Silence Therapeutics (SLN) prices $175M ADS sale at $13.50 per share
Rhea-AI Filing Summary
Silence Therapeutics plc entered into an underwriting agreement on August 11, 2026 to conduct an underwritten public offering of 12,962,963 American Depositary Shares (ADSs), each representing three ordinary shares. The ADSs are priced at $13.50 per ADS to the public, with underwriters purchasing at $12.69 per ADS, under an effective Form S-3 shelf registration and related S-3MEF filing.
The company granted underwriters a 30‑day option to buy up to an additional 1,944,444 ADSs. Gross proceeds are expected to be approximately $175 million, with estimated net proceeds of about $164.0 million, or $188.7 million if the option is fully exercised, in each case after underwriting discounts and estimated expenses. The offering is expected to close on or about August 13, 2026, subject to customary conditions. Jefferies, Morgan Stanley, Cantor and William Blair are acting as joint book‑running managers.
Positive
- None.
Negative
- None.
Filing Explained
The priced offering would add shares and dilute existing ownership if it closes; base proceeds remain expected, not yet received.
This Form 8-K records that the offering has been priced and documented in an underwriting agreement, while the sale remains pending closing. If it closes, the issuance of additional ADSs representing ordinary shares would increase the share count and reduce existing holders’ percentage ownership.
The additional 1,944,444 ADSs are an underwriter option rather than part of the base offering, so the approximately
At
The named unresolved milestone is the expected
Sources and calculations
- Silence Therapeutics plc Form 8-K and exhibits (2026-08-12)
- Form 8-K purpose (current)
- Dilution definition (current)
- Underwritten offering definition (current)
- Form S-3 purpose (current)
- Silence Therapeutics Q1 2026 fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $5,657,000 / ($15,603,000 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
short interfering RNA medical
Prospectus Regulation regulatory
mRNAi GOLD™ platform technical
FAQ
What is Silence Therapeutics (SLN) selling in this underwritten offering?
At what price is Silence Therapeutics (SLN) offering its ADSs?
How much capital could Silence Therapeutics (SLN) raise from this offering?
Does Silence Therapeutics (SLN) grant underwriters an over-allotment option?
When is the Silence Therapeutics (SLN) ADS offering expected to close?
Under what registration does Silence Therapeutics (SLN) conduct this ADS offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| * | Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 11, 2026, Silence Therapeutics plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters set forth therein (collectively, the “Underwriters”), to issue and sell 12,962,963 American Depositary Shares (the “ADSs”) of the Company, each representing three ordinary shares, nominal value £0.05 per share in the capital of the Company (the “Ordinary Shares”), in an underwritten public offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (File No. 333-295992) (the “Registration Statement”) and a related prospectus and prospectus supplement, as well as a related registration statement on Form S-3MEF, in each case filed with the Securities and Exchange Commission (the “SEC”). The offering price to the public is $13.50 per ADS. The Underwriters have agreed to purchase the ADSs from the Company pursuant to the Underwriting Agreement at a price of $12.69 per ADS. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days, up to an additional 1,944,444 ADSs. The Company estimates that the net proceeds from the Offering will be approximately $164.0 million, or approximately $188.7 million if the Underwriters exercise in full their option to purchase additional ADSs, in each case after deducting underwriting discounts and commissions and estimated offering expenses. The closing of the Offering is expected to occur on August 13, 2026, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 hereto and incorporated by reference herein.
