~effect~~interim consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of ~~warrants sold in the Initial Public Offering~~disclosure requirements for recurring and ~~private placement to purchase 6,400,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants~~nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is ~~contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share~~effective for the ~~periods.~~

The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account andCompany beginning on January 1, 2020. This standard did not ~~the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows:~~

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2018 and June 30 2018, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.

~~Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would~~ have a material effect on the Company’s ~~condensed~~interim consolidated financial statements.

~~NOTE 3. INITIAL PUBLIC OFFERING~~In November 2018, the FASB issued ASU 2018-18 – “Collaborative Arrangements (Topic 808),” which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers. The Company adopted this standard in the first quarter of fiscal year 2020. This standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company beginning on January 1, 2021, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on the consolidated financial statements and related disclosures.

Short-term deposits represent time deposits placed with banks with original maturities of greater than three months but less than one year. Interest earned is recorded as finance income in the consolidated statements of comprehensive loss during the years for which the Company held short-term deposits.

~~Pursuant to the Initial Public Offering,~~As of March 31, 2020, the Company ~~sold 7,000,000 Units~~deposits dominated in USD and in ILS at Leumi Bank (Israel) and BHI USA that bear fixed annual interest of 1.0% - 1.75%. As of March 31, 2019, the Company had deposits at Leumi Bank (Israel) and BHI USA that bore fixed annual interest of 0.21% - 3.63%.

On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective approach for all lease arrangements at the beginning period of adoption. The Company leases office space under operating leases. At March 31, 2020, the Company’s ROU assets and lease liabilities for operating leases totaled $1,066 thousand and $1,101 thousand respectively.

In May 2017, BiomX Israel entered into a lease agreement for office space in Ness Ziona, Israel. The agreement is for five years beginning on June 1, 2017 with an option to extend for an additional five years. Monthly lease payments under the agreement are approximately $19 thousand. As part of the agreement, the Company has obtained a bank guarantee in favor of the property owner in the amount of approximately $94 thousand representing four monthly lease and related payments. Lease expenses recorded in the interim consolidated statements of operations were $52 thousand and $48 thousand for the three months ended March 31, 2020, and 2019, respectively.

In September 2019, BiomX Israel entered into a lease agreement for office space in Ness Ziona, Israel. The agreement is for five years beginning on September 8, 2019 with an option to extend for an additional period until July 14, 2027. Monthly lease payments under the agreement are approximately $12 thousand. As part of the agreement, BiomX Israel will obtain a bank guarantee in favor of the property owner in the amount of approximately $58 thousand representing four monthly lease and related payments. Lease expenses recorded in the interim consolidated statements of operations were $36 thousand for the three months ended on March 31, 2020.

Supplemental cash flow information related to operating leases was as follows (USD in thousands):

As of March 31, 2020, the Company’s operating leases had a weighted average remaining lease term of 4 years and a weighted average discount rate of 3%. Future lease payments under operating leases as of March 31, 2020 were as follows (USD in thousands):

On November 19, 2017, BiomX Israel signed a share purchase ~~price~~agreement with the shareholders of ~~$10.00 per Unit. Each Unit consists~~RondinX Ltd. In accordance with the share purchase agreement, BiomX Israel acquired 100% control and ownership of ~~one share~~RondinX Ltd. for consideration valued at $4.5 million. The consideration included the issuance of ~~common stock and one warrant (“Public Warrant”). Each Public Warrant entitles~~250,023 Preferred A Shares, the ~~holder~~issuance of warrants to purchase ~~one-half~~an aggregate of ~~one share~~4,380 Series A-1 preferred shares, and additional contingent consideration. The contingent consideration is based on the attainment of ~~common stock at an exercise price~~future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of ~~$11.50 per whole share (see Note 7).~~

~~Simultaneously~~primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company to issue 567,729 ordinary shares upon the attainment of certain milestones, as well as make future cash payments and/or issue additional shares of the most senior class of the Company’s shares authorized or outstanding as of the time the payment is due, or a combination of both of up to $32 million of the Company within ten years from the closing of the ~~Initial Public Offering, Mountain Wood, LLC purchased an aggregate~~agreement and/or the entering of ~~2,900,000 Private Placement Warrants~~agreements with certain third parties or their affiliates that include a qualifying up-front fee and is entered into within three years from the closing of the agreement. The Company has the discretion of determining whether milestone payments will be made in cash or by issuance of shares.

The contingent consideration is accounted for at ~~$0.40 per Private Placement Warrant, or $1,160,000~~fair value (level 3). There were no changes in the ~~aggregate)~~fair value hierarchy leveling during the three months ended March 31, 2020 and 2019.

The change in the fair value of the contingent consideration as of March 31, 2020 and 2019 was as follows (USD in thousands):

Intangible assets acquired in the RondinX acquisition (see Note 5) were determined to be in-process R&D. In accordance with ASC 350-30-35-17A, R&D assets acquired in a business combination are considered an indefinite-lived intangible asset until completion or abandonment of the associated R&D efforts. Once the R&D efforts are complete, the Company will determine the useful life of the R&D assets and will amortize these assets accordingly in the financial statements. As of March 31, 2020, the in-process R&D efforts have been completed. The Company has determined the definite useful life of three years for the intangible asset. Amortization expenses recorded in the interim consolidated statements of operations were $379 thousand for the three months ended on March 31, 2020. Based on management’s analysis, there was no impairment for the three months ended March 31, 2020 and 2019.

In December 2019, the IIA approved a new application for a total budget of NIS 10.8 million (approximately $3.1 million). ~~Each Private Placement Warrant~~IIA will fund 30% of the approved budget. The program is ~~exercisable~~for the period beginning from July 2019 through December 2019. BiomX Israel has not yet submitted the final report to ~~purchase~~the IIA for this program.

