Silexion nine-month loss rises 17.3% to $8.82M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Silexion Therapeutics Corp (SLXN), a clinical-stage company with no product revenue, reported a net loss of $8.817 million for the nine months ended September 30, 2026, versus $7.500 million a year earlier. It initiated its Phase 2/3 SIL204 trial for locally advanced pancreatic cancer and dosed the first patient on September 30. The trial starts with an 18-patient safety run-in, followed by an approximately 166-patient randomized cohort.
Cash and cash equivalents were $4.760 million at September 30, while operating activities used $8.682 million over nine months. Third-quarter financing included $2.5 million gross from the August offering, approximately $837,000 gross from the September warrant inducement before fees and expenses, and $1.8 million of ATM sales net of fees and issuance costs. Equity was $2.968 million at September 30, above Nasdaq’s $2.5 million minimum; the hearings panel had not decided the company’s request to remain listed, and bid-price compliance remained incomplete.
Silexion effected a 1-for-24 reverse share split on November 10, 2026; split-adjusted trading began November 11. The company received Israeli and German regulatory approvals to begin the trial in the second quarter of 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter net loss fell to $2.533 million from $3.262 million.
- Moderate pointSeptember 30 equity was $2.968 million, above Nasdaq’s $2.5 million minimum.
Negative
- Major pointNasdaq cited a bid below $1.00 for 30 consecutive trading days.
- Moderate pointNine-month net loss rose 17.3% to $8.817 million.
Filing Explained
The November ATM sale issued fifteen thousand six hundred thirty shares.
Shareholders approved increasing authorized ordinary shares to 21,495,833 on October 26; this adds capacity for future equity issuance, not an issuance by itself, and any additional shares issued would dilute existing holders’ percentage ownership.
The Sponsor’s lawsuit challenges the note conversions and seeks cash payment of up to
The company filed its defense and a counterclaim for
After quarter-end, the company sold 15,630 shares through its ATM program for
Key Figures
Key Terms
RNA interference (RNAi) technical
siRNA therapy medical
current good manufacturing practice (cGMP) regulatory
at-the-market (ATM) facility financial
Inducement Offer financial
anti-dilutive effect financial
Stock Split
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did SLXN raise in third-quarter 2026 financings?
How much cash did SLXN have at September 30, 2026?
What is SLXN’s Phase 2/3 SIL204 trial studying?
Is SLXN’s Nasdaq listing appeal resolved?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
EXCHANGE ACT OF 1934
For the quarterly period ended
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No.
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices, including zip code)
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the 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 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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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
As of November 12, 2026,
SILEXION THERAPEUTICS CORP
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| CERTAIN TERMS | ii | |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iii | |
| PART I - FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Condensed Consolidated Balance Sheets (unaudited) | F-3 | |
| Condensed Consolidated Statements of Operations (unaudited) | F-5 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | F-6 | |
| Condensed Consolidated Statements of Cash Flows (unaudited) | F-8 | |
| Notes to the Condensed Consolidated Financial Statements (unaudited) | F-10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 21 |
| Item 4. | Control and Procedures | 21 |
| PART II - OTHER INFORMATION | 22 | |
| Item 1. | Legal Proceedings | 22 |
| Item 1A. | Risk Factors | 23 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 24 |
| Item 3. | Defaults Upon Senior Securities | 24 |
| Item 4. | Mine Safety Disclosures | 24 |
| Item 5. | Other Information | 24 |
| Item 6. | Exhibits | 25 |
| SIGNATURES | 26 | |
i
CERTAIN TERMS
Unless otherwise stated in this quarterly report on Form 10-Q (this “quarterly report” or “Form 10-Q”), references to:
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“we”, “us”, “our”, “the company”, “the Company”, “our company”, “Silexion”, or the “registrant” are to Silexion Therapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company, which is filing this quarterly report;
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“A&R Sponsor Promissory Note” are to the convertible promissory note in an original principal amount of $3.433 million that our company issued to the Moringa sponsor at the Closing of the Business Combination, in amendment and restatement of all promissory notes previously issued by Moringa to the sponsor for funds borrowed by Moringa from the sponsor between Moringa’s initial public offering in February 2021 and the Closing, of which the entire principal amount has been repaid via conversion by us into ordinary shares;
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“ATM” and “ATM Agreement” are to our at-the-market offering and the At The Market Offering Agreement, dated September 26, 2025, with H.C. Wainwright, as sales agent or principal, respectively, under which we may sell from time to time of up to $13.17 million of our ordinary shares;
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| ● | “Business Combination” are to the business combination transactions completed on August 15, 2024, whereby, among other things: (i) Moringa Acquisition Merger Sub Corp (a Cayman Islands exempted company and a wholly owned subsidiary of Silexion) (“Merger Sub 2”) merged with and into Moringa, with Moringa continuing as the surviving company and a wholly-owned subsidiary of Silexion; (ii) August M.S. Ltd. (an Israeli company and a wholly owned subsidiary of Silexion) (“Merger Sub 1”) merged with and into Silexion Israel, with Silexion Israel continuing as the surviving company and a wholly-owned subsidiary of Silexion; (iii) the security holders of each of Moringa and Silexion Israel exchanged their securities for securities of Silexion at alternate, set exchange rates; (iv) the ordinary shares, warrants and units of Moringa were delisted from the Nasdaq Capital Market and deregistered under the Exchange Act; and (v) the ordinary shares and warrants of Silexion issued in the Business Combination commenced trading on the Nasdaq Global Market; |
| ● | “Closing” are to the closing of the Business Combination, which occurred on August 15, 2024 (the “Closing Date”); |
| ● | “Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended; |
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“H.C. Wainwright” are to H.C. Wainwright & Co., LLC;
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“initial public offering” or “IPO” are to Moringa’s initial public offering of its Class A ordinary shares and warrants, which was consummated in two closings, on February 19, 2021 and March 3, 2021;
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| ● | “Moringa” are to Moringa Acquisition Corp, a Cayman Islands exempted company, which was the special purpose acquisition company with which we effected the Business Combination, and which became an inactive, wholly-owned subsidiary of ours upon the Closing of the Business Combination until its dissolution on June 30, 2026; |
| ● | “Moringa sponsor” or “sponsor” are to Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, which served as the sponsor of Moringa, and include, where applicable, its affiliates (including Moringa’s initial shareholder, Moringa Sponsor US L.P., a Delaware limited partnership, which is a wholly-owned subsidiary of Moringa sponsor, and Greenstar, L.P., a Cayman Islands exempted limited partnership which has the same general partner as Moringa Sponsor, LP); |
| ● | “ordinary shares” are to our ordinary shares, par value $3.24 per share; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the U.S. Securities Act of 1933, as amended; | |
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“Silexion Israel” are to Silexion Therapeutics Ltd., an Israeli company, which is a wholly-owned subsidiary of Silexion through which our operations are primarily conducted;
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| ● | “warrants” are to our warrants to purchase ordinary shares, consisting of (i) public warrants and private warrants issued pursuant to the Business Combination in exchange for corresponding warrants of Moringa, as well as (ii) warrants that we have issued and sold in public offering(s) and/or private placements (including induced warrant exercise transactions) subsequent to the Closing of the Business Combination; |
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“2025 annual report” refer to our annual report on Form 10-K for the year ended December 31, 2025, which we filed with the SEC on March 17, 2026, as amended by Amendment No. 1 thereto, filed with the SEC on May 19, 2026; and
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| ● | “$,” “US$” and “U.S. dollar” each refer to the United States dollar. |
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected or projected. All statements other than statements of historical fact included in this quarterly report, including statements in “Part I. Financial Information, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy, preclinical and clinical development plans, regulatory interactions and submissions, expected timing of clinical trial initiation and results, capital requirements, financing activities, and Nasdaq listing status and compliance, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “target,” “plan,” “project,” “could,” “should,” “may,” “might,” “will,” “would,” “potential,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain those identifying words. Forward-looking statements in this quarterly report may include, for example, statements about:
| • | our current and planned clinical studies and trials involving our product candidates (in particular, SIL204), including the conduct, enrollment, and anticipated results of the Phase 2/3 clinical trial of SIL204 in locally advanced pancreatic cancer, anticipated study designs, and the timing of related regulatory submissions and approvals; |
| • | our market opportunity and competitive position; |
| • | our strategy, future operations, financial position, projected costs, prospects and plans; |
| • | our future capital requirements and sources and uses of cash, including our ability to obtain additional capital, whether through sales under the ATM Agreement, other public offerings, private placements, warrant exercises or alternative financings under our shelf registration statement or otherwise; |
| • | our ability to maintain the listing of our ordinary shares and warrants on the Nasdaq Capital Market; |
| • | our ability to retain or recruit officers, key employees and directors and to effectively leverage third-party contract research organizations (CROs) and manufacturers; |
| • | the impact of the regulatory environment and complexities with compliance related to such environment; |
| • | expectations regarding future partnerships or other relationships with third parties; and |
| • | expectations regarding the duration for which we will remain an emerging growth company under the JOBS Act and/or a smaller reporting company under the Exchange Act. |
The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including, among others:
| • | our Phase 2/3 clinical trials of SIL204 in locally advanced pancreatic cancer may not yield favorable results; | |
| • | we are a development-stage company and have a limited operating history on which to assess our business; | |
| • | we have never generated any revenue from product sales and may never be profitable; |
| • | we will need to raise substantial additional funding, which may not be available on acceptable terms, or at all, and which would likely cause dilution to our shareholders; |
iii
| • | we may be unable to restore and/or maintain our compliance with the Nasdaq Listing Rules that are applicable to us and may be subject to the delisting of our ordinary shares and warrants; | |
| • | the approach we are taking to discover and develop novel RNAi therapeutics is unproven for oncology and may never lead to marketable products; |
| • | we do not have experience producing our product candidates at commercial levels, currently have no marketing and sales organization, have an uncertain market receptiveness to our product candidates, and are uncertain as to whether there will be insurance coverage and reimbursement for our potential products; |
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we may be unable to attract, develop and/or retain our key personnel or additional employees required for our development and future success;
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| • | we rely on third parties (including CROs and contract manufacturers) whose performance is largely beyond our control; | |
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we may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interest and may depress the market price of our ordinary shares, including upon exercise of the Series E, Series F and Series G ordinary warrants and placement agent warrants that we issued in the third quarter of 2026;
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| • | our financing activities may again deplete our available authorized ordinary shares, and our shareholders may not approve future increases to our authorized share capital that we require in order to raise additional funds and maintain our Nasdaq listing; and | |
| • | those additional factors described in “Part I, Item 1A. Risk Factors” of the 2025 annual report and “Part II, Item 1A. Risk Factors” of this quarterly report. |
For further information regarding those important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Part I, Item 1.A Risk Factors” of the 2025 annual report and “Part II, Item 1A. Risk Factors” of this quarterly report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.report. Except as expressly required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
iv
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Explanatory Note
Reverse Share Splits
Subsequent to the end of the three-month and nine-month periods covered by the financial statements included in this quarterly report, but prior to the filing of this quarterly report—on November 10, 2026—we effected a reverse share split of our authorized ordinary shares (both issued and outstanding, and unissued) at a ratio of 1-for-24, with a market effective date of November 11, 2026. During the nine-month period ended September 30, 2026 that is covered by the financial statements included in this quarterly report—on May 28, 2026—we effected a reverse share split of our authorized ordinary shares (both issued and outstanding, and unissued) at a ratio of 1-for-10, with a market effective date of May 29, 2026. Previously, during the three-month period ended September 30, 2025 covered by the comparative information in the financial statements in this quarterly report—on July 28, 2025—we effected a reverse share split of our authorized ordinary shares (both issued and outstanding, and unissued) at a ratio of 1-for-15, with a market effective date of July 29, 2025.
Unless specifically indicated otherwise, or the context requires otherwise (such as when describing historical increases in our authorized share capital or the details of reverse share splits), in this quarterly report, all quantities of shares, share equivalents (such as warrants and options to purchase ordinary shares, and restricted share units (RSUs) that may be settled for ordinary shares), and prices per share (trading prices, purchase prices, and exercise prices) have been adjusted (when related to a date or time period prior to the relevant reverse share split(s), on a retroactive basis) to reflect a reduced number of shares or share equivalents, and an increase in the price per share, which have resulted from those reverse share splits.