A copy of the legal opinion and consent of Cooley (UK) LLP relating to the ADSs and the Ordinary Shares is filed herein as Exhibit 5.1.
| Item 8.01 | Other Events. |
On August 10, 2026, the Company issued a press release announcing that it had commenced the Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 11, 2026, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of hereof, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to the completion of the Offering on the anticipated terms, if at all, and the net proceeds of the Offering. These forward-looking statements are based on management’s current expectations and may differ materially from actual results due to a variety of factors including, without limitation, the factors that are described under the caption “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026, and its subsequent filings with the SEC. The forward-looking statements herein are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward looking statements, except as required by law.
| Item 9.01 | Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement by and among Silence Therapeutics plc and Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, dated August 11, 2026. | |
| 5.1 | Opinion of Cooley (UK) LLP | |
| 23.1 | Consent of Cooley (UK) LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release dated August 10, 2026 | |
| 99.2 | Press Release dated August 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILENCE THERAPEUTICS PLC | ||||||
| Date: August 12, 2026 | By: | /s/ Iain Ross | ||||
| Name: Iain Ross | ||||||
| Title: Interim Principal Executive Officer and Chairman of the Board of Directors | ||||||
| (Principal Executive Officer) | ||||||
Exhibit 99.1
Silence Therapeutics Announces Proposed Public Offering of $150 Million of American Depositary Shares
2026-08-10
LONDON—(BUSINESS WIRE)—Silence Therapeutics plc (“Silence” or the “Company”), a global clinical-stage biotechnology company developing novel short interfering RNA (“siRNA”) therapies, today announced that it has commenced an underwritten public offering of approximately $150 million of its American Depositary Shares (“ADSs”), each representing three ordinary shares of £0.05 each in the capital of the Company, in the United States. The proposed offering is a public offering registered under the U.S. Securities Act of 1933, as amended. In addition, Silence intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the total number of ADSs proposed to be sold in the proposed offering at the public offering price, less the underwriting discounts and commissions. All of the ADSs are being offered by Silence. The proposed offering is subject to market and other conditions.
Jefferies, Morgan Stanley, Cantor and William Blair are acting as joint book-running managers for the proposed offering.
The proposed offering is being made pursuant to a registration statement on Form S-3, including a base prospectus, that was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on May 18, 2026, and declared effective on May 27, 2026. The proposed offering is being made only by means of a prospectus supplement and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by email at Prospectus_Department@jefferies.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction.
For readers in the European Economic Area (“EEA”)
In any EEA member state (each, a “Relevant State”), this press release and any offering are only addressed to and directed at persons who are qualified investors (“Qualified Investors”) in that Relevant State within the meaning of the Prospectus Regulation. The term “Prospectus Regulation” means Regulation (EU) 2017/1129.
This press release must not be acted on or relied on in any EEA member state by persons who are not Qualified Investors. Any investment or investment activity to which this press release relates is available only to and will only be engaged with Qualified Investors in any EEA member state.
For readers in the United Kingdom
In the UK, this press release and any offering are only addressed to and directed at persons who are qualified investors (“UK Qualified Investors”) within the meaning of paragraph 15 of Part 2 of Schedule 1 of The Public Offers and Admissions to Trading Regulations 2024/105.
In the United Kingdom, this press release, in so far as it constitutes an invitation or inducement to enter into investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any offering are only addressed to and directed at UK Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the “Order”, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).
This press release must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to and will only be engaged with relevant persons in the United Kingdom. This press release does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of the FSMA or otherwise.