During December 2019 BiomX Israel submitted three additional applications to the IIA, for a total budget of NIS 41.1 million (approximately $11.9 million). IIA approved one, ~~share~~for a total budget of ~~common stock at an exercise price~~NIS 15.6 million (approximately $ 4.4 million). IIA will fund 30% of ~~$11.50.~~this budget. The ~~proceeds~~program is for the period beginning from January 2020 through December 2020. As of March 31, 2020, the company had not yet received grants from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust AccountIIA with respect to the ~~Private Placement Warrants.~~program.

~~NOTE 5. RELATED PARTY TRANSACTIONS~~According to the agreement with the IIA, BiomX Israel will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR linked to the Dollar. BiomX Israel may be required to pay additional royalties upon the occurrence of certain events as determined by the IIA, that are within the control of the Company. No such events have occurred or were probable of occurrence as of the balance sheet date with respect to these royalties. Repayment of the grant is contingent upon the successful completion of the Company’s R&D programs and generating sales. The Company has no obligation to repay these grants if the R&D program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of March 31, 2020; therefore, no liability was recorded in these consolidated financial statements.

~~Founder Shares~~As of March 31, 2020, the Company had a contingent obligation to the IIA in the amount of approximately 2.2 million including annual interest of LIBOR linked to the USD.

In ~~March 2018,~~July 2019, the Company, ~~issued~~Yeda and BiomX Israel amended the 2015 License Agreement and the 2017 License Agreement with Yeda (the “Amendment”). See note 7I regarding the amendment.

In April 2019, BiomX Israel signed additional patent license agreement with Keio University and JSR Corporation in Japan. According to the agreement, BiomX Israel received an exclusive sublicense by JSR to certain patent license to certain patent rights related to the Company’s Primary Sclerosing Cholangitis program. In return, the Company is required (i) to pay a license issue fee of $20,000 and annual license fees ranging from $15,000 to $25,000 and (ii) make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of ~~1,437,500 shares of common stock to the Sponsor~~$3.2 million (“~~Founder Shares”~~milestone payments”) for an aggregate purchase price of $25,000. On September 14, 2018, the Company effectuated a 1.4-for-1 stock dividend resulting in an aggregate of 2,012,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 262,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own 20% of the Company’s issued and ~~outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares~~(iii) make tiered royalty payments, in the ~~Initial Public Offering) (see Note 9).~~low single digits based on future revenue. The consolidated financial statements include liabilities with respect to this agreement in the amount of $234 thousand and $217 as of March 31, 2020 and December 31, 2019 respectively.

The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The Company ~~issued unsecured promissory notes (the “Promissory Notes”)~~is authorized to issue 60,000,000 shares of Common Stock. Holders of the ~~Sponsor, pursuant~~Company’s Common Stock are entitled to ~~which~~one vote for each share. As of March 31, 2020, the Company ~~borrowed an aggregate~~had 22,925,860 issued shares and 22,920,160 outstanding shares of ~~$105,500, of which $65,500 was borrowed during the six months ended December 31, 2018. The Promissory Notes were non-interest bearing and payable on the closing~~Common Stock.

As detailed in Note 1, as part of the ~~Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering~~Recapitalization Transaction on ~~December 18, 2018.~~

~~On December 18, 2018,~~October 28, 2019, the Company issued ~~a $500,000 promissory note to the Sponsor (the “Sponsor Promissory Note”)~~15,069,058 Common Shares in exchange for ~~$500,000 in cash that was used to pay the underwriting discount at the consummation~~approximately 65% of the ~~Initial Public Offering.~~issued and outstanding ordinary shares and all the preferred shares of BiomX Israel. The ~~Sponsor Promissory Note is non-interest bearing, unsecured and due upon~~number of shares prior to the ~~consummation~~Recapitalization Transaction have been retroactively adjusted based on the equivalent number of ~~a Business Combination.~~

~~Related Party Loans~~shares received by the accounting acquirer in the Recapitalization Transaction.

In ~~order~~addition, the Company also agreed to ~~finance transaction costs~~issue the following number of additional shares of Common Stock, in ~~connection with~~the aggregate, to shareholders on a ~~Business Combination,~~pro rata basis, subject to the Company’s initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $500,000achievement of the ~~Working Capital Loans may be converted into private warrants at a price of $0.40 per private warrant. The private warrants would be identical to~~conditions specified below following the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Pursuant to a registration rights agreement entered into on December 13, 2018, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and any securities that may be issued upon conversion of the Working Capital Loans are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and their underlying securities) or securities issued in payment of Working Capital Loans made to the Company (in each case, including the underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rightsrecapitalization transaction (all with respect to ~~registration statements filed subsequent to~~ the ~~completion of a Business Combination. The Company will bear~~Company’s common shares traded on the ~~expenses incurred in connection with the filing of any such registration statements.~~NYSE):

The Company granted the underwriters a 45-day option to purchase up to 1,050,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The over-allotment option expired unexercised on February 4, 2019 (see Note 9).

~~Preferred Stock —~~The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. ~~At December 31, 2018 and June 30, 2018, there were no shares of preferred stock issued or outstanding.~~

In 2015, the board of directors of BiomX Israel approved a plan (original option plan) for the allocation of options to employees, service providers, and officers (the “2015 Plan”). The ~~Company is authorized~~options represented a right to ~~issue 30,000,000 shares of common stock with a par value of $0.0001 per share. Holders~~purchase 1 Ordinary Share of the Company’s common stock are entitled to one vote for each share. At December 31, 2018 and June 30, 2018, there were 2,473,414 and 2,012,500 shares of common stock issued and outstanding (excluding 6,539,086 and no shares of common stock subject to possible redemption, respectively), of which 262,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercisedBiomX Israel in ~~full so that the Company’s Initial Stockholders would own 20%~~consideration of the ~~issued and outstanding shares after~~payment of an exercise price. Also, the ~~Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares) (see Note 9).~~

~~Warrants~~ — No fractional shares will be issued upon exercise of the Public Warrants. Therefore, Public Warrants must be exercised in multiples of two warrants. The Public Warrants will become exercisable on the consummation of a Business Combination; provided in that the Company has an effective and current registration statement covering the shares of common stock issuable upon the exercise of the Public Warrants and a current prospectus relating to such shares of common stock. The Company has agreed that as soon as practicable, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrantsoptions were granted in accordance with the ~~provisions~~“capital gains route” under section 102 and section 3(i) of the ~~warrant agreement.~~Israeli Income Tax Ordinance and section 409A of the Israeli Internal Revenue Code.