1
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
SILEXION THERAPEUTICS CORP
INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(Unaudited)
TABLE OF CONTENTS
| Page | |
| CONSOLIDATED FINANCIAL STATEMENTS: | |
| Condensed Consolidated Balance Sheets (unaudited) | F-3 - F-4 |
| Condensed Consolidated Statements of Operations (unaudited) | F-5 |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | F-6 - F-7 |
| Condensed Consolidated Statements of Cash Flows (unaudited) | F-8 - F-9 |
| Notes to Condensed Consolidated Financial Statements (unaudited) | F-10 - F-24 |
F - 2
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31 | |||||||
| 2026 | 2025 | |||||||
| U.S. dollars in thousands | ||||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Restricted cash | ||||||||
| Long-term deposit and other non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F - 3
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(except share data)
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| U.S. dollars in thousands | ||||||||
| Liabilities and shareholders’ equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | $ | ||||||
| Current maturities of operating lease liability | ||||||||
| Employee related obligations | ||||||||
| Other account payable | ||||||||
| Private warrants to purchase ordinary shares (including $* due to related party, as of September 30, 2026 and December 31, 2025) | * | * | ||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Long-term operating lease liability | ||||||||
| Related Party Promissory Note | ||||||||
| TOTAL NON-CURRENT LIABILITIES | $ | $ | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| SHAREHOLDERS' EQUITY: | ||||||||
| Ordinary shares ($ |
||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| TOTAL SHAREHOLDERS' EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | $ | ||||||
All share amounts, and par value per share, reflect a 1-for-10 reverse share split effected on May 28, 2026, and
a 1-for-24 reverse share split effected on November 10, 2026, as described in Notes 1(d) and 13
* Represents an amount less than $1 thousand
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F - 4
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(except share and per share data)
|
Nine months ended September 30 |
Three months ended September 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
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U.S. dollars in thousands |
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| OPERATING EXPENSES: | ||||||||||||||||
| Research and development (including $ |
$ | $ | $ | $ | ||||||||||||
| General and administrative (including $ |
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| TOTAL OPERATING EXPENSES | ||||||||||||||||
| OPERATING LOSS | ||||||||||||||||
| Financial expenses (income), net (including $( |
( |
) | ( |
) | ( |
) | ||||||||||
| LOSS BEFORE INCOME TAX | $ | $ | $ | $ | ||||||||||||
| INCOME TAX | * | * | ||||||||||||||
| NET LOSS | $ | $ | $ | $ | ||||||||||||
| LOSS PER SHARE, BASIC AND DILUTED | $ | $ | $ | $ | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE** | ||||||||||||||||
* Represents an amount less than $1 thousand
** All share and per share amounts, and par value, reflect (for periods preceding the relevant reverse share split, on a retroactive basis) 1-for-10 reverse share
split effected on May 28, 2026 and the 1-for-24 reverse share split effected on
November 10, 2026, as described in Notes 1(d) and 13
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F - 5
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except per share data)
| Ordinary shares | Additional paid-in Capital |
Accumulated deficit | Total shareholders’ equity | |||||||||||||||||
| Shares | Amount | |||||||||||||||||||
| BALANCE AT JANUARY 1, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| CHANGES DURING THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2025 (unaudited): | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon January 2025 and September 2025 public offerings, net of issuance costs and exercise of pre-funded warrants to ordinary shares (see Note 4(a)) | ||||||||||||||||||||
| Exercise of warrants upon January 2025 and September 2025 Offering (see Note 4(a)) | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon January 2025 and August 2025 Inducement Offer, net of issuance costs (see Note 4(a)) | ||||||||||||||||||||
| Share-based compensation | * | |||||||||||||||||||
| Conversion of Underwriters Promissory Note | * | |||||||||||||||||||
| Conversion of Related Party Promissory Note (see Note 5) | ||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| BALANCE AT JANUARY 1, 2026 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| CHANGES DURING THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2026 (unaudited): | ||||||||||||||||||||
| Issuance of Ordinary Shares under the At-the-Market Sales Agreement, net of issuance costs (see Note 6(a)) | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon May 2026 and September 2026 warrants inducement, net of issuance costs (see Note 4(b) and Note 4(d) | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon August 2026 public offering, net of issuance costs and exercise of pre-funded warrants to ordinary shares (see Note 4(c)) | ||||||||||||||||||||
| Conversion of Related Party Promissory Note (see Note 5) | ||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2026 | $ | $ | $ | ( |
) | $ | ||||||||||||||
All share and par value amounts reflect (when presented as of dates or for periods preceding the relevant reverse share split, on a retroactive basis) the 1-for-10 reverse share
split effected on May 28, 2026 and 1-for-24 reverse share split effected on November 10, 2026, as described in Notes 1(d) and 13).
* Represents an amount less than $1 thousand
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F - 6
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except per share data)
| Ordinary shares | Additional paid-in Capital |
Accumulated deficit | Total shareholders’ equity | |||||||||||||||||
| Shares | Amount | |||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| CHANGES DURING THE THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2025 (unaudited): | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon September 2025 public offering, net of issuance costs and exercise of pre-funded warrants to ordinary shares (see Note 4(a)) | ||||||||||||||||||||
| Exercise of warrants upon September 2025 Offering (see Note 4(a)) | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon August 2025 Inducement Offer, net of issuance costs (see Note 4(a)) | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Conversion of Related Party Promissory Note (see Note 5) | ||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| CHANGES DURING THE THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2026 (unaudited): | ||||||||||||||||||||
| Issuance of Ordinary Shares under the At-the-Market Sales Agreement, net of issuance costs (see Note 6(a)) | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon September 2026 warrants inducement, net of issuance costs (see Note 4(d)) | ||||||||||||||||||||
| Issuance of ordinary shares and warrants upon August 2026 public offering, net of issuance costs and exercise of pre-funded warrants to ordinary shares (see Note 4(c)) | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Conversion of Related Party Promissory Note (see Note 5) | ||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2026 | $ | $ | $ | ( |
) | $ | ||||||||||||||
All share and par value amounts reflect (when presented as of dates or for periods preceding the relevant reverse share split, on a retroactive basis) the 1-for-10 reverse share
split effected on May 28, 2026 and 1-for-24 reverse share split effected on November 10, 2026, as described in Notes 1(d) and 13.
* Represents an amount less than $1 thousand
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F - 7
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Nine months ended September 30, |
Three months ended September 30 |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
U.S. dollars in thousands |
U.S. dollars in thousands |
|||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Adjustments required to reconcile loss to net cash used in operating activities: | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Share-based compensation expenses | ||||||||||||||||
| Non-cash financial expenses | ( |
) | ( |
) | ( |
) | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Increase in prepaid expenses (current and noncurrent) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Decrease (increase) in other current assets | ( |
) | ||||||||||||||
| Increase in trade payable | ||||||||||||||||
| Net change in operating lease | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Increase (decrease) in employee related obligations | ( |
) | ( |
) | ||||||||||||
| Increase (decrease) in other account payable | ( |
) | ||||||||||||||
| Net cash used in operating activities | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
| Investment in long-term deposits | ( |
) | ||||||||||||||
| Purchase of property and equipment and other non-current assets | ( |
) | ( |
) | ( |
) | ||||||||||
| Net cash used in investing activities | ( |
) | ( |
) | ( |
) | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
| Issuance of Ordinary Shares under the At-the-Market Sales Agreement | ||||||||||||||||
| Payment and prepayment of issuance costs related to At-the-Market Sales Agreement | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Proceeds from issuance of ordinary shares upon January 2025, September 2025 and August 2026 public offerings | ||||||||||||||||
| Issuance costs related to public offerings | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Proceeds from January and September 2025 exercise of warrants | ||||||||||||||||
| Proceeds from issuance of ordinary shares upon January 2025, August 2025, May 2026 and September 2026 Inducement Offer | ||||||||||||||||
| Issuance costs related to warrants inducement transactions | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Payment of Underwriters Promissory Note | ( |
) | ||||||||||||||
| Net cash provided by financing activities | ||||||||||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ( |
) | ||||||||||||||
| EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ( |
) | ( |
) | ( |
) | ||||||||||
| BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||||||||||
| BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | 9,324 | $ | $ | |||||||||||
F - 8
SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Nine months ended September 30, |
Three months ended September 30 |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| U.S. dollars in thousands | U.S. dollars in thousands | |||||||||||||||
|
Appendix A – RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS: |
||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Restricted cash | ||||||||||||||||
| TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS | $ | $ | $ | $ | ||||||||||||
| Appendix B - SUPPLEMENTARY INFORMATION: | ||||||||||||||||
| SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | ||||||||||||||||
| Prepaid issuance expenses utilized, in respect of At-the-Market Sales Agreement | $ | $ | $ | $ | ||||||||||||
| Conversion of Underwriters Promissory Note to ordinary shares | $ | $ | ||||||||||||||
| Conversion of Related Party Promissory Note | $ | $ | $ | $ | ||||||||||||
| Accrued and unpaid issuance expenses in respect of public offering and warrants inducement transactions | $ | $ | $ | $ | ||||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||||||
| Interest paid | $ | $ | $ | $ | ||||||||||||
| Interest received | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F - 9
SILEXION THERAPEUTICS CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
(U.S. dollars in thousands)
NOTE 1 - GENERAL:
| a. | Introduction |
Silexion Therapeutics Corp (“Silexion” or the “Company”) is a clinical-stage biotechnology company developing, through its subsidiaries, RNA interference (RNAi) therapies for KRAS-driven cancers. Silexion’s approach targets a significant unmet medical need, as treatment innovation for KRAS-driven cancers has historically lagged despite KRAS being one of the most common oncogenic drivers across solid tumors. Silexion’s lead product candidate, SIL204, is a second-generation siRNA therapy, designed to silence mutant KRAS, using an integrated treatment approach that combines intratumoral and systemic administration.
The Company’s operations are primarily conducted through its wholly-owned subsidiary — Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (“Silexion Israel”), an Israeli limited company.
Silexion’s ordinary shares and warrants are traded on the Nasdaq Capital Market (after transfer from the Nasdaq Global Market) under the ticker symbols “SLXN” and “SLXNW”, respectively. Silexion became a publicly-held entity as a result of the closing, on August 15, 2024, of the transactions (the “Business Combination Transactions”) under an Amended and Restated Business Combination Agreement, dated April 3, 2024, to which Silexion and Silexion Israel were party with Moringa Acquisition Corp (“Moringa” or the “SPAC”), a Cayman Islands exempted company, which has since been dissolved.
| b. | Creation of New Subsidiary and Dissolution of Old Subsidiary |
On February 9, 2026, the Company purchased a German shelf company for immaterial consideration, which was subsequently renamed Silexion Therapeutics GmbH (“Silexion Germany”), to conduct the Company’s clinical trials in Germany. As of September 30, 2026, no substantial activity has commenced in Silexion Germany.
Effective on June 30, 2026, the Company completed the dissolution of its Moringa subsidiary, which had been inactive since the Closing of the Business Combination Transactions.
| c. | Israeli Wars Against Iran and Regional Terrorist Organizations |
Since October 2023, Israel has been engaged in a series of military conflicts (at times active and at times dormant) against Iran and its regional proxy terrorist groups. During the active conflict periods, the Israeli government has imposed restrictions on the opening of non-essential places of business and announced the recruitment of military reserves.
In October 2023, Israel was attacked by Hamas, a terrorist organization based in the Gaza Strip, and entered a state of war. Following those events, there were additional active hostilities between Israel and additional regional terrorist groups, including Hezbollah in Lebanon, and the Houthi movement, which controls parts of Yemen, as well as between Israel and Iran.
In response to ongoing Iranian aggression and support of proxy attacks against Israel, on June 12, 2025, Israel conducted a series of pre-emptive defensive air strikes in Iran targeting Iran’s nuclear program and military commanders. Iran responded with missile attacks on Israel. On June 24, 2025, a ceasefire was reached between Israel and Iran.
On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. That ceasefire has been mostly maintained since that time.
In late February 2026, Israel and the United States pre-emptively attacked Iran. As part of that conflict, Iran and Hezbollah launched missile attacks throughout Israel. In April 2026 and again in June 2026, temporary agreements were reached between the United States, on the one hand, and Iran, on the other hand, under which negotiations would continue to reach a permanent ceasefire. In June 2026, Israel and Lebanon reached a framework agreement brokered by the United States, for a phased process to end Israel’s conflict in Lebanon, providing for the eventual disarmament of Hezbollah in exchange for an Israeli troop withdrawal from parts of southern Lebanon. although Hezbollah has outright rejected the deal.
F - 10
NOTE 1 - GENERAL (continued):
As of the date of these financial statements, it is unclear whether, and for how long, any of the foregoing ceasefires will continue.
The Company’s employees and management personnel, and the sites at which the Company’s clinical trials for SIL204 have first been initiated, are located in Israel; however, other core activities including research and development, clinical, regulatory etc. are located outside of Israel. Throughout the periods of hostilities, the Company’s activities in Israel have been largely unaffected. On the other hand, travel restrictions imposed on the Company’s management during certain periods of the conflict adversely impacted the Company’s ability to raise funds to finance its activities during those periods. During the nine months ended September 30, 2026 and as of September 30, 2026, the impact of the hostilities on the Company’s overall results of operations and financial condition was immaterial.
The Company is unable to estimate the impact, if any, of future developments related to these conflicts on its financial position, results of operations, or cash flows. Such developments are outside the Company’s control and may impact the Company, its financial position, its ability to conduct financing activities, its results of operations, and its cash flows. The Company continues to monitor these developments in order to assess the potential effects of the potential resumption of these military conflicts on its activities.
| d. | Reverse Share Splits |
On May 28, 2026, the Company
effected a
On November 10, 2026,
the Company effected a
Unless otherwise indicated, all quantities of ordinary shares, all per share amounts, and all par value amounts, in these consolidated financial statements, for all periods in 2026 and 2025, have been retroactively adjusted to reflect these reverse share splits. Similarly, all prices per share data have been adjusted upwards to reflect the corresponding increases in the price per share that have resulted from this reverse share split.
| e. | Going concern |
Since its inception, the Company has devoted substantially all its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its development and clinical stage and has not yet generated revenues.
F - 11
NOTE 1 - GENERAL (continued):
The Company has incurred
losses of $
The Company expects to continue incurring losses, and negative cash flows from operations. Management is in the process of evaluating various financing alternatives, as the Company will need to finance future research and development activities, general and administrative expenses and working capital through fund raising. However, there is no assurance that the Company will be successful in obtaining such funding. In addition, the Company is exploring the use of mitigating actions such as postponing expenses that are not based on firm commitments.
Under these circumstances, in accordance with the requirements of Accounting Standards Codification (“ASC”) 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, as management believes its current funds will be sufficient to fund its operations for only several months from the date these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
| a. | Unaudited Condensed Financial Statements |
The accompanying condensed financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial statements and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2026, and the consolidated results of operations, statements of changes in shareholders’ equity and cash flows for the nine and three-month periods ended September 30, 2026 and 2025.
The consolidated results for the nine and three-month periods ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2026. The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.
| b. | Use of estimates |
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.
F - 12
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
| c. | Restricted cash |
As
of September 30, 2026 and December 31, 2025, the Company pledged amounts of $
The
Company is required to hold a minimum amount of NIS
| d. | Fair value measurement |
Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:
| Level 1: | Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. |
| Level 2: | Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities. |
| Level 3: | Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. |
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.
| e. | Concentration of credit risks |
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash and long-term deposits. The Company deposits cash and cash equivalents mostly with four low risk financial institutions. The Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments.