About Silence Therapeutics
Silence Therapeutics is a global clinical-stage biotechnology company committed to transforming people’s lives by silencing diseases through precision-engineered medicines created with proprietary siRNA (short interfering RNA) technology. Silence leverages its mRNAi GOLD™ platform to create innovative siRNA therapies designed to precisely target and silence genes that cause disease. The Company is advancing a growing pipeline of siRNA product candidates targeting areas of high unmet need across rare and common diseases where treatments are limited or inadequate.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical facts are “forward-looking statements.” These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not
limited to, statements concerning the anticipated public offering, expected proceeds from the proposed offering, and expected closing of the proposed offering. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the market conditions and the completion of the proposed public offering on the anticipated terms or at all. Other factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, filed with the SEC on March 5, 2026, and in other filings that the Company makes and will make with the SEC in the future. The Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20260810617219/en/
Inquiries:
Silence Therapeutics plc
Gem Hopkins, VP, Head of IR and Corporate Communications
+1 (646) 637-3208
ir@silence-therapeutics.com
Source: Silence Therapeutics plc
Exhibit 99.2
Silence Therapeutics Announces Pricing of Upsized $175 Million Underwritten Public Offering
August 11, 2026
LONDON, Silence Therapeutics plc (“Silence” or the “Company”), a global clinical-stage biotechnology company developing novel short interfering RNA (“siRNA”) therapies, today announced that it has priced its previously announced underwritten public offering of 12,962,963 American Depositary Shares (“ADSs”), each representing three ordinary shares of £0.05 each in the capital of the Company, in the United States at a public offering price of $13.50 per ADS. In addition, Silence has granted the underwriters a 30-day option to purchase up to an additional 1,944,444 ADSs at the public offering price, less the underwriting discounts and commissions. The gross proceeds from the offering are expected to be approximately $175 million, before deducting underwriting discounts and commissions and other offering expenses, excluding any exercise of the underwriters’ option to purchase additional ADSs. The offering is expected to close on or about August 13, 2026, subject to the satisfaction of customary closing conditions.
Jefferies, Morgan Stanley, Cantor and William Blair are acting as joint book-running managers for the proposed offering.
A shelf registration statement relating to the securities in the offering described above was filed with the U.S. Securities and Exchange Commission (“SEC”) on May 18, 2026, and declared effective by the SEC on May 27, 2026. The offering is being made by means of a prospectus supplement and the accompanying prospectus that form a part of the registration statement, as well as a related registration statement on Form S-3MEF. A preliminary prospectus supplement and the accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus supplement and the accompanying prospectus will be filed with the SEC. When available, copies of the final prospectus relating to the offering may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by email at Prospectus_Department@jefferies.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction.
For readers in the European Economic Area (“EEA”)
In any EEA member state (each, a “Relevant State”), this press release and any offering are only addressed to and directed at persons who are qualified investors (“Qualified Investors”) in that Relevant State within the meaning of the Prospectus Regulation. The term “Prospectus Regulation” means Regulation (EU) 2017/1129.
This press release must not be acted on or relied on in any EEA member state by persons who are not Qualified Investors. Any investment or investment activity to which this press release relates is available only to and will only be engaged with Qualified Investors in any EEA member state.
For readers in the United Kingdom
In the UK, this press release and any offering are only addressed to and directed at persons who are qualified investors (“UK Qualified Investors”) within the meaning of paragraph 15 of Part 2 of Schedule 1 of The Public Offers and Admissions to Trading Regulations 2024/105.
In the United Kingdom, this press release, in so far as it constitutes an invitation or inducement to enter into investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any offering are only addressed to and directed at UK Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the “Order”, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).
This press release must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to and will only be engaged with relevant persons in the United Kingdom. This press release does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of the FSMA or otherwise.
About Silence Therapeutics
Silence Therapeutics is a global clinical-stage biotechnology company committed to transforming people’s lives by silencing diseases through precision-engineered medicines created with proprietary siRNA (short interfering RNA) technology. Silence leverages its mRNAi GOLD™ platform to create innovative siRNA therapies designed to precisely target and silence genes that cause disease. The Company is advancing a growing pipeline of siRNA product candidates targeting areas of high unmet need across rare and common diseases where treatments are limited or inadequate.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical facts are “forward-looking statements.” These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar
expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements concerning the public offering, expected proceeds from the proposed offering, and expected closing of the proposed offering. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the market conditions and the completion of the proposed public offering on the anticipated terms or at all. Other factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, filed with the SEC on March 5, 2026, and in other filings that the Company makes and will make with the SEC in the future. The Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
Inquiries:
Silence Therapeutics plc
Gem Hopkins, VP, Head of IR and Corporate Communications
+1 (646) 637-3208
ir@silence-therapeutics.com