The original option plan was adjusted in 2019 following the Recapitalization Transaction on October 28, 2019. Following the Recapitalization Transaction, each outstanding option entitles its holder to purchase 1 Common Stock share of the Company. As a result, the number of options and exercise price per share were adjusted in a technical manner such that there was no change in the fair value of the awards under the adjusted option plan. The number of outstanding options and exercise prices in this Note have been restated to reflect the adjusted option plan. As of March 31, 2020, there are no shares remaining for issuance under the original option plan.

During 2019, the Board approved the grant of 704,669 options without consideration to 22 employees and 79,630 options without consideration to 2 consultants. 527,716 of the options granted are to the executive officers of the Company. Option were granted under the 2015 plan.

During 2019, 74,581 options were exercised to purchase ordinary shares at an exercise price of $1.34 per share.

Certain senior employees are entitled to full acceleration of their unvested options upon the occurrence of cumulative two certain events.

The Company adopted a new incentive plan in 2019 (the “2019 Plan”) to grant 1,000 options, exercisable to Common Stock, par value $0.0001 per share. On January 1, 2020 number of options available to grant was increased by 914,741 options.

The aggregate number of shares of Common Stock that may be delivered pursuant to the 2019 Plan will automatically increase on January 1 of each year, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to four percent (4%) of the total number of Common Stock outstanding on December 31 of the preceding calendar year. Notwithstanding the foregoing, ifthe Board of Directors may act prior to January 1 of a ~~registration statement covering~~given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of Common Stock than provided herein. On January 1, 2020, there were 915,741 shares available for issuance under the 2019 Plan.

On March 25, 2020, the Board approved the grant of ~~common stock issuable~~814,700 options without consideration to 65 employees, one consultant, four senior officers (one of whom is a consultant) and six directors under the 2019 Incentive Plan. Options were granted at an exercise price of $ 6.21 per share with vesting periods ranging from three to four years. Directors and Senior officers are entitled to full acceleration of their unvested options upon ~~exercise~~the occurrence of cumulative two certain events. As of March 31, 2020, there are 101,041 shares available for issuance under the 2019 plan.

The fair value of each option was estimated as of the ~~public warrants is not effective within 120 days from~~date of grant or reporting period using the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration underBlack-Scholes option-pricing model, using the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.following assumptions:

The cost of the benefit embodied in the options granted during the three months ended March 31, 2020, based on their fair value as at the grant date, is estimated to be approximately $3.6 million. These amounts will be recognized in statements of operations over the vesting period.

As of March 31, 2020, and 2019, the Company had the following outstanding warrants to purchase Common Stock as follows:

236,552 warrants were fully vested and exercisable on the date of their issuance. The remainder of the warrants will vest and become exercisable subject to achievement of certain milestones specified in the agreement as follows:

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of ~~common stock~~Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ~~common stock~~Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that the Private Placement Warrants are exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be non-redeemable by the Company, in each case, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

On October 31, 2018, BiomX entered into a research collaboration agreement with Janssen Research & Development, LLC (“Janssen”) an affiliate of shareholder Johnson & Johnson Development Corporation, for a collaboration on biomarker discovery for inflammatory bowel disease (“IBD”). Under the agreement, BiomX is eligible to receive fees totaling $167 thousand in installments of $50 thousand within 60 days of signing of the agreement, $17 thousand upon completion of data processing, and two installments of $50 thousand each, upon delivery of Signature Phase I of the Final Study Report (both terms defined within the agreement). Unless terminated earlier, this agreement will continue in effect, until 30 days after the parties complete the research program and BiomX provide Janssen with a final study report. The research period started during March 2019 and ended on September 2019. The final report was provided to Janssen in December 2019.

The basic and diluted net loss per share and weighted average number of shares of Ordinary Shares used in the calculation of basic and diluted net loss per share are as follows (USD in thousands, except share and per share data):

On May 5, 2020, the ~~Company’s assets that are measured~~Board of Directors approved the grant of 79,000 options to four employees under the 2019 Incentive Plan. Options were granted at ~~fair value on~~an exercise price of $5.59 per share with a ~~recurring basis at December 31, 2018, and indicates the fair value hierarchy~~vesting period of ~~the valuation inputs the Company utilized to determine such fair value:~~four years.