F - 13
NOTE 3 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:
Balance sheets:
| a. | Other accounts payable |
|
September 30 |
December 31 |
|||||||
| 2026 | 2025 | |||||||
| Accrued expenses | $ | $ | ||||||
| Income tax | ||||||||
| $ | $ | |||||||
Statement of operations:
| b. | Research and development expenses: |
| Nine months ended | Three months ended | |||||||||||||||
| September 30, | September 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| U.S. dollars in thousands | U.S. dollars in thousands | |||||||||||||||
| Payroll and related expenses | $ | $ | $ | |||||||||||||
| Share-based compensation expenses | ||||||||||||||||
| Subcontractors and consultants | ||||||||||||||||
| Rent and maintenance | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| c. | General and administrative expenses: |
| Payroll and related expenses | $ | $ | $ | $ | ||||||||||||
| Share-based compensation expenses | ||||||||||||||||
| Professional services | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Rent and maintenance | ||||||||||||||||
| Patent registration | ||||||||||||||||
| Travel expenses | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ |
| d. | Financial expense (income), net: |
| Change in fair value of financial liabilities measured at fair value | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
| Interest income, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Foreign currency exchange loss, net | ||||||||||||||||
| Other | ||||||||||||||||
| Total financial expense (income), net | $ | ( |
) | $ | ( |
) | $ | ( |
) |
NOTE 4 - WARRANTS TO PURCHASE ORDINARY SHARES:
| a. | Warrants Issued Throughout 2025 |
For a description of the pre-funded warrants, and ordinary warrants that the Company issued in its January 2025 and September 2025 public offerings, see Note 8(a) to the Company’s audited consolidated financial statements as of, and for the year ended, December 31, 2025. For a description of the ordinary warrants that the Company issued in its January 2025 and July/August 2025 induced warrant exercise transactions, see Note 8(b) to the Company’s audited consolidated financial statements as of, and for the year ended, December 31, 2025.
| b. | May 2026 Induced Warrant Exercise Transaction |
On May 15, 2026, the Company
entered into, and on May 18, 2026, the Company completed, an inducement offer letter agreement (the “May 2026 Inducement Offer”)
with holders of
F - 14
NOTE 4 - WARRANTS TO PURCHASE ORDINARY SHARES (continued):
The Company received aggregate
gross proceeds of approximately $
Upon exercise for cash
of any May 2026 New Warrants, in certain circumstances, the placement agent will receive from the Company a cash fee of
| c. | August 2026 Public Offering of Ordinary Shares and/or Pre-Funded Warrants, and Ordinary Warrants. |
On August 13, 2026, the
Company completed a public offering (the “August Offering”) of its securities. In the August Offering, the Company offered
and sold
The aggregate gross proceeds
to the Company from the August Offering were approximately $
The August Warrants were
immediately exercisable at an exercise price of $
As of September 30, 2026,
As compensation for the
placement agent’s role in the August Offering, the Company issued to it warrants to purchase up to
| d. | September 2026 Induced Warrant Exercise Transaction. |
On September 28, 2026,
the Company entered into, and on September 29, 2026, the Company completed, an inducement offer letter agreement (the “September
2026 Inducement Offer”) with holders of
F - 15
NOTE 4 - WARRANTS TO PURCHASE ORDINARY SHARES (continued):
The Company received aggregate
gross proceeds of approximately $
Upon exercise for cash
of any September 2026 New Warrants, in certain circumstances, the placement agent will receive from the Company a cash fee of
| e. | Summary of Outstanding warrants to purchase ordinary shares: |
Below is a summary of the Company's outstanding warrants to purchase ordinary shares as of September 30, 2026:
| Warrant Type | Exercise Price | Expiration date | Number of Ordinary Shares Issuable Upon Warrant Exercise | |||||||
| Ordinary Private Warrants | $ | |||||||||
| Ordinary Public Warrants | $ | |||||||||
| January 2025 Ordinary Warrants | $ | |||||||||
| January 2025 Placement Agent Warrants | $ | |||||||||
| January 2025 Inducement Ordinary Warrants | $ | |||||||||
| January 2025 Inducement Placement Agent Warrants | $ | |||||||||
| July/August 2025 Inducement Ordinary Warrants | $ | |||||||||
| July/August 2025 Inducement Placement Agent Warrants | $ | |||||||||
| September 2025 Ordinary Warrants - Series A | $ | |||||||||
| September 2025 Placement Agent Warrants | $ | |||||||||
| May 2026 Inducement Ordinary Warrants - Series C | $ | |||||||||
| May 2026 Inducement Ordinary Warrants - Series D | $ | |||||||||
| May 2026 Inducement Placement Agent Warrants | $ | |||||||||
| August 2026 Ordinary Warrants - Series E | $ | |||||||||
| August 2026 Placement Agent Warrants | $ | |||||||||
| September 2026 Inducement Ordinary Warrants - Series F | $ | |||||||||
| September 2026 Inducement Ordinary Warrants - Series G | $ | |||||||||
| September 2026 Inducement Placement Agent Warrants | $ | |||||||||
F - 16
NOTE 5 - PROMISSORY NOTE:
Effective as of the Closing
of the Business Combination Transactions, Silexion issued to Moringa Sponsor, L.P. (the “Sponsor”) in replacement in their
entirety of all previously existing promissory notes issued by Moringa to the Sponsor from its IPO until the Closing, an amended and restated
promissory note (the “Related Party Promissory Note”, and, together with the promissory note issued by Silexion to the underwriter
of Moringa’s initial public offering for amounts owed to that underwriter in connection with the Closing (the “Underwriters
Promissory Note”), the “Promissory Notes”) in an amount of $
On September 15, 2025, in connection with
the closing of its public offering, the Company converted $
During the nine-month period ended on September
30, 2026, the Company converted aggregate amounts of $
As of September 30, 2026, the principal amount of the Related Party Promissory Note had been completely repaid to the Sponsor.
For legal proceedings regarding the Related Party Promissory Note see Note 12.
| a. | Sales Under ATM |
On
September 26, 2025 the Company entered into an At-The-Market Offering Agreement (the “Sales Agreement”) with a sales agent.
In accordance with the terms of the Sales Agreement, the Company may offer and sell up to $
The sales agent will not sell ordinary shares unless instructed by the Company and will use commercially reasonable efforts to sell on the Company’s behalf all of the ordinary shares requested to be sold by the Company under the ATM facility, subject to the terms of the Sales Agreement.
The
sales agent will be entitled to cash compensation equal to
During
the nine-month period ended on September 30, 2026, the Company issued and sold
F - 17
NOTE 6 - SHAREHOLDERS’ EQUITY (continued):
| b. | Increase in Authorized Share Capital |
Upon
receipt of the approval of its shareholders at its extraordinary general meetings held (following adjournment) on May 5, 2026, July 20,
2026 and October 26, 2026, on those same days, the Company filed effective amendments to its memorandum of association with the Registrar
of Companies of the Cayman Islands. Upon those filings, the Company’s authorized share capital was increased: (i) in May 2026, from
$
The
foregoing numbers of authorized ordinary shares reflect the reverse share splits of
| a. | Overview of quarterly period |
The
Company's share-based compensation expenses amounted to a total of $
On
May 5, 2026, the Company’s extraordinary general meeting approved an increase to the number of ordinary shares added annually on
January 1 under the “evergreen” provision of Section 5(b)(i) of the 2024 Plan from (i)
All of the foregoing ordinary shares added to the pool under the 2024 Plan pursuant to the “evergreen” provision effective as of January 1, 2026 were allocated to grants to directors and employees during the nine-month period ended September 30, 2026.
F - 18
NOTE 7 - SHARE-BASED COMPENSATION (continued):
| b. | Summary of options grants and outstanding and exercisable options |
Below is a summary of the Company's share-based compensation activity and related information with respect to options granted to employees and non-employees during the nine-months period ended September 30, 2026:
| Number of options | Weighted-average exercise price (in U.S. dollars) |
Weighted- average remaining contractual term (in years) |
Aggregate intrinsic value |
|||||||||||||
| Outstanding at January 1, 2026 | - | |||||||||||||||
| Granted | - | |||||||||||||||
| Outstanding at September 30, 2026 | - | |||||||||||||||
| Exercisable at September 30, 2026 | - | |||||||||||||||
| Vested and expected to vest at September 30, 2026 | - | |||||||||||||||
In
February 2026 and 2025, Silexion’s board of directors granted
| c. | Summary of RSUs grants to employees and non-employees |
In
February 2025, Silexion’s board of directors approved granting
In
the nine months ended September 30, 2026, Silexion granted an aggregate of
| d. | Overall share-based compensation expense |
The share-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows:
|
Nine months ended September 30 |
Three months ended September 30 |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Research and development | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
F - 19
| a. | Financial instruments measured at fair value on a recurring basis |
The Company’s assets and liabilities that are measured at fair value as of September 30, 2026, and December 31, 2025, are classified in the tables below in one of the three categories described in “Note 2 – Fair value measurement”:
| September 30, 2026 | December 31, 2025 | |||||||||||||||
| Level 3 | Total | Level 3 | Total | |||||||||||||
| Financial Liabilities | ||||||||||||||||
| Private warrants to purchase ordinary shares | $ | * | $ | * | $ | * | $ | * | ||||||||
| Related Party Promissory Note | $ | $ | $ | $ | ||||||||||||
The following is a roll forward of the fair value of liabilities classified under Level 3:
|
Nine months ended September 30, 2026 |
Three months ended September 30, 2026 |
|||||||||||||||
| Promissory Notes | Private Warrants to ordinary shares | Promissory Notes | Private Warrants to ordinary shares | |||||||||||||
| Fair value at the beginning of the period | $ | $ | * | $ | $ | * | ||||||||||
| Change in fair value | ( |
) | (* | ) | ( |
) | (* | ) | ||||||||
| Conversion to equity | ( |
) | ( |
) | ||||||||||||
| Fair value at the end of the period | $ | $ | * | $ | $ | * | ||||||||||
* Represents an amount less than $1 thousand
|
Nine months ended September 30, 2025 |
Three months ended September 30, 2025 |
|||||||||||||||
| Promissory Notes | Private warrants to purchase ordinary shares | Promissory Notes | Private warrants to purchase ordinary shares | |||||||||||||
| Fair value at the beginning of the period | $ | $ | $ | $ | * | |||||||||||
| Change in fair value | ( |
) | ( |
) | (* | ) | ||||||||||
| Repayments | ( |
) | ||||||||||||||
| Conversion to equity | ( |
) | ( |
) | ||||||||||||
| Fair value at the end of the period | $ | $ | * | $ | $ | * | ||||||||||
Promissory Notes
In
measuring the fair value of the Company’s outstanding Promissory Notes in 2025, a discount rate of
| b. | Financial instruments not measured at fair value |
The carrying amounts of cash and cash equivalents, restricted cash, other assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of such instruments.
F - 20
The following table sets forth the computation of basic and diluted net loss per share attributable to holders of the Company’s ordinary shares for the periods presented (USD in thousands, except per share data):
|
Nine months ended September 30, |
Three months ended September 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted | ||||||||||||||||
| Net loss per share attributable to ordinary shareholders, basic and diluted | $ | $ | $ | $ | ||||||||||||
The following instruments were not included in the computation of diluted earnings per share because of their anti-dilutive effect:
For the periods ended on September 30, 2026 and September 30, 2025:
| - | Warrants to purchase ordinary shares (see also Note 4); |
| - | Share-based compensation; |
| - | Promissory Notes (see also Note 5). |
F - 21
NOTE 10 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES:
Transactions with related parties which are shareholders, executive officers and directors of the Company:
| a. | Transactions: |
|
Nine months ended September 30, |
Three months ended September 30 |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Share-based compensation included in research and development expenses | $ | $ | $ | $ | ||||||||||||
| Share-based compensation included in general and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Financial expenses (income), net | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
| b. | Balances: |
| September 30, 2026 | December 31, 2025 | |||||||
| Current liabilities - | ||||||||
|
Private warrants to purchase ordinary shares |
$ | * | $ | * | ||||
| September 30, 2026 | December 31, 2025 | |||||||
| Non-Current liabilities - | ||||||||
|
Related Party Promissory Note |
$ | $ | ||||||
NOTE 11 - SEGMENT INFORMATION:
The Company operates as a single operating segment in the development of RNA interference (RNAi) therapies for KRAS-driven cancers. The Company’s CODM is its Chief Executive Officer (CEO). The CODM reviews the Company’s performance on a consolidated basis. As such, the segment’s loss is the Company’s consolidated net loss and the segment’s assets are the Company’s consolidated assets.
The CODM uses the information primarily to evaluate the Company’s performance and allocate resources. This includes reviewing key financial metrics such as budget versus actual expenditures, tracking progress on research and development milestones, and assessing overall cash flow and liquidity to ensure the continuity of operations. This approach allows the CODM to monitor the Company's performance and make strategic adjustments as needed to support its operational and financial goals.
The CODM is also regularly provided with information on significant ordinary-course expenses, including the following expenses. The Company’s management does not segregate the Company’s business for internal reporting.