~~NOTE 9. SUBSEQUENT EVENTS~~

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

~~The underwriters over-allotment option expired unexercised on February 4, 2019. As such, 262,500 Founder Shares were forfeited and there are now 1,750,000 Founder Shares issued and outstanding.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this ~~report (the “Quarterly Report”)~~Quarterly Report to “we,” ~~“us” or~~“us,” the “Company” or similar words refer to ~~Chardan Healthcare Acquisition Corp. References to our “management” or our “management team” refer to our officers~~the combined company, BiomX Inc. When this Quarterly Report references “BiomX” and ~~directors, and references~~describes the business of BiomX, it refers to the ~~“Sponsor” refer to Chardan Investments, LLC.~~business of BiomX Ltd., an Israeli company and wholly-owned subsidiary of the Company. The financial statements included in this Quarterly Report show the consolidated balances and transactions of the Company and BiomX and may also show comparative financial information of BiomX (the acquirer in a reverse merger for accounting purposes). The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special Note Regarding Forward-Looking Statements~~Pursuant to a merger agreement dated as of July 16, 2019 and amended as of October 11, 2019, among other things, CHAC Merger Sub Ltd., an Israeli company and wholly owned subsidiary of the Company, merged with and into BiomX, with BiomX continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Business Combination”). The Business Combination was treated as a “reverse merger” in accordance with GAAP. For accounting purposes, BiomX was considered to have acquired the Company. Therefore, for accounting purposes, the Business Combination was treated as the equivalent of a capital transaction in which BiomX issued stock for the net assets of the Company. The net assets of the Company were stated at historical cost, with no goodwill or other intangible assets recorded. The post-acquisition financial statements of the Company had shown the consolidated balances and transactions of the Company and BiomX as well as comparative financial information of BiomX (the acquirer for accounting purposes).

~~This Quarterly Report includes “forward-looking statements” within~~General

BiomX is a clinical stage microbiome product discovery company developing products using both natural and engineered phage technologies designed to target and destroy bacteria that affect the ~~meaning~~appearance of ~~Section 27A~~skin, as well as harmful bacteria in chronic diseases, such as IBD, liver disease and cancer. Bacteriophage or phage are viruses that target bacteria and are considered inert to mammalian cells. By developing proprietary combinations of naturally occurring phage and by creating novel phage using synthetic biology, BiomX develops phage-based therapies intended to address large-market and orphan diseases.

Since inception in 2015, BiomX has devoted substantially all its resources to organizing and staffing its company, raising capital, acquiring rights to or discovering product candidates, developing its technology platforms, securing related intellectual property rights, and conducting discovery, research and development activities for its product candidates. It does not have any products approved for sale, its products are still in the preclinical development stage, and it has not generated any revenue from product sales. As BiomX moves its product candidates from preclinical to clinical stage, it expects its expenses to increase.

Recent Developments

In December 2019, a strain of novel coronavirus (now commonly known as COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread rapidly throughout many countries, and, on March 12, 2020, the World Health Organization declared COVID-19 to be a pandemic. In an effort to contain and mitigate the spread of COVID-19, many countries have imposed unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19. The Company has implemented recommended measures to safeguard the health and safety of its employees and clinical trial participants, and the continuity of its business operations. As of May 14, 2020, the COVID-19 pandemic has not had a material impact on our results of operation. However, uncertainty remains as to the potential impact of the ~~Securities Act~~COVID-19 pandemic on our future research and ~~Section 21E~~development activities. It is not currently possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels, and we do not yet know the full extent of any impact on our business or our operations. We will continue to monitor the COVID-19 pandemic closely and intend to follow health and safety guidelines as they evolve.

Consolidated Results of Operations

Comparison of the ~~Exchange Act~~Three Months Ended March 31, 2020 and 2019

The following table summarizes our consolidated results of operations for the three months ended March 31, 2020 and 2019:

	Three Months ended March 31,
	2020			2019
	In thousands
Research and development (“R&D”) expenses, net	$	3,908		$	2,743
General and administrative expenses		2,058			981
Operating loss		5,966			3,724
Finance expenses income, net		(65	)		(499	)
Net Loss	$	5,901		$	3,225

Research and development expenses were $3,908 for the three months ended March 31, 2020, compared to $2,743 thousand for the three months ended March 31, 2019. The increase of $1,165, or 42%, is primarily due to the manufacturing of BX001 and BX002, the Company’s product candidates for acne-prone skin and IBD, respectively, and due to the BX001 Phase 1 cosmetic clinical study.

General and administrative expenses were $2,058 for the three months ended March 31, 2020, compared to $981 thousand for the three months ended March 31, 2019. The increase of $1,077, or 110%, is primarily due to expenses associated with public company infrastructure.

Clinical Updates

On March 31st, 2020 we announced positive topline results from a the randomized, double-blind, dose-finding, placebo-controlled single center Phase 1 cosmetic clinical study of BX001, a topical gel comprised of a cocktail of naturally-occurring phage targeting C. acnes to improve the appearance of acne-prone skin in subjects with acne-prone skin. The 75 enrolled individuals with mild-to-moderate acne were randomized into one of three cohorts: a high dose cohort, a low dose cohort, and a placebo cohort (vehicle). The study met its primary endpoint of safety and tolerability for both doses of BX001, as well as a statistically significant (p=0.036) reduction of Cutibacterium acnes (C. acnes) levels for the high dose of BX001 compared to placebo. C. acnes are bacteria implicated in the pathophysiology of acne vulgaris.

BX001 is a topical gel comprised of a cocktail of naturally-occurring phage targeting C. acnes to improve the appearance of acne-prone skin. The Phase 1 cosmetic clinical study was a four-week randomized, double-blind, dose-finding, placebo-controlled single center trial which enrolled 75 individuals with mild-to-moderate acne. Enrolled individuals were randomized into one of three cohorts: a high dose cohort, a low dose cohort, and a placebo cohort (vehicle).

The Phase 2 cosmetic clinical study is planned to be a 12-week randomized, double-blind, placebo-controlled trial in 100 individuals with mild-to-moderate acne. Enrolled individuals will be randomized into one of two cohorts: BX001 or placebo (vehicle). Findings from post-hoc analyses of data from the BX001 Phase 1 cosmetic clinical study resulted in plans to enrich the subject population for certain characteristics in the Phase 2 BX001 cosmetic clinical study.