F - 22
NOTE 11 - SEGMENT INFORMATION (continued):
|
Nine months ended September 30 |
Three months ended September 30 |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Clinical trials and other payments to R&D-related service providers | $ | $ | $ | |||||||||||||
| R&D payroll and related expenses, other than share-based compensation | ||||||||||||||||
| R&D share-based compensation expenses | ||||||||||||||||
| G&A payroll and related expenses, other than share-based compensation | ||||||||||||||||
| G&A share-based compensation expenses | ||||||||||||||||
| Professional services | ||||||||||||||||
| Depreciation expenses | ||||||||||||||||
| Other segment expenses (*) | ||||||||||||||||
| Operating loss | ||||||||||||||||
| Interest income | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Interest expense | ||||||||||||||||
| Other financing expense (income), net | ( |
) | ( |
) | ||||||||||||
| Income taxes | ** | ** | ||||||||||||||
| Net loss | $ | $ | $ | |||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| Expenditures for segment assets | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
| Segment liabilities | $ | $ | $ | $ | ||||||||||||
| (*) | Other segment expenses include mainly general and administrative-related expenses, such as rent and maintenance expenses, travel and HR expenses. |
| (**) | Represents an amount less than $1 thousand |
F - 23
NOTE 12 - CONTINGENCIES:
Legal proceedings
On
June 22, 2026, the Sponsor, which is controlled by the Company’s former director, Ilan Levin (who had been removed from office as
a director by the board of directors in March 2026), filed a claim with the District Court of Tel Aviv against the Company, also naming
the Company’s Chairman and Chief Executive Officer, Ilan Hadar, and its Chief Financial Officer, Mirit Horenshtein Hadar, as defendants,
disputed the manner in which a portion of the Related Party Promissory Note was converted into ordinary shares and the validity of the
additional conversions that effected by the Company during the second quarter of 2026 under that note. The Sponsor is seeking payment
in cash of up to the
In
September 2026, the Company completed the conversion of the remaining outstanding balance of the Related Party Promissory Note into ordinary
shares, thereby fully extinguishing the Company's indebtedness to the Sponsor under the note. As a result, the entire principal amount
of $
The
Company’s position is that the allegations and claims are baseless and without merit and is confident that its conversion of the
Related Party Promissory Note into ordinary shares, made on several occasions, was carried out in strict compliance with both the substantive
and procedural requirements of the note, and refutes all of the Sponsor’s arguments to the contrary. The Company plans to defend
its actions vigorously. On October 25, 2026, the Company filed its statement of defense in the matter, and has further filed a counterclaim
against the Sponsor in the amount of
| a. | Increase in Authorized Share Capital. |
For a description of the increase to authorized share capital that occurred on October 26, 2026, please see Note 6(b) above.
| b. | Reverse Share Split |
For
a description of the
| c. | Sales Under ATM |
In
November 2026, the Company issued and sold an aggregate of
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introductory Note
The following discussion and analysis of our financial condition and results of operations (this “MD&A”) should be read in conjunction with the financial statements and the related notes included elsewhere in this quarterly report. Some of the information contained in this discussion and analysis or set forth in this quarterly report, including information with respect to our plans, objectives, expectations, projections, and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set out in “Part I— Item 1A. Risk Factors” in our 2025 annual report, our actual results could differ materially from the results described in or implied by these forward-looking statements. See also the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this quarterly report.
Unless the context otherwise requires, references to “Silexion,” the “Company,” “our company”, “we,” “us” and “our” in this MD&A generally refer to Silexion Therapeutics Corp, a Cayman Islands exempted company. For periods prior to the Business Combination, these terms refer to Silexion Israel, an Israeli company, through which our operations were conducted prior to the Business Combination.
Overview
Overview of Operations
We are a clinical-stage biotechnology company developing, through our subsidiaries, RNA interference (RNAi) therapies for cancers driven by mutations in the Kirsten rat sarcoma viral oncogene homolog (“KRAS”). Our approach targets a significant unmet medical need, as treatment innovation for KRAS-driven cancers has historically lagged despite KRAS being one of the most common oncogenic drivers across solid tumors. In pancreatic cancer, for example, approximately 92% of patients have this mutated oncogene. While multiple pharmaceutical companies are pursuing strategies to inhibit KRAS and thereby limit its downstream signaling, our approach is differentiated by targeting the root cause of oncogenic signaling; our lead product candidate, SIL204, is a second-generation siRNA therapy that is engineered to suppress the KRAS oncogene itself, preventing the production of the oncogenic protein. We utilize an integrated treatment approach that combines administering SIL204 both directly into the tumor and systemically via subcutaneous injection, in combination with standard-of-care chemotherapy. In a previous Phase 2 clinical trial with our first-generation siRNA, the combination of siRNA and standard-of-care chemotherapy demonstrated an overall survival benefit compared to standard-of-care chemotherapy alone. Building on preclinical advancements and regimen optimization, we believe SIL204 has the potential to further improve clinical outcomes.
During the third quarter of 2026, we initiated and successfully dosed the first patient in our Phase 2/3 clinical trial for SIL204 in locally advanced pancreatic cancer subjects, at the Tel Aviv Sourasky Medical Center (Ichilov) in Tel Aviv, Israel. The initiation of the clinical trial followed upon our receipt of formal regulatory approvals to initiate the trial for SIL204 in Israel and Germany from the Israeli Ministry of Health and Germany's Federal Institute for Drugs and Medical Devices, respectively, during the second quarter of 2026. The clinical trial is structured with an initial safety run-in cohort of 18 patients, followed by global expansion to enroll a randomized cohort of approximately 166 patients. Additional Israeli oncology centers, alongside leading academic medical institutions in Germany, are progressing through site activation and are expected to join the trial in the coming months. The supply of our SIL204 product candidate for the clinical trial has been manufactured via current good manufacturing practice (cGMP) by Catalent, Inc. at its facility in Limoges, France.
In addition to initiation and dosing of patients for our clinical trial for SIL204, during the third quarter of 2026 (September 2026), we reported positive preclinical findings from an ongoing translational study demonstrating that SIL204 utilizes naturally occurring circulating lipoproteins to achieve cellular internalization and dose-dependent knockdown of mutant KRAS oncogene expression in cancer cells, which supports the systemic administration of SIL204 in our clinical trial.
2
Overview of Financing Activities
As a clinical stage company, we have not realized any revenues to date, and have been solely reliant on external financing sources to fund our operations. Since the Closing of the Business Combination, that financing has consisted, in primary part, of public offerings and private financings, including both one-time transactions such as placement agent-led public offerings and induced warrant exercise transactions, and ongoing financing programs, such as sales of ordinary shares via a sales agent into the public market under the ATM Agreement.
During the third quarter of 2026, we successfully completed two financing transactions— a public offering in August 2026 that raised gross proceeds of $2.5 million, and an induced warrant exercise transaction in September 2026 that raised gross proceeds of approximately $0.84 million (before deducting placement agent fees and other offering expenses). We furthermore continued to finance our operations on an ongoing basis via our ATM program with H.C. Wainwright, under which we sold $1.8 million of ordinary shares during the third quarter of 2026 (net of sales agent fees and issuance costs).
Please see “Liquidity and Capital Resources” below in this MD&A for further detail regarding our financing activities.
Overview of Financial Condition
Since our inception, we have incurred significant operating losses. We expect to continue to incur significant expenses and operating losses for the foreseeable future. The net losses we incur may fluctuate significantly from quarter to quarter. Our expenses depend on many factors, including, among other matters: the timing and extent of spending for our clinical trials, regulatory applications, and any further development activities, in each case related to SIL204; the extent of our related research and development activities; our investments in potential additional pipeline products; and whether we retain additional personnel to expand our operations.
Our net losses were $2.5 million and $8.8 million for the three-month and nine-month periods ended September 30, 2026, respectively, and $11.9 million for the year ended December 31, 2025. As of September 30, 2026, we had an accumulated deficit of $64.0 million.
3
Our expenses will increase as and if we:
| • |
advance with our Phase 2/3 clinical trials seeking statistically significant results with respect to our SIL204 product candidate in locally advanced pancreatic cancer subjects in Israel and Germany;
| |
| • |
seek marketing approvals for SIL204 in various territories;
| |
| • |
apply for Orphan Drug Designation in both the U.S. and EU for SIL204;
| |
| • |
maintain, expand and protect our intellectual property portfolio;
| |
| • |
hire additional operational, clinical, quality control and scientific personnel;
| |
| • |
add additional product candidates to our pipeline;
| |
| • |
develop additional cancer indications for SIL204;
| |
| • |
add operational, financial and management information systems and personnel, including personnel to support our product development, and any future commercialization efforts; and
| |
| • | invest in research and development and regulatory approval efforts in order to utilize our technology as a broader platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics. |
Nasdaq Listing Compliance as Support for Financing Activities and Financial Condition
Our Nasdaq listing supports our ability to raise money via equity financings. Many potential investors or financing sources would be unwilling to consider an investment in our company on reasonable terms— or at all— if our ordinary shares and warrants were to be delisted from Nasdaq. Such a delisting would likely reduce the liquidity of our securities and increase volatility in our trading price.
Recent Nasdaq Listing Deficiencies, Delisting Notice, Hearing and Remedies
During the third quarter of 2026, we were notified by Nasdaq of our non-compliance with each of two requirements for continued listing on the Nasdaq Capital Market: (i) the minimum shareholders’ equity requirement of $2.5 million (based on our shareholders’ equity having been $44,000 as of June 30, 2026), and (ii) the minimum $1.00 bid price requirement (due to the closing bid price of our ordinary shares having been below $1.00 for 30 consecutive trading days prior to September 25, 2026). Neither Nasdaq notice had an immediate effect on the listing or trading of our ordinary shares or warrants. The shareholders’ equity deficiency led to our receipt of a delisting notice on August 18, 2026. We requested an appeal of the delisting determination before a Nasdaq hearings panel, for which a hearing was held on September 24, 2026. At the hearing, we requested certain periods of time to remedy both our then-current shareholders’ equity deficiency, as well as our then-impending minimum bid price deficiency, and presented plans as to how we intended to do so, and to maintain compliance with those requirements going forward.
As of the date of the filing of this quarterly report, we have not yet received a decision from the Nasdaq hearings panel as to our request to remain listed on Nasdaq. Our August 2026 public offering and September 2026 warrant inducement transaction, as well as sales under our ATM program during the third quarter of 2026 (each described below under “Liquidity and Capital Resources”) enabled us to raise our shareholders’ equity to $3.0 million, above the $2.5 million minimum. Furthermore, our 1-for-24 reverse share split, effected on November 10, 2026, is expected to assist us in restoring compliance with the $1.00 minimum bid price requirement for our ordinary shares for the requisite consecutive 10-trading day period, which may occur by the close of trading on November 24, 2026.
While we believe we are on the way towards remedying all Nasdaq listing deficiencies, we must complete the process of remedying the minimum bid price deficiency, and we must furthermore continue to maintain compliance with all listing requirements proceeding forward. There can be no assurance that the Nasdaq panel will rule in our favor and enable us to remain listed on the Nasdaq Capital Market, or, even if it does rule favorably, that we will be able to maintain compliance with any and all applicable Nasdaq Capital Market listing standards.
4
Authorized Share Capital Increases as Support for Financing Activities and Financial Condition
Our above-described financing activities, financial condition and Nasdaq listing compliance are dependent on (among other factors) an ample supply of authorized share capital, which has sometimes been depleted due to a combination of frequent financing transactions and declines in the price of our ordinary shares (the latter of which necessitates the issuance of a greater number of shares to successfully complete the former). We actively replenished our reserve of ordinary shares twice during the nine-month period ended September 30, 2026, and have done so once again in October 2026 (prior to the filing of this quarterly report). Under Cayman law and our amended and restated articles of association, our increases in authorized share capital have required the approval of our shareholders to effective amendments to our memorandum of association. At extraordinary general meetings originally held on April 28, 2026, July 13, 2026 and October 19, 2026, which were reconvened on May 5, 2026, July 20, 2026 and October 26, 2026, respectively (the “May 2026 extraordinary general meeting”, “July 2026 extraordinary general meeting”, and “October 2026 extraordinary general meeting”, respectively), our shareholders approved increases to our authorized share capital.
The approval at the May 2026 extraordinary general meeting resulted in an increase in our authorized share capital by 208,334 ordinary shares (or fifty million ordinary shares, prior to adjustment for subsequent reverse share splits), from $121,500, divided into 37,500 ordinary shares (or 9,000,000 ordinary shares, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits) with a par value of $3.24 each (or par value of $0.0135 each, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits) to $796,500, divided into 245,834 ordinary shares (or 59,000,000 ordinary shares, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits) with a par value of $3.24 each (or par value of $0.0135 each, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits).
The approval at the July 2026 extraordinary general meeting resulted in a further increase in our authorized share capital by 416,666 ordinary shares (or 10 million ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split), from $796,500, divided into 245,834 ordinary shares (or 5,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split), to $2,146,500, divided into 662,500 ordinary shares (or 15,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split).
The most recent increase, approved at our October 2026 extraordinary general meeting, raised our authorized share capital by 20,833,333 ordinary shares (or 500 million ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split), from $2,146,500, divided into 662,500 ordinary shares (or 15,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split) to $69,646,500, divided into 21,495,833 ordinary shares (or 515,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split).
These increases have provided us with additional capacity to issue equity securities pursuant to financing transactions and other equity-enhancing arrangements, including our May 2026 induced warrant exercise transaction, our August 2026 public offering, our September 2026 induced warrant exercise transaction, and our ongoing sales of ordinary shares under the ATM program, which gained traction beginning in May 2026. The increased authorized share capital has also enabled us to convert all remaining outstanding amounts under the A&R Sponsor Promissory Note in connection with the foregoing equity financing transactions, and that promissory note was retired by us on or about September 30, 2026.
5
In particular, the increase of 20,833,333 ordinary shares (or 500 million ordinary shares, prior to our 1-for-24 reverse share split) to our authorized share capital approved at the October 2026 extraordinary general meeting is expected to enable us to complete further important financing transactions. Among other potential financing sources facilitated by that increase is the exercise of the Series F ordinary warrants, Series G ordinary warrants and placement agent warrants that we issued in our September 2026 induced warrant exercise transaction, as that exercise was conditioned on our shareholders having approved the October 2026 increase in our authorized share capital.
Reverse Share Splits as Support for Financing Activities and Financial Condition
In addition to increases to our authorized share capital, we have employed reverse share splits as support for our ability to finance our operations and maintain compliance with Nasdaq listing requirements. Our most recent reverse share splits— 1-for-24, effective on November 10, 2026, 1-for-10, effective on May 28, 2026, and 1-for-15 on July 28, 2025— have remedied and/or proactively prevented Nasdaq minimum bid price deficiencies while also enhancing the attractiveness of our ordinary shares to a larger pool of potential investors. As with the increases to our authorized share capital, the reverse share splits have required, under Cayman Islands law and our articles of association, the approval of our shareholders (and, subsequently, implementation by our board of directors). As a result of our most recent (1-for-24) reverse share split on November 10, 2026, the closing price of our ordinary shares is expected to increase significantly, and our authorized share capital (increased by 20,833,333 shares, or 500 million shares pre-reverse share split) upon approval by our shareholders at our October 2026 extraordinary general meeting) currently stands at US$69,646,500, divided into 21,495,833 ordinary shares of a par value of US$3.24 each.
Following this most recent, 1-for-24, reverse share split, our ordinary shares began trading on a reverse split-adjusted basis on the Nasdaq Capital Market under the existing ticker symbol “SLXN” at the market open on November 11, 2026. As a result of the reverse share split, the number of our authorized ordinary shares was reduced, and the par value per ordinary share was increased, by a factor of 24 (from $0.135 to $3.24 per share), and proportionate adjustments were made to the number of ordinary shares issuable upon exercise, and the exercise prices, of all of our outstanding warrants (including our publicly traded warrants listed under the ticker symbol “SLXNW”), options, RSUs and other equity awards. Following the reverse share split, if our share price were to close below $1.00 for 30 consecutive trading days during the one-year period following that reverse share split, we would again be subject to immediate delisting proceedings, subject to our ability to appeal any delisting determination to a Nasdaq hearings panel.
Components of our Results of Operations
Operating Expenses
Research and Development Expenses
Research and development expenses include costs directly attributable to the conduct of research and development programs, and consist primarily of the cost of payroll and related expenses, payroll taxes and other employee benefits including share-based compensation related to employees, subcontractors costs, preclinical and clinical trials costs and consulting fees.
We expect to continue to invest in research and development to develop SIL204, including, subject to our financial capacity, hiring additional employees and continuing the research and development of that product candidate. As a result, we expect that our research and development expenses will continue to increase in the future.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel costs, including share-based compensation related to directors and employees, patent application fees, office space rental costs, and maintenance expenses, external professional service costs, including legal, accounting, audit, insurance, human resource services, travel expenses and other consulting fees.
6
Our general and administrative expenses have increased, and we expect that— subject to our financial capacity— they will continue to increase in the future, as we fund our continued research and development activities, primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company, including costs to comply with the rules and regulations applicable to public companies, such as costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and Nasdaq listing standards, investor relations, insurance and professional services.
Financial expenses, net
Finance expenses consist primarily of changes in fair value of financial liabilities measured at fair value, interest expenses (income), and exchange rate differences expenses.
Results of Operations
We are providing within this section a discussion and analysis of our historical statement of operations data in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our financial statements included elsewhere in this quarterly report, as well as the financial data and related discussion and analysis contained in this MD&A, relate to our financial condition and results of operations as of, and for the three-month and nine-month periods ended, September 30, 2026, as compared to the corresponding information as of, and for the three-month and nine-month periods ended, September 30, 2025.
Comparison of nine-month periods ended September 30, 2026 and 2025
The following table summarizes our results of operations for the nine-month periods ended September 30, 2026 and 2025:
|
Nine-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Operating expenses: | ||||||||
| Research and development | $ | 4,868 | $ | 3,765 | ||||
| General and administrative | 4,245 | 3,461 | ||||||
| Total operating expenses | 9,113 | 7,226 | ||||||
| Operating loss | 9,113 | 7,226 | ||||||
| Financial expenses (income), net | (296 | ) | 271 | |||||
| Loss before income tax | 8,817 | 7,497 | ||||||
| Income tax | * | 3 | ||||||
| Net loss | $ | 8,817 | $ | 7,500 | ||||
* Represents an amount less than $1
Research and Development Expenses
The following table summarizes our research and development expenses for the nine-month periods ended September 30, 2026 and 2025:
|
Nine-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Payroll and related expenses | $ | 1,155 | $ | 1,312 | ||||
| Share-based compensation expenses | 230 | - | ||||||
| Subcontractors and consultants | 3,260 | 2,236 | ||||||
| Rent and maintenance | 165 | 149 | ||||||
| Other | 58 | 68 | ||||||
| Total research and development expenses | $ | 4,868 | $ | 3,765 | ||||
7
Research and development expenses increased by approximately $1.1 million, or 28.9%, to $4.9 million for the nine-month period ended September 30, 2026, compared to $3.8 million for the nine-month period ended September 30, 2025. The increase resulted mainly from an increase in subcontractors and consultants expenses in an aggregate amount of $1.0 million, reflecting our operational ramp-up and preparations required to support our Phase 2/3 clinical trial for SIL204, in which the first patient was dosed on September 30, 2026. These expenses primarily arose from toxicology studies costs, product development costs, GMP manufacturing costs of our product candidate, regulatory approval expenses and contract research organization (“CRO”) setup costs.
General and Administrative Expenses
The following table summarizes our general and administrative expenses for the nine-month periods ended September 30, 2026 and 2025:
|
Nine-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Payroll and related expenses | $ | 1,002 | $ | 1,126 | ||||
| Share-based compensation expenses | 328 | 96 | ||||||
| Professional service | 2,470 | 1,658 | ||||||
| Depreciation | 7 | 11 | ||||||
| Rent and maintenance | 124 | 132 | ||||||
| Patent registration | 11 | 51 | ||||||
| Travel expenses | 74 | 143 | ||||||
| Other | 229 | 244 | ||||||
| Total general and administrative expenses | $ | 4,245 | $ | 3,461 | ||||
General and administrative expenses increased by approximately $0.7 million, or 20%, to $4.2 million for the nine-month period ended September 30, 2026, compared to $3.5 million for the nine-month period ended September 30, 2025. The increase resulted mainly from an increase in professional services costs in an amount of $0.8 million, primarily related to legal, consultants, and other expenses associated with the costs of operating as a public company.
Financial expenses, net
Financial expenses (income), net decreased by approximately $0.6 million, to $(0.3) million of financial income for the nine-month period ended September 30, 2026, compared to $0.3 million of financial expenses for the nine-month period ended September 30, 2025. The decrease was mainly due to the revaluation of financial instruments (mainly promissory notes).
Net loss
Net loss increased by approximately $1.3 million, or 17.3%, to $8.8 million for the nine-month period ended September 30, 2026, compared to $7.5 million for the nine-month period ended September 30, 2025. The increase was primarily due to an increase in our research and development expenses and general and administrative expenses, partly offset by a decrease in financial expenses, net, due to the revaluation of financial instruments.
8
Comparison of three-month periods ended September 30, 2026 and 2025
The following table summarizes our results of operations for the three-month periods ended September 30, 2026 and 2025:
|
Three-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Operating expenses: | ||||||||
| Research and development | $ | 1,286 | $ | 2,157 | ||||
| General and administrative | 1,398 | 1,135 | ||||||
| Total operating expenses | 2,684 | 3,292 | ||||||
| Operating loss | 2,684 | 3,292 | ||||||
| Financial income, net | (151 | ) | (30 | ) | ||||
| Loss before income tax | 2,533 | 3,262 | ||||||
| Income tax | * | - | ||||||
| Net loss | $ | 2,533 | $ | 3,262 | ||||
* Represents an amount less than $1
Research and Development Expenses
The following table summarizes our research and development expenses for the three-month periods ended September 30, 2026 and 2025:
|
Three-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Payroll and related expenses | $ | 381 | $ | 458 | ||||
| Subcontractors and consultants | 831 | 1,638 | ||||||
| Rent and maintenance | 59 | 54 | ||||||
| Other | 15 | 7 | ||||||
| Total research and development expenses | $ | 1,286 | $ | 2,157 | ||||
Research and development expenses decreased by approximately $0.9 million, or 40.9%, to $1.3 million for the three-month period ended September 30, 2026, compared to $2.2 million for the three-month period ended September 30, 2025. The decrease primarily resulted from a decrease in subcontractors and consultants expenses in an aggregate amount of $0.8 million attributable to costs incurred for the production of a non-GMP API batch in the third quarter of 2025, with no corresponding costs incurred in the third quarter of 2026. Expenses in the current period primarily related to initiation for our Phase 2/3 clinical trial for SIL204, in which the first patient was dosed on September 30, 2026.
General and Administrative Expenses
The following table summarizes our general and administrative expenses for the three-month periods ended September 30, 2026 and 2025:
|
Three-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Payroll and related expenses | $ | 341 | $ | 387 | ||||
| Share-based compensation expenses | 16 | 38 | ||||||
| Professional service | 899 | 547 | ||||||
| Depreciation | 2 | 4 | ||||||
| Rent and maintenance | 30 | 47 | ||||||
| Patent registration | 1 | - | ||||||
| Travel expenses | 37 | 52 | ||||||
| Other | 72 | 60 | ||||||
| Total general and administrative expenses | $ | 1,398 | $ | 1,135 | ||||
9
General and administrative expenses increased by approximately $0.3 million, or 27.3%, to $1.4 million for the three-month period ended September 30, 2026, compared to $1.1 million for the three-month period ended September 30, 2025. The increase primarily resulted from in professional services costs in an amount of $0.4 million, primarily related to legal, consultants, and other expenses associated with the costs of operating as a public company.
Financial income, net
Financial income, net increased by approximately $0.2 million, to $(0.2) million for the three-month period ended September 30, 2026, compared to less than $0.1 million of financial income, net, for the three-month period ended September 30, 2025. The increase was mainly due to the revaluation of financial instruments (mainly promissory note).
Net loss
Net loss decreased by approximately $0.8 million, or 24.2%, to $2.5 million for the three-month period ended September 30, 2026, compared to $3.3 million for the three-month period ended September 30, 2025. The decrease was primarily due to a decrease in our research and development expenses.
Liquidity and Capital Resources
Overview
Our capital requirements depend on many factors, including the scale and pace at which our Phase 2/3 clinical trials with respect to SIL204 proceed, and the timing and extent of spending to support any and all of the following: further development of SIL204 (if and as necessary); further research and development efforts; investments in potential additional pipeline products; and (to the extent our financial resources enable) increased overall compensation as we continue to hire additional personnel. For the nine months and three months ended September 30, 2026, we had net losses of $8.8 million and $2.5 million, respectively. As of September 30, 2026, our cash and cash equivalents totaled $4.8 million.
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To date, our principal sources of liquidity have evolved together with our progression as a company. As a private company, we (i.e., Silexion Israel) raised proceeds from private offerings of our ordinary shares and convertible preferred shares, grants from the Israeli Innovation Authority, issuance of convertible financing agreements (CFA), and SAFE financings. Upon the Closing of the Business Combination, we raised $2.0 million from a PIPE in which Greenstar, LP, an affiliate of the Moringa sponsor, purchased Moringa ordinary shares that converted automatically into Silexion ordinary shares, and we put into place an ELOC, under which we raised an aggregate of $3.1 million (all of which was raised during the year ended December 31, 2024). Following the Closing, as a public company with ordinary shares and warrants registered under the Exchange Act and trading on Nasdaq, we have obtained financings in various manners, primarily the following, which are described in greater detail below:
| • | registered public offerings of ordinary shares and pre-funded warrants, along with ordinary warrants, in January 2025, September 2025 and August 2026 (as described below under “Public Offerings via H.C. Wainwright”); | |
| • | induced warrant exercise transactions, which were completed in January 2025, August 2025, May 2026, and September 2026 (as described below under “Induced Warrant Exercise Transactions”); | |
| • | additional warrant exercises, such as in connection with the January 2025 and September 2025 public offerings, when investors exercised following the closing of those offerings ordinary warrants and Series B ordinary warrants issued in those respective offerings, yielding $0.9 million and $1.78 million of gross proceeds, respectively; and | |
| • |
ongoing financings via the ATM Agreement, under which we have raised approximately $0.08 million, $1.9 million, and $1.8 million during the first, second and third quarters of 2026, respectively (net of fees and issuance costs), and an additional $0.05 million (net of fees and issuance costs) following the end of the third quarter of 2026 up until the filing date of this quarterly report. |
We furthermore anticipate additional ongoing financings via the ATM pursuant to the ATM Agreement with H.C. Wainwright, which provides for the potential sale of up to $13.17 million of our ordinary shares under our shelf registration statement on Form S-3, of which approximately $9.2 million remains available for future sales of ordinary shares as of the filing date of this quarterly report.
Based on our current business plan, we believe our current cash and cash equivalents, and anticipated cash flow from operations, will not be sufficient to meet our anticipated cash requirements for the next 12 months but rather only for several months, from the filing date of this quarterly report, under our current business plan. We will need to raise additional capital to finance our operations, expand our business and pipeline, maintain our compliance with the Nasdaq shareholders’ equity requirement, or for other reasons.
Assumption Regarding Going Concern
Note 1(e) to our unaudited consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 included in this quarterly report and Note 1(g) to our audited consolidated financial statements for the year ended December 31, 2025 included in the 2025 annual report describe the substantial doubt about our ability to continue as a going concern as of those respective dates. Additionally, in its report accompanying our audited consolidated financial statements included in the 2025 annual report, our independent registered public accounting firm included an explanatory paragraph stating that our recurring losses from operations and our cash outflows from operating activities raise substantial doubt as to our ability to continue as a going concern. That means that our management and independent registered public accounting firm have expressed substantial doubt about our ability to continue our operations without an additional infusion of capital from external sources. Our unaudited consolidated financial statements included herein have been prepared on a going concern basis and do not include any adjustments that may be necessary should we be unable to continue as a going concern. If we are unable to finance our operations, our business would be in jeopardy and we might not be able to continue operations and might have to liquidate our assets. In that case, investors might receive less than the value at which those assets are carried on our consolidated balance sheets as of September 30, 2026, and it is likely that investors would lose part or all of their investment in our company.
Contractual Obligations; Off-Balance sheet Arrangements
We have lease obligations and other contractual obligations and commitments as part of our ordinary course of business. See “Note 5- Leases” and “Note 7- Commitments and Contingent Liabilities” to our consolidated financial statements for the year ended December 31, 2025 included in our 2025 annual report for information about our lease obligations.
We have received IIA royalty-bearing grants— totaling approximately $5.8 million as of September 30, 2026. We are committed to pay royalties to the IIA on those grants. Please see “Liquidity and Capital Resources— Government Grants” above for more information regarding our obligations with respect to those grants.
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements involving commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, cash requirements or capital resources.