BiomX’s guidance on the timing of certain clinical milestones has evolved, partly due to the health and safety precautions we’ve taken and challenges in clinical trial enrollment due to the COVID-19 pandemic. Results from the phase 2 cosmetic clinical study of BX001 are expected in the second quarter of 2021. Results from the first-in-human Phase 1a study of BX002 in IBD are expected in the fourth quarter of 2020 and results from the phase 1b/phase 2a are expected in the second half of 2021. As the PSC program shares the same bacterial target (Klebsiella pneumoniae) as the IBD program, BiomX plans to apply the Phase 1 study results in IBD to inform the PSC program, with the intention of progressing into Phase 2 development in PSC in 2022. Proof of concept in animal models in the colorectal cancer program is expected by the second quarter of 2021.

Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows for each of the periods presented:

	Three Months Ended March 31,
	2020			2019
	In thousands
Net cash used in operating activities	$	(6,671	)	$	(3,040	)
Net cash used in investing activities		(329	)		(192	)
Net cash provided by financing activities		31			1,800
Net increase (decrease) in cash and cash equivalents	$	(6,969	)	$	(1,432	)

Net cash used in operating activities for the three months ended March 31, 2020 included our net loss of $5.9 million. Net changes in our operating assets and liabilities for the three months ended March 31, 2020 consisted primarily of decrease in trade account payables of $1.8 million.

Net cash used in operating activities for the three months ended March 31, 2019 was $3.0 million. Net changes in our operating assets and liabilities for the three months ended March 31, 2019 consisted primarily of $ 3.2 million net loss.

Investing Activities

During the three months ended March 31, 2020, net cash provided by investing activities was $0.3 million, mainly as a result of purchasing property and equipment.

During the three months ended March 31, 2019, net cash used in investing activities was $0.2 million, mainly as a result of purchase of property and equipment.

Financing Activities

During the three months ended March 31, 2020, net cash provided by financing activities was $0.03 million, consisting of exercise of stock options and outflows in connection with current assets and liabilities acquired in reverse recapitalization.

During the three months ended March 31, 2019, net cash provided by financing activities was $1.8 million, as a result of issuance of preferred shares, net of issuance costs.

Off-Balance Sheet Arrangements

As of March 31, 2020, we did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Significant Judgments and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not ~~historical facts,~~readily apparent from other sources. We evaluate our estimates and ~~involve risks and uncertainties that could cause~~assumptions on an ongoing basis. Our actual results tomay differ ~~materially~~ from ~~those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s~~these estimates under different assumptions or conditions. Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~regarding the Company’s financial position, business strategy and the plans and objectives~~ of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors sectionour 2019 Annual Report includes a summary of the Company’s final prospectus for its Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~

We are a blank check company formed under the laws of the State of Delaware on November 1, 2017 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of Initial Public Offering and the sale of the Private Placement Warrants, our securities, debt or a combination of cash, securities and debt. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although we intend to focus on North America in the healthcare industry.

Our acquisition strategy is to identify, acquire and build a public company. Our selection process will leverage our team’s network of industry, venture capital, hedge fund, private equity and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, attorneys and accountants, whichcritical accounting policies we believe ~~should provide us with a number of business combination opportunities. We intend~~are the most important to ~~deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of the relationships, capital, capital markets expertise and operating experience of~~aid in understanding our team, can help accelerate the target business’ growth and performance. We will initially focus on emerging growth healthcare companies in healthcare niches including, but not limited to, biotechnology, medical technology and digital health.

~~Results of Operations~~

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2018 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial ~~reporting, accounting and auditing compliance), as well as for due diligence expenses.~~

For the three and six months ended December 31, 2018, we had net income of $10,458 and $9,808, respectively, which consists of interest income on marketable securities held in the Trust Account of $55,546, offset by an unrealized loss on marketable securities held in our Trust Account of $21,087, operating costs of $15,789 and $16,439, respectively, and a provision for income taxes of $8,212.

~~Liquidity and Capital Resources~~

On December 18, 2018, we consummated the Initial Public Offering of 7,000,000 Units, at $10.00 per Unit, generating gross proceeds of $70,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 2,900,000 Private Placement Warrants, at $0.40 per Private Placement Warrant, to Mountain Wood, LLC, an affiliate of Chardan Investments, LLC (the “Sponsor”), generating gross proceeds of $1,160,000.

As of December 31, 2018, we had marketable securities held in the Trust Account of $70,034,459 (including approximately $34,000 of interest income, net of unrealized losses) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2018, we did not withdraw any interest earned on the Trust Account.

For the six months ended December 31, 2018, cash used in operating activities was $75,939. Net income of $9,808 was affected by interest earned on marketable securities held in the Trust Account of $55,546, an unrealized loss on marketable securities held in our Trust Account of $21,087 and changes in operating assets and liabilities, which used $51,288 of cash.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of amounts withdrawn to pay our taxes) to complete a Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business.

As of December 31, 2018, we had cash of $846,840 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds from time to time or at any time, as may be required. If we complete a Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $500,000 of such loans may be convertible into private warrants at a price of $0.40 per private warrant at the option of the lender. The private warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Off-Balance Sheet Arrangements~~

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2018. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which wouldresults. There have been ~~established for the purpose of facilitating off-balance sheet arrangements. We~~no changes to those critical accounting policies that have ~~not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.~~

~~Contractual obligations~~

~~We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.~~

~~Critical Accounting Policies~~

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect thehad a material impact on our reported amounts of assets, liabilities, revenue, costs and ~~liabilities,~~expenses, or the disclosure of contingent assets and liabilities ~~at the date of the~~in our financial statements ~~and income and expenses~~ during the ~~periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policy.~~

~~Common stock subject to possible redemption~~

We account for common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at Decemberthree months ended March 31, ~~2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet.~~2020.

~~Recent accounting standards~~Recently Issued Accounting Pronouncements

~~Management does not believe that any~~A description of recently issued ~~but not yet effective,~~ accounting pronouncements ~~if currently adopted, would have a material effect on~~that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Following the consummation of our Initial Public Offering,~~As a smaller reporting company, we ~~invested the funds held in the Trust Account in money market funds meeting certain conditions~~are not required to make disclosures under Rule 2a-7 under the Investment Company Act, which invest solely in United States Treasuries. Due to the short-term nature of the money market fund’s investments, we do not believe that there will be an associated material exposure to interest rate risk.this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2018, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures during the period covered by this Quarterly Report, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that that our disclosure controls and procedures were effective as of March 31, 2020.