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Public Offerings via H.C. Wainwright
On January 15, 2025 and January 17, 2025, on September 11, 2025 and September 12, 2025, and on August 11, 2026 and August 13, 2026, we priced and closed, respectively, registered public offerings in which we offered and sold, on a best efforts basis, ordinary shares, pre-funded warrants and ordinary warrants, with H.C. Wainwright as the sole placement agent (the “January 2025 Offering,” “September 2025 Offering” and “August 2026 Offering,” collectively, the “HCW Offerings”).
| • | in the January 2025 Offering, (i) 596 ordinary shares, (ii) 433 pre-funded warrants to purchase up to 433 ordinary shares and (iii) 1,029 ordinary warrants to purchase up to 1,029 ordinary shares, at purchase prices of $4,860.0 per ordinary share and accompanying ordinary warrant, and $4,860.0 per pre-funded warrant and accompanying ordinary warrant; |
| • | in the September 2025 Offering, (i) 5,801 ordinary shares, (ii) 449 pre-funded warrants to purchase up to 449 ordinary shares, (iii) 6,250 Series A ordinary warrants, each to purchase one ordinary share, and (iv) 6,250 Series B ordinary warrants, each to purchase one ordinary share (the Series A ordinary warrants and Series B ordinary warrants are collectively referred to as “ordinary warrants”), at a purchase price of $960.0 per share and accompanying two ordinary warrants, and $959.8 per pre-funded warrant and accompanying two ordinary warrants; |
| • | in the August 2026 Offering, (i) 84,526 ordinary shares, (ii) 75,731 pre-funded warrants to purchase up to 75,731 ordinary shares and (iii) 160,257 Series E ordinary warrants to purchase up to 160,257 ordinary shares, at purchase prices of $15.6 per ordinary share and accompanying Series E ordinary warrant, and $15.6 per pre-funded warrant and accompanying Series E ordinary warrant; |
Aggregate gross proceeds from the January 2025 Offering, September 2025 Offering and August 2026 Offering (without taking into account any proceeds from any future exercises of warrants) were approximately $5.0 million, $6.0 million, and $2.5 million, respectively.
The pre-funded warrants from the HCW Offerings were immediately exercisable at exercise prices of $0.36, $0.024, and $0.0024 per ordinary share, for the January 2025 Offering, September 2025 Offering, and August 2026 Offering, respectively, and did not expire until exercised in full. The ordinary warrants from the January 2025 Offering, September 2025 Offering and August 2026 Offering had exercise prices of $4,860, $960 and $15.6 per underlying ordinary share, respectively, and were immediately exercisable. The ordinary warrants from the January 2025 Offering, Series A ordinary warrants from the September 2025 Offering, and Series E ordinary warrants from the August 2026 Offering could be exercised for five years from issuance, while the Series B ordinary warrants from the September 2025 Offering could be exercised for a period of 12 months from issuance.
Holders of the pre-funded and ordinary warrants do not have the right to exercise any portion of the warrants if the holder (together with parties whose beneficial ownership of ordinary shares would be aggregated with the holder’s) would beneficially own ordinary shares in excess of 4.99% (or, at the election of the holder, 9.99%) of the outstanding ordinary shares following exercise.
Certain investors in the HCW Offerings entered into definitive securities purchase agreements with us, under which we agreed to abide by certain customary standstill restrictions for periods of 60 days following the closing of those offerings (in the case of the August 2026 Offering, a period of 30 days only). In addition, subject to limited exceptions, the agreements provided that for a period of one year following the closing of the respective HCW Offerings, we will not effect or enter into an agreement to effect a “variable rate transaction”, as defined in the agreements.
In accordance with our engagement agreement with H.C. Wainwright, we paid to H.C. Wainwright aggregate cash placement agent fees equal to 7.0% of the gross proceeds received by us in the HCW Offerings, as well as management fees equal to 1.0% of the gross proceeds raised in the HCW Offerings. We also reimbursed H.C. Wainwright for certain of its expenses in connection with the offerings. Pursuant to the engagement agreement, we also issued to H.C. Wainwright (or its designees) 72, 438 and 11,218 placement agent warrants to purchase up to 72, 438 and 11,218 ordinary shares, respectively, in the three HCW Offerings, representing 7.0% of the sum of the shares and pre-funded warrants sold in the offerings. Those placement agent warrants have exercise prices of $6,075.1, $1,200 and $19.5, respectively, per ordinary share (representing 125% of the public offering price per ordinary share and accompanying ordinary warrant(s) in the respective offerings), are exercisable for five years from the date of the commencement of sales in the HCW Offerings, and otherwise reflect substantially the same terms as the ordinary warrants sold in the HCW Offerings.
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The net proceeds to us from the HCW Offerings were approximately $4.25 million, $5.2 million and $2.1 million, before deducting estimated offering expenses payable by us. We have used and will continue to use the proceeds from the HCW Offerings to advance our pre-clinical and clinical studies, and for general corporate purposes. As described below under “Induced Warrant Exercise Transactions”, in connection with our September 2026 induced warrant exercise transaction, holders exercised 134,039 of the Series E ordinary warrants issued in the August 2026 Offering, and we reduced the exercise price of all remaining outstanding Series E ordinary warrants to $6.25 per share.
Induced Warrant Exercise Transactions
On January 29, 2025, July 31, 2025, May 15, 2026, and September 28, 2026, we entered into inducement offer letter agreements with holders of 617, 634, 8,313 and 134,039, respectively, of our existing ordinary warrants. Those warrants had been issued in the January 2025 Offering, the January 2025 induced warrant exercise transaction, the July 31/August 1, 2025 induced warrant exercise transaction, the September 2025 Offering and (in the case of the September 2026 transaction) the August 2026 Offering. Under the warrant inducement offer letter agreements, on January 30, 2025, August 1, 2025, May 18, 2026, and September 29, 2026, the holders exercised those warrants for cash and purchased 617, 634, 8,313 and 134,039 ordinary shares, respectively, at cash exercise prices of $4,860, $2,776.8, $120 and $6.25 (reduced from $15.60) per share, respectively, and in consideration of our issuance to them of new ordinary warrants to purchase up to an aggregate of 617, 1,268, 16,626 and 268,078 ordinary shares, respectively, at exercise prices of $5,400, $2,716.8, $120 and $6.25, respectively, per share. The new ordinary warrants issued in the September 2026 transaction consist of 134,039 Series F ordinary warrants and 134,039 Series G ordinary warrants. In the January 2025 induced warrant exercise transaction, the exercising holders also paid us an additional $451.2 per new ordinary warrant issued to them. We received aggregate gross proceeds of approximately $3.3 million, $1.8 million, $1.0 million and $0.84 million from the exercise of the existing warrants by the holders in January 2025, August 2025, May 2026 and September 2026, respectively, before deducting placement agent fees and other offering expenses payable by us. In connection with the September 2026 transaction, we also reduced the exercise price of all other outstanding Series E ordinary warrants issued in the August 2026 Offering (i.e., which were not exercised in the induced warrant exercise transaction) to $6.25 per share.
We engaged H.C. Wainwright to act as our exclusive placement agent in connection with the transactions contemplated by the inducement letters and paid H.C. Wainwright cash fees equal to 7.0% of the aggregate gross proceeds received from the holders’ exercise of their existing ordinary warrants, as well as management fees equal to 1.0% of the gross proceeds from the exercise of those warrants. We also issued to H.C. Wainwright or its designees placement agent warrants to purchase up to 43, 44, 582, and 9,383 ordinary shares, respectively (representing 7.0% of the existing ordinary warrants that were exercised in the respective transactions), which have the same terms as the new warrants issued in the transactions, except that the placement agent warrants have exercise prices equal to $6,637.7, $3,471.0, $150, and $7.81 per share, respectively (125% of (i) the sum of the exercise price of the existing warrants exercised, and the additional $451.2 paid per new ordinary warrant, in the January 2025 transaction, (ii) the $2,776.8 exercise price of the existing warrants exercised, in the August 2025 transaction, (iii) the $120 exercise price of the existing warrants exercised, in the May 2026 transaction, and (iv) the $6.25 reduced exercise price of the existing warrants exercised, in the September 2026 transaction).
Similar to the new ordinary warrants issued to investors in these transactions, the placement agent warrants became exercisable either immediately from the date of issuance (in the case of the January 2025 warrant exercise transactions), upon approval by our shareholders of an increase in our authorized share capital, which occurred on August 19, 2025 and October 26, 2026 at our reconvened extraordinary general meetings held on those dates (in the case of the August 2025 and September 2026 induced warrant exercise transactions, respectively), or upon approval by our shareholders of the exercisability of the new ordinary warrants and placement agent warrants, which occurred on July 20, 2026 at our reconvened extraordinary general meeting (in the case of the May 2026 induced warrant exercise transaction). All new warrants and placement agent warrants issued in these transactions remain exercisable until the 24-month anniversary of the effective date of the resale registration statements filed to cover the resale of shares underlying the new warrants and placement agent warrants (except for (i) the new ordinary warrants issued in the May 2026 induced warrant exercise transaction, of which 8,521 warrants, along with all placement agent warrants, have an exercise period of five years and 8,105 warrants have an exercise period of 24 months, and (ii) the Series F ordinary warrants and placement agent warrants issued in the September 2026 induced warrant exercise transaction, which have an exercise period of five years (whereas the Series G ordinary warrants issued in that transaction have an exercise period of 24 months), in each case, from the later of the initial exercise date and the effective date of the resale registration statement). We also paid certain fees and expenses in connection with the induced warrant exercise transactions.
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Upon exercise for cash of any new warrants issued to investors in the transactions, in certain circumstances, we will (i) pay to H.C. Wainwright a cash fee of 7.0% of the aggregate gross exercise price, and a cash management fee of 1.0% of the aggregate gross exercise price, and (ii) issue to H.C. Wainwright warrants representing 7.0% of the ordinary shares issued to the investors upon such cash exercise of the new warrants.
We have been using the net proceeds from these transactions for general corporate purposes, R&D activities, and (in the case of the May 2026 induced warrant exercise transaction) to support our Phase 2/3 clinical trial for SIL204 that was initiated in July 2026 and in which the first patient was dosed on September 30, 2026.
Other Warrant Exercises
In addition to induced warrant exercise transactions, we have also raised funds via additional exercises of ordinary warrants. On January 30, 2025, in connection with the closing of the January 2025 Offering, investors exercised an aggregate of 178 ordinary warrants issued in that offering and we issued 178 underlying ordinary shares. The gross proceeds to our company from those warrant exercises was $0.9 million. On September 12, 2025, in connection with the closing of the September 2025 Offering, investors exercised an aggregate of 1,854 Series B ordinary warrants issued in that offering and we issued 1,854 underlying ordinary shares. The gross proceeds to our company from those warrant exercises was $1.78 million.
At-The-Market Offering Program
We have been raising additional capital on an ongoing basis under our ATM program. On September 26, 2025, we entered into the ATM Agreement with H.C. Wainwright, as sales agent or principal, providing for the offer and sale from time to time of up to $13.17 million of our ordinary shares under the ATM, which ATM offering was registered under our shelf registration statement on Form S-3. No sales were made under the ATM Agreement during the third or fourth quarters of 2025, in part due to (i) customary standstill restrictions on subsequent offerings imposed upon us in connection with our September 2025 public offering, and (ii) low trading volumes for our ordinary shares, which made our use of the ATM impractical. During the third, second and first quarters of 2026, we raised approximately $1.8 million, $1.9 million and $0.08 million (net of sales agent fees and issuance costs), respectively, in the aggregate, from the sale of 186,472 ordinary shares, 18,486 ordinary shares and 267 ordinary shares, respectively, under the ATM, reflecting average sales prices per share of $10.18, $107.42 and $321.67, respectively, during those periods. Subsequent to the end of the third quarter of 2026 (up until the date of this quarterly report), we have furthermore raised an additional $0.05 million (net of sales agent fees), in the aggregate, from the sale of 15,630 ordinary shares under the ATM, reflecting an average sales price per share of $3.2. As of the date of this quarterly report, approximately $9.1 million remains available for future sales of ordinary shares by us under the ATM program, subject to the availability of authorized share capital.
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Issuance of, Conversions Under, and Retirement of, A&R Sponsor Promissory Note
Effective as of the Closing, we issued to the Moringa sponsor, and the Moringa sponsor accepted, in amendment and restatement, and replacement, in their entirety, of all existing promissory notes issued by Moringa to the Moringa sponsor from Moringa’s initial public offering until the Closing (and as to which the obligations of Moringa were assigned to Silexion upon the Closing), the A&R Sponsor Promissory Note in an amount of $3.433 million, which reflected the total amount owed by Moringa to the sponsor through the Closing Date. The maturity date of the A&R Sponsor Promissory Note was the 30-month anniversary of the Closing Date (i.e., February 15, 2027).
Amounts outstanding under the A&R Sponsor Promissory Note were to be repaid (unless otherwise decided by us) only by way of conversion into ordinary shares in accordance with the terms set forth in the form of A&R Sponsor Promissory Note. Each of Silexion and the Moringa sponsor could also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conducted equity financings following the Closing, subject to a minimum conversion amount of $100,000, in an amount of ordinary shares constituting up to thirty percent (30%) of the number of ordinary shares issued and sold by us in such equity financing. The sponsor could also elect to convert amounts of principal outstanding under the note into ordinary shares at any time following the 24-month anniversary of the date of the Closing, subject to a minimum conversion of $10,000, at a price per share equal to the volume weighted average price of the ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date.
On September 15, 2025, in connection with the September 2025 Offering, we converted $1.8 million of principal outstanding under the A&R Sponsor Promissory Note into 1,875 ordinary shares that we issued to the Moringa sponsor. During the second and third quarters ended June 30 and September 30, 2026, we converted additional aggregate amounts of approximately $0.6 million and $1.04 million of the outstanding principal under the A&R Sponsor Promissory Note into 6,388 and 73,127 ordinary shares, respectively, that we issued to the Moringa sponsor, which conversions were effected in connection with the May 2026 and September 2026 induced warrant exercise transactions, the August 2026 Offering, and sales of ordinary shares under our ATM program. As a result of those conversions, the entire original principal amount of the A&R Sponsor Promissory Note has been converted into ordinary shares, and no amounts remain outstanding thereunder, as of September 30, 2026.