Changes in Internal Control ~~Over~~over Financial Reporting

~~During~~Management did not have sufficient time following the ~~fiscal quarter covered by this Current Report on Form 10-Q, there has been no change in our~~Business Combination to complete a comprehensive assessment of internal control over financial reporting for the year ended December 31, 2019. In making this determination, we considered the effects of the Business Combination, which is treated as a “reverse merger” in accordance with GAAP and after which, substantially all of the business of the Company was that of BiomX. Management has ~~materially affected, or is reasonably likely~~begun to ~~materially affect, our~~take steps to strengthen the Company’s internal control over financial ~~reporting.~~reporting, including the hiring of experienced accounting and finance staff, and adopting new policies and procedures, and intends to take additional steps during the 2020 fiscal year. Management intends to complete its assessment for inclusion in our 2020 Annual Report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

~~None.~~ We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on December 14, 2018. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, thereThere have been no material changes to the ~~risk factors~~principal risks that we believe are material to our business, results of operations, and financial condition from those disclosed in ~~our final prospectus dated December 14, 2018 filed with~~Part I, Item 1A—“Risk Factors” of the ~~SEC.~~2019 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In March 2018, our Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On September 14, 2018, the Company effected stock dividends of 1.4-for-1 share of common stock, for each outstanding share of common stock, resulting in 2,012,500 Founder Shares outstanding. The underwriters’ over-allotment option expired unexercised on February 4, 2019. As a result, The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).None.

On December 18, 2018, we consummated the Initial Public Offering of 7,000,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $70,000,000. Chardan Capital Markets LLC. acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-228533). The SEC declared the registration statement effective on December 13, 2018. We granted the underwriters a 45-day option to purchase up to 1,050,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The over-allotment option expired unexercised on February 4, 2019.

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 2,900,000 warrants, each exercisable to purchase one share of the Company’s common stock for $11.50 per share (“Private Placement Warrants”), to Mountain Wood, LLC, an affiliate of the Sponsor at a price of $0.40 per Private Placement Warrant, generating total proceeds of $1,160,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $70,000,000 was placed in a Trust Account. We paid a total of $500,000 in underwriting discounts and commissions and $283,566 for other costs and expenses related to the Initial Public Offering.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~

Item 3. Defaults Upon Senior Securities.

~~None~~None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly ~~Report on Form 10-Q.~~Report.

No.		Description of Exhibit
3.1		~~1.1~~Certificate of Amendment of Certificate of Incorporation of the Company, effective on October 28, 2019
10.1		~~Underwriting~~Form of Non-Qualified Stock Option Agreement ~~dated December 13, 2018,~~(U.S. Awards to Non-Executives) (Incorporated by ~~and between~~reference to Exhibit 10.19 to the ~~Registrant and Chardan Capital Markets, LLC (1)~~registrant’s Annual Report on Form 10-K filed by the registrant on March 26, 2020)
~~4.1~~10.2		~~Warrant~~Form of Non-Qualified Stock Option Agreement ~~dated December 13, 2018,~~(U.S. Awards to Executive Officers) (Incorporated by ~~and between Continental Stock Transfer & Trust Company and~~reference to Exhibit 10.20 to the ~~Registrant. (1)~~registrant’s Annual Report on Form 10-K filed by the registrant on March 26, 2020)
~~10.1~~10.3		~~Letter Agreements~~Form of Option Agreement (Israeli Awards) (Incorporated by ~~and between~~reference to Exhibit 10.21 to the ~~Registrant and each of~~registrant’s Annual Report on Form 10-K filed by the ~~initial stockholders, officers and directors of the Registrant. (1)~~registrant on March 26, 2020)
~~10.2~~31.1		~~Investment Management Trust Agreement, dated December 13, 2018, by and between Continental Stock Transfer & Trust Company and the Registrant. (1)~~
~~10.3~~		~~Stock Escrow Agreement, dated December 13, 2018, among the Registrant, Continental Stock Transfer & Trust Company and the initial stockholders. (1)~~
~~10.4~~		~~Registration Rights Agreement, dated December 13, 2018, among the Registrant, Continental Stock Transfer & Trust Company and the initial stockholders. (1)~~
~~10.5~~		~~Promissory Note dated December 18, 2018. (1)~~
~~31.1~~		Certification of Principal Executive Officer ~~Pursuant~~pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act ~~Rules 13a-14(a),~~of 1934, as ~~adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~amended
31.2		Certification of Principal Financial Officer ~~Pursuant~~pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act ~~Rules 13a-14(a),~~of 1934, as ~~adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~amended
~~32.1~~32		Certification of Principal Executive Officer ~~Pursuant~~and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted ~~Pursuant~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~32.2~~		~~Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
101.INS*		~~XBRL Instance Document~~
101.CAL*		~~XBRL Taxonomy Extension Calculation Linkbase Document~~
101.SCH*		~~XBRL Taxonomy Extension Schema Document~~
101.DEF*		~~XBRL Taxonomy Extension Definition Linkbase Document~~
101.LAB*		~~XBRL Taxonomy Extension Labels Linkbase Document~~
101.PRE*		~~XBRL Taxonomy Extension Presentation Linkbase Document~~

* Filed herewith.

~~(1) Previously filed as an exhibit to our Current Report on Form 8-K filed on December 19, 2018 and incorporated by reference herein~~

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~CHARDAN HEALTHCARE ACQUISITION CORP.~~BIOMX INC.

Date: ~~February 6, 2019~~May 14, 2020	By:	/s/ ~~Jonas Grossman~~Jonathan Solomon
	Name:	~~Jonas Grossman~~Jonathan Solomon
	Title:	~~President and~~ Chief Executive Officer
		(Principal Executive Officer)

Date: ~~February 6, 2019~~May 14, 2020	By:	/s/ ~~George Kaufman~~Marina Wolfson
	Name:	~~George Kaufman~~Marina Wolfson
	Title:	~~Chief Financial Officer~~Vice President of Finance and ~~Head of Strategy~~Operations
		(Principal Financial Officer and Principal Accounting Officer)

	Page
Part I. Financial Information	1
Item 1. Financial Statements
~~Condensed Balance Sheets~~	1
Condensed ~~Statements of Operations~~Consolidated Balance Sheets (unaudited)	2
Condensed ~~Statement~~Consolidated Statements of Operations (unaudited)	4
Condensed Consolidated Statements of Shareholders’ Equity (unaudited)	5
Condensed Consolidated Statements of Cash Flows (unaudited)	37
Notes to Condensed Consolidated Financial Statements	48
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1222
Item 3. Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk	1425
Item 4. Controls and Procedures	1425

Part II. Other Information	26
Item 1. Legal Proceedings	1526
Item 1A. Risk Factors	1526
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1526
Item 3. Defaults Upon Senior Securities	1526
Item 4. Mine Safety Disclosures	1526
Item 5. Other Information	1526
Item 6. Exhibits	1626
Part III. Signatures	1727

	December 31, 2018		June 30, 2018
		(unaudited)
ASSETS
Current Assets
Cash	$	846,840	$	430
Prepaid expenses and other current assets		70,300		—
Total Current Assets		917,140		430

Deferred offering costs		—		64,545
Marketable securities held in Trust Account		70,034,459		—
Total Assets	$	70,951,599	$	64,975

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	11,800	$	1,000
Accrued offering costs		21,370		—
Income taxes payable		8,212		—
Promissory note - related party		—		40,000
Total Current Liabilities		41,382		41,000

Promissory note – related party		500,000		—
Total Liabilities		541,382		41,000

Commitments

Common stock subject to possible redemption, 6,539,086 and no shares at redemption value as of December 31, 2018 and June 30, 2018, respectively		65,410,211		—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,473,414 and 2,012,500 shares issued and outstanding (excluding 6,539,086 and no shares subject to possible redemption) as of December 31, 2018 and June 30, 2018, respectively⁽¹⁾		247		201
Additional paid-in capital		4,990,976		24,799
Retained earnings/(Accumulated deficit)		8,783		(1,025	)
Total Stockholders’ Equity		5,000,006		23,975
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	70,951,599	$	64,975

~~(1)~~	~~Included an aggregate~~Page

Interim Consolidated Balance Sheets as of ~~262,500 shares that were subject~~March 31, 2020 and December 31, 2019 (unaudited)	F-2-F-3

Interim Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (unaudited)	F-4

Interim Consolidated Statements of Shareholders’ Equity for the period ended March 31, 2020 and March 31, 2019 (unaudited)	F-5-F-6

Interim Consolidated Statements of Cash Flows for the three Months Ended March 31, 2020 and 2019 (unaudited)	F-7

Notes to ~~forfeiture to the extent that the underwriters’ over-allotment was not exercised in full (see Notes 7 and 9).~~Interim Consolidated Financial Statements	F-8-F-21

		As of
	Note	March 31, 2020		December 31, 2019
ASSETS

Current assets

Cash and cash equivalents			65,292		72,256
Restricted cash			149		154
Short-term deposits	3		10,052		10,003
Related parties	9		-		50
Other current assets			1,680		2,068
Total current assets			77,173		84,531

Lease deposit			5		5
Property and equipment, net			2,039		1,881
In-process research and development (“R&D”)	6		4,177		4,556
Operating lease right-of-use asset	4		1,066		1,148
Total non-current assets			7,287		7,590

			84,460		92,121

	Three Months Ended December 31,			Six Months Ended December 31,
	2018			2018

Operating costs	$	15,789		$	16,439
Loss from operations		(15,789	)		(16,439	)

Other income:
Interest income		55,546			55,546
Unrealized loss on marketable securities held in Trust Account		(21,087	)		(21,087	)
Other income, net		34,459			34,459

Income before provision for income taxes		18,670			18,020
Provision for income taxes		(8,212	)		(8,212	)
Net income	$	10,458		$	9,808

Weighted average shares outstanding, basic and diluted⁽¹⁾		1,815,004			1,782,502

Basic and diluted net loss per common share⁽²⁾	$	(0.00	)	$	(0.01	)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of common stock	PHGE.U	NYSE American
Common stock, $0.0001 par value, included as part of the units	PHGE	NYSE American
Warrants included as part of the units	PHGE.WS	NYSE American

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

		As of
	Note	March 31, 2020			December 31, 2019

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Trade account payables			1,340			3,253
Other account payables			2,380			2,596
Current portion of lease liabilities	4		361			375
Total current liabilities			4,081			6,224

Non-current liabilities
Lease liabilities – net of current portion	4		740			856
Contingent liabilities	5		641			585
Total non-current liabilities			1,381			1,441

Commitments and Contingent Liabilities	7

Shareholders’ equity
	8
Common stock, $0.0001 par value (“Ordinary Shares”); Authorized -60,000,000 shares as of March 31, 2020 and December 31, 2019. Issued - 22,925,860 as of March 31, 2020 and December 31, 2019. Outstanding - 22,920,160 shares as of March 31, 2020 and 22,862,835 as of December 31, 2019.			2			2

Additional paid in capital			127,069			126,626
Accumulated deficit			(48,073	)		(42,172	)
Total shareholders’ equity			78,998			84,456