Under the amended and restated registration rights and lock-up agreement to which we are party with the Moringa sponsor and certain other shareholders, we are required to register for resale all ordinary shares issued to the Moringa sponsor upon conversion of amounts under the A&R Sponsor Promissory Note. We have fulfilled that obligation in its entirety, having registered the resale of 3,853, 18,609, and 58,928 ordinary shares (which numbers of shares are expressed on a post-reverse share split basis) under our registration statements on Form S-3 filed with the SEC on October 31, 2025, June 18, 2026 and October 28, 2026 (SEC file numbers 333-291210, 333-296739, and 333-299675, respectively), which became effective on November 20, 2025, June 18, 2026, and November 9, 2026, respectively. Those shares constitute, in the aggregate, all shares issued to the Moringa sponsor upon conversion of the entirety of the principal amount of the A&R Sponsor Promissory Note.
The Moringa sponsor (which is controlled by our former director, Ilan Levin) notified us that it disputed the conversions into ordinary shares under the terms of the A&R Sponsor Promissory Note and filed a claim against us demanding repayment of the note in full, or alternative repayment of the portions of the note that we purported to convert, totaling lower amounts, plus alleged damages and legal expenses. We believe that the claim is without merit and we are confident the conversions were carried out in strict compliance with the substantive and procedural requirements of the note, reject any claim to the contrary, and have filed our statement of defense as well as a counter-claim against the Moringa sponsor in respect of damages that we have sustained as a result of the sponsor’s actions against us in its attempt to accelerate the maturity of the note in order to avoid its conversion. Please see “Part II- Other Information, Item 1- Legal Proceedings” in this quarterly report for more information.
Settlement of Amounts Due Under Marketing Agreement with EarlyBird
Prior to the Closing of the Business Combination, Moringa reached agreement with EarlyBirdCapital, Inc., the representative of the underwriters of Moringa’s initial public offering (“EarlyBird” or “EBC”) on the reduction, to $1.6 million, in the aggregate, of the fee payable to EBC under the Business Combination Marketing Agreement, dated February 16, 2021, entered into by Moringa with EarlyBird in connection with Moringa’s initial public offering (the “Marketing Agreement”). Pursuant to the final invoice provided by EBC under the Marketing Agreement, at the Closing, Moringa paid $350,000 of cash to EBC from Moringa’s trust account (in which remaining proceeds from Moringa’s IPO had been maintained), and we issued to EBC a convertible note (the “EarlyBird Convertible Note”), which was a convertible promissory note, due December 31, 2025, in an amount of $1.25 million to be paid by us to EBC in cash and/or via conversion of outstanding amounts into ordinary shares.
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The EarlyBird Convertible Note bore interest at a rate of 6% per annum and by its terms was to mature on December 31, 2025. Through January 31, 2025, we made aggregate payments of $407,556 to EBC in respect of some of the amounts due from us under the EarlyBird Convertible Note as a result of amounts raised by us under the ELOC and the January 2025 Offering.
On March 13, 2025, we entered into a letter agreement with EBC, pursuant to which we paid to EBC an additional amount of $400,000 (plus $15,000 for EBC’s legal expenses) (the “Settlement Prepayment Amount”) and EBC agreed to the partial conversion and retirement of all remaining amounts due under the EarlyBird Convertible Note. Under that letter agreement, EBC agreed that the $880,202 principal and interest amount outstanding under the note as of the date of the letter agreement (the “Outstanding Amount”) would be retired in consideration of: (i) our payment in cash of the Settlement Prepayment Amount; (ii) EBC’s conversion of a certain amount of the principal and interest due under the EarlyBird Convertible Note (the “Conversion Amount”) via the issuance by us to EBC of 77 ordinary shares (the “EBC Settlement Shares”), which Conversion Amount would equal the net proceeds to be received by EBC from the sale of the EBC Settlement Shares; and (iii) the payment in cash by us to EBC of any remaining amount due under the EarlyBird Convertible Note after deducting the Settlement Prepayment Amount and the Conversion Amount from the Outstanding Amount (the “Remaining Amount”). The resale by EBC of the EBC Settlement Shares was registered under our effective registration statement on Form S-1 (SEC file number 333-282556) as required by the EarlyBird Convertible Note.
On March 17, 2025, EBC sold all 77 EBC Settlement Shares under the foregoing Form S-1 registration statement for a Conversion Amount of $344,204, and on March 18, 2025, we paid the Remaining Amount of $135,998 that was due to EBC, resulting in the retirement of the EarlyBird Convertible Note on March 18, 2025.
Government Grants
Our research and development efforts have been financed, in part, through royalty-bearing grants from the Israeli Innovation Authority (the “IIA”). As of September 30, 2026, we had received IIA royalty-bearing grants totaling approximately $5.8 million, all of which was received prior to the Closing of the Business Combination.
We are committed to pay royalties to the IIA at a rate of approximately 3.0% to 5.0% of the sales of all of our product candidates and other related revenues generated from such projects, that were developed, in whole or in part, using the IIA royalty-bearing grants we received under IIA programs up to the total amount of royalty-bearing grants received, linked to the U.S. dollar and bearing annual interest at rates prescribed by the IIA’s rules and guidelines.
We may in the future apply to receive additional grants from the IIA. However, we cannot predict whether we will be entitled to any future grants, or the amounts of any such grants.
Under the Israeli Innovation Law, research and development programs that meet specified criteria and are approved by a committee of the IIA are eligible for grants. A company that receives a royalty-bearing grant from the IIA is typically required to pay royalties to the IIA on income generated from products incorporating IIA-funded know-how (including income derived from services associated with such products and from IIA-funded know-how), up to 100% of the U.S. dollar-linked royalty-bearing grant amount plus interest.
The obligation to pay royalties is contingent on actual income generated from such products and services. In the absence of such income, no payment of royalties is required.
As of September 30, 2026, the total royalty amount that may be payable by our company is approximately $5.8 million ($6.8 million, including interest).
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Cash Flows
Cash flows for the nine-month periods ended September 30, 2026 and 2025
The following table summarizes our cash flows for the nine-month periods ended September 30, 2026 and 2025:
|
Nine-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | $ | 6,075 | $ | 1,270 | ||||
| Net cash used in operating activities | (8,682 | ) | (7,803 | ) | ||||
| Net cash used in investing activities | (43 | ) | (7 | ) | ||||
| Net cash provided by financing activities | 7,522 | 15,861 | ||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | $ | (1,203 | ) | $ | 8,051 | |||
| Translation adjustments on cash and cash equivalents and restricted cash | (23 | ) | 3 | |||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 4,849 | $ | 9,324 | ||||
Cash Used in Operating Activities
Net cash used in operating activities increased by approximately $0.9 million, or 11.5%, to $8.7 million for the nine-month period ended September 30, 2026, compared to $7.8 million for the nine-month period ended September 30, 2025. This increase reflecting the Company’s operational ramp-up and preparations required to support our Phase 2/3 clinical trial for SIL204, in which the first patient was dosed on September 30, 2026.
Cash Provided by Financing Activities
Net cash provided by financing activities decreased by approximately $8.4 million, or 52.8%, to approximately $7.5 million for the nine-month period ended September 30, 2026, compared to $15.9 million for the nine-month period ended September 30, 2025. This decrease was mainly due to our having raised aggregate net cash proceeds of approximately $7.5 million, primarily consisting of (i) $3.8 million (net of sales agent fees and issuance costs) of cash under the ATM, (ii) $2.1 million (net of issuance costs) in the August 2026 Offering, and (iii) $0.8 million and $0.7 million (net of issuance costs) from the May 2026 and September 2026 induced warrant exercise transactions, respectively, in the nine-month period ended September 30, 2026, as described above under “At-The-Market Offering Program”, “Public Offerings via H.C. Wainwright”, and “Induced Warrant Exercise Transactions”, respectively, in this “Liquidity and Capital Resources” section, compared to net cash provided by financing activities of approximately $15.9 million in the nine-month period ended September 30, 2025, primarily consisting of (i) $9.6 million (net of issuance costs) in the January 2025 Offering and September 2025 Offering, (ii) $2.6 million from the exercise of warrants in connection with those offerings, and (iii) $4.3 million (net of issuance costs) from the January 2025 and August 2025 induced warrant exercise transactions, as described above under “Public Offerings via H.C. Wainwright”, “Other Warrant Exercises” and “Induced Warrant Exercise Transactions”, respectively, in this “Liquidity and Capital Resources” section, offset in part by $0.7 million of cash payments that we made under the EarlyBird Convertible Note, in the nine-month period ended September 30, 2025.
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Cash flows for the three-month periods ended September 30, 2026 and 2025
The following table summarizes our cash flows for the three-month periods ended September 30, 2026 and 2025:
|
Three-month period ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| (U.S. dollars, in thousands) | ||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | $ | 2,320 | $ | 3,544 | ||||
| Net cash used in operating activities | (2,111 | ) | (2,843 | ) | ||||
| Net cash used in investing activities | (42 | ) | - | |||||
| Net cash provided by financing activities | 4,699 | 8,624 | ||||||
| Net increase in cash and cash equivalents and restricted cash | $ | 2,546 | $ | 5,781 | ||||
| Translation adjustments on cash and cash equivalents and restricted cash | (17 | ) | (1 | ) | ||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 4,849 | $ | 9,324 | ||||
Cash Used in Operating Activities
Net cash used in operating activities decreased by approximately $0.7 million, or 25.0%, to $2.1 million for the three-month period ended September 30, 2026, compared to approximately $2.8 million for the three-month period ended September 30, 2025. This decrease was primarily attributable to corresponding increase in accounts payable and accrued liabilities related to our clinical trial activities mutually agreed with our major suppliers.
Cash Provided by Financing Activities
Net cash provided by financing activities decreased by approximately $3.9 million, or 45.3%, to approximately $4.7 million for the three-month period ended September 30, 2026, compared to $8.6 million for the three-month period ended September 30, 2025. This decrease was mainly due to our having raised aggregate net cash proceeds of approximately $4.7 million, primarily consisting of (i) approximately $2.1 million (net of issuance costs) in the August 2026 Offering, (ii) approximately $0.7 million (net of issuance costs) from the September 2026 induced warrant exercise transaction, and (iii) approximately $1.8 million (net of sales agent fees and issuance costs) under the ATM during the three-month period ended September 30, 2026, compared to aggregate net cash proceeds of approximately $8.6 million, primarily consisting of (i) $5.3 million from the September 2025 Offering, (ii) $1.8 million from the exercise of warrants, and (iii) $1.5 million from the August 2025 induced warrant exercise transaction during the three-month period ended September 30, 2025. Please see “At-The-Market Offering Program”, “Induced Warrant Exercise Transactions”, “Other Warrant Exercises”, and “Public Offerings via H.C. Wainwright” in this “Liquidity and Capital Resources” section for a description of those financing transactions.
Funding Requirements
We expect to devote substantial financial resources to our ongoing and planned activities, particularly further development of SIL204 as we conduct our current and future clinical trials.
Conducting clinical trials, identifying additional potential product candidates and engaging in pre-clinical testing with respect to those additional potential product candidates, are time-consuming, expensive, and uncertain processes that take years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales (either for SIL204 or any other additional potential product candidate). In addition, our product candidates, if approved, may not achieve commercial success. For additional information, please refer to “Part I, Item 1A. Risk Factors” in our 2025 annual report, including “Risks Related to Our Financial Condition and Capital Requirements—We have never generated any revenue from product sales and may never be profitable” and “Risks Related to the Research and Development of Silexion’s Product Candidates— We are heavily dependent on the success of our product candidates...”.
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We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our clinical trials for SIL204. In addition, if we obtain marketing approval for SIL204 in any indication or for any other product candidate we are developing or may develop in the future, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing, and distribution. Furthermore, following the Closing of the Business Combination, we have been incurring, and expect to continue to incur, additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding.
Our future capital requirements will depend on many factors, including:
| • | materials costs; |
| • | regulatory pathway; and |
| • | human clinical trial costs. |
As of September 30, 2026, we had cash and cash equivalents of $4.8 million. Based on our current cash balance, as well as our history of operating losses and negative cash flows from operations, combined with our anticipated use of cash to, among other things, (i) fund the clinical development of SIL204, (ii) identify and develop new product candidates, and (iii) seek approval for SIL204 and any other product candidates we may develop, our management has concluded that we do not have sufficient cash to fund our operations for 12 months from the issuance date of our consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 included in this quarterly report, but rather, for only several months from the filing date of this quarterly report, under our current business plan, as a result, there is substantial doubt about our ability to continue as a going concern.
In making this determination, applicable accounting standards prohibited us from considering the potential mitigating effect of plans that have not been fully implemented as of the date of our consolidated financial statements for the three-month and nine-month periods ended September 30, 2026, including, without limitation, plans to raise additional capital. Our financial information throughout this quarterly report, and our financial statements for the three-month and nine-month periods ended September 30, 2026 contained herein, have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. This financial information and our consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 do not include any adjustments that might result from the outcome of this uncertainty.
We have based these estimates and expectations on assumptions that may prove to be wrong, and our operating plan may change as a result of many factors currently unknown to us. We could not, as of the September 30, 2026 balance sheet date of the unaudited financial statements for the three-month and nine-month periods ended September 30, 2026, determine the exact level of funds that will be available to us upon potential equity financings. Our expected use of funds represents our intentions based upon our current plans and business condition, which could change in the future as our plans and business condition evolve and the level of funding available to us becomes clearer. In addition, changing circumstances could cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more than currently expected because of circumstances beyond our control. As a result, we could deplete our capital resources sooner than we currently expect. In addition, because the successful development of SIL204 and any studies or other product candidates that we may pursue is highly uncertain, at this time we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the development of any such product candidate.
Until such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination of public and private equity offerings, including registered public offerings similar to the HCW Offerings completed in January 2025, September 2025, and August 2026, induced warrant exercise transactions similar to those completed in late January 2025, early August 2025, May 2026 and September 2026, ordinary-course sales of ordinary shares into the market pursuant to the ATM, strategic alliances, collaborations, and marketing, distribution, or licensing arrangements. However, adequate additional financing may not be available to us on acceptable terms, or at all, and the availability of such financing may be impacted by the economic climate and market conditions, as well as by the availability of authorized share capital.