			84,460			92,121

Cash Flows from Operating Activities:
Net income	$	9,808
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(55,546	)
Unrealized loss on marketable securities held in Trust Account		21,087
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(70,300	)
Accounts payable and accrued expenses		10,800
Income taxes payable		8,212
Net cash used in operating activities		(75,939	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(70,000,000	)
Net cash used in investing activities		(70,000,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		69,500,000
Proceeds from sale of Private Placement Warrants		1,160,000
Proceeds from promissory notes – related party		565,500
Repayment of promissory notes – related party		(105,500	)
Payment of offering costs		(197,651	)
Net cash provided by financing activities		70,922,349

Net Change in Cash		846,410
Cash – Beginning		430
Cash – Ending	$	846,840

Non-cash investing and financing activities:
Initial classification of common stock subject to redemption	$	65,399,750
Change in value of common stock subject to redemption	$	10,461
Offering costs included in accrued offering costs	$	21,370

	Common Stock					Additional paid in		Accumulated			Total shareholders’
	Shares		Amount			Capital		deficit			equity

Balance as of December 31, 2019	22,862,835		2			126,626		(42,172)			84,456

Exercise of options		57,325			*		106					106
Share-based payment							337					337
Net loss									(5,901	)		(5,901	)

Balance as of March 31, 2020		22,920,160		2			127,069		(48,073	)		78,998

	Common Stock					Preferred A Shares (pre-merger- BiomX Ltd.)				Preferred B Shares (pre-merger- BiomX Ltd.)					Additional paid in		Accumulated			Total shareholders’
	Shares (**)		Amount			Shares (**)		Amount		Shares (**)		Amount			Capital		deficit			equity

Balance as of December 31, 2018		2,307,871		(*	)		7,543,831		1		5,170,357		1			64,410		(21,609	)		42,803

Issuance of shares		-		-			-		-		308,628		(*	)		1,800		-			1,800
Share-based payment		-		-			-		-		-		-			304		-			304
Net loss		-		-			-		-		-		-			-		(3,225	)		(3,225	)

Balance as of March 31, 2019		2,307,871		(*	)		7,543,831		1		5,478,985		1			66,514		(24,834	)		41,682

	For the three months ended March 31,
	2020			2019

CASH FLOWS – OPERATING ACTIVITIES
Net loss		(5,901	)		(3,225	)

Adjustments required to reconcile cash flows used in operating activities:
Depreciation and amortization		501			53
Share-based compensation		337			304
Revaluation of contingent liabilities		56			6

Changes in operating assets and liabilities:
Other receivables		388			(107	)
Trade account payables		(1,838	)		167
Other account payables		(216	)		(214	)
Operating lease liabilities		(48	)
Related parties		50			(24	)
Net cash used in operating activities		(6,671	)		(3,040	)

CASH FLOWS – INVESTING ACTIVITIES
Decrease in short-term deposit		(49	)		(55	)
Purchase of property and equipment		(280	)		(137	)
Net cash used in investing activities		(329	)		(192	)

CASH FLOWS – FINANCING ACTIVITIES
Issuance of preferred shares, net of issuance costs		-			1,800
Outflows in connection with current assets and liabilities acquired in reverse recapitalization		(75	)		-
Exercise of stock options		106			-
Net cash provided by financing activities		31			1,800

Decrease in cash and cash equivalents and restricted cash		(6,969	)		(1,432	)

Cash and cash equivalents and restricted cash at the beginning of the period		72,410			8,693

Cash and cash equivalents and restricted cash at the end of the Period		65,441			7,261

Supplemental non-cash transactions:
Recognition of right-of-use asset and lease liability upon adoption of ASU 2016-02		-			662

	Three Months Ended December 31,			Six Months Ended December 31,
	2018			2018
Net income	$	10,458		$	9,808
Less: Income attributable to common stock subject to redemption		(19,353	)		(19,353	)
Adjusted net loss	$	(8,895	)	$	(9,545	)

Weighted average shares outstanding, basic and diluted		1,815,004			1,782,502

Basic and diluted net loss per share	$	(0.00	)	$	(0.01	)

		Three months ended March 31, 2020
Cash payments for operating leases			88

	Operating Leases
Remainder of 2020	$	275
2021	$	367
2022	$	262
2023	$	138
2024	$	95
Total future lease payments	$	1,137
Less imputed interest	$	(36	)
Total lease liability balance	$	1,101

	Contingent consideration

As of December 31, 2019		585
Change in fair value of contingent consideration		56
As of March 31, 2020		641

	Contingent consideration

As of December 31, 2018		889
Change in fair value of contingent consideration		6
As of March 31, 2019		895

	For the three months ended March 31, 2020
	Number of Options			Weighted average exercise price		Aggregate intrinsic value

Outstanding at the beginning of period		3,143,802			1.09		25,733
Granted		814,700			6.21
Forfeited		(16,747	)		1.69
Exercised		(57,325	)		1.85
Outstanding at the end of period		3,884,430			2.87		16,035
Vested at end of period		1,654,090
Weighted average remaining contractual life – years as of March 31, 2020		6.96

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	at any time during the exercise period;

	●	upon a minimum of 30 days’ prior written notice of redemption;

	●	if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

	(2)
	~~Level 2:~~	~~Observable inputs other than Level 1 inputs. Examples~~The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of ~~Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.~~

	~~Level 3:~~	~~Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.~~operation:


	Three months ended March 31,
	2020		2019
R&D		192		194
General and administrative		145		110
		337		304

	Three months ended March 31,
	2020		2019

Net loss		5,901		3,225
Interest accrued on preferred shares (pre-merger – BiomX Ltd.)		-		1,183
Net loss used in the calculation of basic net loss per share		5,901		4,408
Net loss per share		0.26		2.20
Weighted average number of Common Stock		22,897,723		2,005,043

Description	Level	December 31, 2018
Assets:
Marketable securities held in Trust Account	1	$	70,034,459