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Reliance on public offerings, warrant exercise inducement transactions, the ATM, or other similar types of equity financing as a source of ongoing funding for our operations have in the past involved, and could again in the future involve, significant issuances of ordinary shares by us that could cause the following impacts (among others):
| • | significant dilution to the equity interests of our current shareholders; |
| • | a deemed change of control of our company due to the issuance of a substantial number of ordinary shares, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in a change in the officers and directors of our company relative to our current officers and directors, to the extent any shareholders build up significant beneficial ownership from ordinary shares issued pursuant to public offerings, warrant exercises, or the ATM; |
| • | delaying or preventing a change of control of our company by diluting the share ownership or voting rights of a person seeking to obtain control; and |
| • | an adverse effect on prevailing market prices for our ordinary shares or warrants. |
Critical Accounting Policies and Estimates
For a description of our significant accounting policies, see Note 2 to our consolidated financial statements for the year ended December 31, 2025 included in the 2025 annual report and Note 2 to our unaudited condensed consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 included in this quarterly report.
The preparation of our unaudited condensed consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 and our consolidated financial statements for the year ended December 31, 2025 in conformity with U.S. GAAP required our management to make estimates and assumptions in certain circumstances that affect the amounts reported in the accompanying unaudited condensed consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 and the consolidated financial statements for the year ended December 31, 2025, and in related footnotes. Actual results may differ from these estimates. We base our judgments on our experience and on various assumptions that we believe to be reasonable under the circumstances.
Of our policies, the following are considered critical to an understanding of our unaudited condensed consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 and consolidated financial statements for the year ended December 31, 2025, as they require the application of subjective and complex judgment, involving critical accounting estimates and assumptions impacting our unaudited condensed consolidated financial statements for the three-month and nine-month periods ended September 30, 2026 and consolidated financial statements for the year ended December 31, 2025.
The critical accounting estimates relate to the following: [Note: Silexion Finance to Update if Necessary]
Valuation of Promissory Notes
As part of the Business Combination, we issued to the Moringa sponsor, as well as EarlyBird, promissory notes, which we irrevocably designated to be measured at fair value. The EarlyBird Convertible Note was retired on March 18, 2025, and the A&R Sponsor Promissory Note has been converted in full by September 30, 2026. Before its conversion, in 2025, the fair value of the A&R Sponsor Promissory Note was measured using a discount rate based on a B rated US dollar zero-coupon discount curve, plus a credit spread of 7.56%. The discount rate was determined with reference to benchmark interest rates of secured loans reported by venture capitals, which were then used to extract our entity-specific credit spread. Since the A&R Sponsor Promissory Note is not senior secured, one notch downgrade was applied. The expected timing of conversion or redemption of the note has been determined using our management’s forecast. In 2026, the valuation technique for the A&R Sponsor Promissory Note was changed to either a Monte Carlo simulation framework to model the expected conversion price at the A&R Sponsor Promissory Note’s maturity date, which is based on a contractual 20-day average closing price mechanism; or the market price of shares issued upon conversion, as applicable.
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Recent Accounting Pronouncements
See Note 2 on page F-18 to our financial statements for the year ended December 31, 2025 included in the 2025 annual report for a description of recent accounting pronouncements applicable to our financial statements for the three-month and nine-month periods ended September 30, 2026 and the year ended December 31, 2025.
Smaller Reporting Company Status
We are a “smaller reporting company,” meaning that the market value of our ordinary shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We will continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. As a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements and we have reduced disclosure obligations regarding executive compensation.
Emerging Growth Company Status
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year, or (iv) December 31, 2029. We expect to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a “smaller reporting company” as defined under paragraph (f) of Item 10 of Regulation S-K promulgated by the SEC and are exempt from the disclosures under this Item 3 of Part I of Form 10-Q. We note that our funds are invested in demand-deposit interest-bearing bank accounts. The interest accruing in those accounts is subject to fluctuation based on market changes in interest rates. We do not believe that any fluctuation in market interest rates will materially impact the value of those funds in those accounts.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
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Our management evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of September 30, 2026, pursuant to paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.
Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
Our management evaluated, with the participation of our chief executive officer and chief financial officer, any change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, pursuant to paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.
Based upon that evaluation, our chief executive officer and chief financial officer concluded that there was no change in our internal control over financial reporting during the fiscal quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As previously reported in our quarterly report on Form 10-Q for the quarter ended June 30, 2026, on June 22, 2026, Moringa sponsor, which is controlled by our former director, Ilan Levin (who had been removed from office as a director by the board of directors in March 2026), filed a complaint in the Tel Aviv-Jaffa District Court against the Company, also naming our Chairman and Chief Executive Officer (Ilan Hadar) and our Chief Financial Officer (Mirit Horenshtein Hadar) as defendants. The complaint disputed the manner in which a portion of the A&R Sponsor Promissory Note was converted into ordinary shares and the validity of the additional conversions that we effected during the second quarter of 2026 under that note. The Moringa sponsor is seeking payment in cash of up to the full principal amount of the note, totaling $3.433 million, or alternatively repayment of the portions of the note that we purported to convert, totaling lower amounts, together with compensation for alleged damages, legal expenses and attorneys’ fees.
In September 2026, we completed the conversion of the remaining outstanding balance of the A&R Sponsor Promissory Note into ordinary shares, thereby fully extinguishing our indebtedness to the Moringa sponsor under the note that is the subject of the litigation. As a result, the entire principal amount of $3.433 million, which is also the principal amount claimed by the sponsor in the legal proceedings, has been fully converted into ordinary shares as of September 30, 2026. For further details regarding the A&R Sponsor Promissory Note and its conversion in several tranches during the three-month and nine-month periods ended September 30, 2026, please refer to “Part I. Financial Information— Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations– Liquidity and Capital Resources— Issuance of, Conversions Under, and Retirement of, A&R Sponsor Promissory Note.”
We believe that the allegations and claims asserted in the complaint are baseless and without merit, and we intend to defend our position vigorously. We believe that we had correctly and validly effected the disputed conversions of amounts due under the A&R Sponsor Promissory Note into ordinary shares, in strict compliance with the substantive and procedural requirements of the note, and refute all arguments made by the Moringa sponsor to the contrary. On October 25, 2026, we filed our statement of defense in the matter, and furthermore filed a counterclaim against Moringa sponsor in an amount of $1.169 million plus legal expenses for the damages that we have sustained as a result of the sponsor’s actions against us in its attempt to accelerate the maturity of the note in order to avoid its conversion.
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ITEM 1A. RISK FACTORS.
Factors that could cause our actual results to differ materially from our expectations, as described in this quarterly report, include the risk factors described in “Part I, Item 1.A Risk Factors” section of the 2025 annual report. Except as set forth below, as of the date of this quarterly report, there have been no material changes to those risk factors. The risk factors set forth below supplement, and should be read together with, the risk factors described in the 2025 annual report.
We are currently seeking to restore compliance with the Nasdaq shareholders’ equity and minimum bid price requirements, and our continued listing on the Nasdaq Capital Market is subject to the discretion of a Nasdaq hearings panel. If our ordinary shares and warrants are delisted from Nasdaq, the liquidity and market price of our securities, and our ability to raise capital, would be materially adversely affected.
During the third quarter of 2026, we received a delisting notice from Nasdaq based on Nasdaq’s determination that we were not in compliance with the $2.5 million minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (on August 18, 2026), as well as a notification that we had fallen out of compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (on September 25, 2026). Because we were subject to a mandatory panel monitor and had effected a reverse share split within the preceding year, we were not eligible for customary compliance periods, and our continued listing is subject to the determination of a Nasdaq hearings panel, before which we appeared on September 24, 2026. We requested that we be given until November 16, 2026 and November 24, 2026, respectively, to regain compliance with the minimum shareholders’ equity and bid price requirements. While we believe we have restored compliance with the shareholders’ equity requirement as of September 30, 2026 (our shareholders’ equity was $3.0 million as of that date) and will restore compliance with the minimum bid price requirement following our 1-for-24 reverse share split effected on November 10, 2026, there can be no assurance that the Nasdaq hearings panel will rule that we may remain listed. Even if the panel allows us to remain listed, it may not confirm that we have restored compliance with the shareholders’ equity and minimum bid price rule requirements in a satisfactory way. In addition, a new Nasdaq rule requiring a minimum market value of listed securities of $5.0 million, which the SEC approved on July 22, 2026, is currently stayed pending review by the full SEC; if that rule becomes effective, our securities could be suspended from trading and delisted without a cure or compliance period if our market value of listed securities remains below that level for 30 consecutive business days. There can be no assurance that the reverse share split will result in our restoring compliance with the minimum bid price requirement, that we will be able to maintain our shareholders’ equity above $2.5 million, that the panel will rule favorably for us or will confirm our restoration of compliance with either such listing requirement, or that we will continue to comply with all other applicable listing standards. If our ordinary shares and warrants are delisted, the liquidity and market price of our securities, and our ability to raise the capital needed to fund our operations, would be materially adversely affected.
Our financing activities have repeatedly depleted our available authorized ordinary shares, and if our shareholders do not approve future increases to our authorized share capital, we will be unable to raise additional equity financing or maintain our Nasdaq listing.
Any increase to our authorized share capital requires the approval of our shareholders. In the recent past (over the course of 2026), all of our authorized but unissued ordinary shares were reserved for issuance under outstanding warrants and equity awards, such that we had no authorized ordinary shares available for additional financing activities, including under our ATM program. Despite our limited available authorized share capital, our shareholders did not approve a proposed increase to our authorized share capital at our March 2026 or September 2026 extraordinary general meetings. While our shareholders approved an increase to our authorized share capital at the October 2026 extraordinary general meeting, held (following adjournment) on October 26, 2026, our continued financing activities may again deplete our available authorized share capital. If we are unable to obtain shareholder approval for sufficient increases to our authorized share capital in a timely manner in the future, we may be unable to fund our operations, maintain compliance with the Nasdaq shareholders’ equity requirement, or satisfy our obligations to warrant holders, which could force us to curtail or cease our operations.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a) Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources,” under the sub-heading “Induced Warrant Exercise Transactions”, which describes our issuance and sale of new Series F ordinary warrants and Series G ordinary warrants to investors, and placement agent warrants to H.C. Wainwright, in the induced warrant exercise transaction that was completed on September 29, 2026.
Reference is furthermore made to the disclosure set forth in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources,” under the sub-heading “Issuance of, and Conversions Under, A&R Sponsor Promissory Note,” which describes our issuance of ordinary shares to the Moringa sponsor upon conversion of amounts outstanding under the A&R Sponsor Promissory Note during the third quarter of 2026.
The foregoing descriptions are incorporated by reference in this Part II, Item 2(a).
All such issuances and sales of securities referenced in this Part II, Item 2(a) were effected in transactions that were not registered under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.
(b) Use of Proceeds from Initial Registered Offering
The Company’s initial registration statement that became effective under the Securities Act was its registration statement on Form S-4 (SEC File Number 333-279281), which was declared effective by the SEC on July 16, 2024. That registration statement was in respect of the Business Combination, which met the definition of a business combination under Rule 145(a) of the Securities Act. Accordingly, under paragraph (d)(1) of Rule 463 of the Securities Act, no disclosure is required with respect to any use of proceeds of any offering proceeds (if any) related to that registration statement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this quarterly report on Form 10-Q:
| No. | Description of Exhibit |
| 3.1.1 | Amended and Restated Memorandum and Articles of Association of Silexion Therapeutics Corp (formerly Biomotion Sciences) (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) |
| 3.1.2 | Ordinary Resolution Effecting 1-for-9 Reverse Share Split to Share Capital of Silexion Therapeutics Corp (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on November 29, 2024) |
| 3.1.3 | Ordinary Resolution Effecting 1-for-15 Reverse Share Split to Share Capital of Silexion Therapeutics Corp (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on July 29, 2025) |
| 3.1.4 | Ordinary Resolution Effecting 1-for-10 Reverse Share Split to Share Capital of Silexion Therapeutics Corp (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on May 29, 2026) |
| 3.1.5 | Ordinary Resolution Effecting 1-for-24 Reverse Share Split to Share Capital of Silexion Therapeutics Corp (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on November 12, 2026) |
| 3.1.5 | Ordinary Resolution Approving Increase in Authorized Share Capital to $121,500 (9,000,000 ordinary shares, par value $0.0135) (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 19, 2025) |
| 3.1.6 | Ordinary Resolution Approving Increase in Authorized Share Capital to $796,500 (59,000,000 ordinary shares, par value $0.0135) (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on May 5, 2026) |
| 3.1.7 | Ordinary Resolution Approving Increase in Authorized Share Capital to $2,146,500 (15,900,000 ordinary shares, par value $0.135) (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on July 21, 2026) |
| 3.1.8 | Ordinary Resolution Approving Increase in Authorized Share Capital to $69,646,500 (515,900,000 ordinary shares, par value $0.135) (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on October 26, 2026) |
| 4.1 | Form of Series E Ordinary Share Purchase Warrant issued in the August 2026 Offering (incorporated by reference to Exhibit 4.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 13, 2026) |
| 4.2 | Form of Pre-Funded Warrant issued in the August 2026 Offering (incorporated by reference to Exhibit 4.2 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 13, 2026) |
| 4.3 | Form of Placement Agent Warrant issued in the August 2026 Offering (incorporated by reference to Exhibit 4.3 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 13, 2026) |
| 4.4 | Form of Series F / Series G Ordinary Share Purchase Warrant (incorporated by reference to Exhibit 10.2 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on September 29, 2026) |
| 4.5 | Form of Placement Agent Warrant issued in the September 2026 induced warrant exercise transaction (incorporated by reference to Exhibit 10.3 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on September 29, 2026) |
| 10.1 | Securities Purchase Agreement, dated August 11, 2026, by and between Silexion Therapeutics Corp and each investor party thereto (incorporated by reference to Exhibit 10.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 13, 2026) |
| 10.2 | Form of Inducement Offer Letter Agreement, dated September 28, 2026 (incorporated by reference to Exhibit 10.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on September 29, 2026) |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted 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* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
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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.
| SILEXION THERAPEUTICS CORP | ||
| Date: November 12, 2026 | /s/ Ilan Hadar | |
| Name: | Ilan Hadar | |
| Title: | Chairman and Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: November 12, 2026 | /s/ Mirit Horenshtein-Hadar | |
| Name: | Mirit Horenshtein-Hadar | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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