Silexion Therapeutics (SLXN) raises $2.5M in public offering with warrants, note conversion
Rhea-AI Filing Summary
Silexion Therapeutics Corp completed a best-efforts public offering of equity and warrants. The company sold 2,028,619 ordinary shares, 1,817,542 pre-funded warrants and 3,846,161 Series E ordinary warrants at a combined price of $0.65 per share and accompanying warrant (and $0.6499 per pre-funded warrant and accompanying warrant), generating approximately $2.5 million in gross proceeds and about $2.1 million in net proceeds. The Series E warrants are immediately exercisable at $0.65 per share for five years; the pre-funded warrants are exercisable at $0.0001 per share until fully exercised.
The company also issued 269,231 placement agent warrants at an exercise price of $0.8125 and paid the placement agent an 8% combined cash and management fee plus expenses. In connection with the closing, Silexion converted $750,001 of its sponsor note into 1,153,848 ordinary shares at $0.65 per share, reducing the note balance to $206,462. After the offering, note conversion, ATM sales and pre-funded warrant exercises, Silexion preliminarily estimates shareholders’ equity at approximately $3.2 million, and plans to use the proceeds primarily to advance its SIL204 clinical trial and for general corporate purposes.
Positive
- None.
Negative
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Filing Explained
Existing holders face mechanical dilution from shares already issued, while ownership caps condition further warrant exercises.
The company reports that the offering was consummated on
Further exercise of the pre-funded and Series E warrants is blocked if the holder would beneficially own more than
For liquidity context, the latest supplied quarterly record, as of
Sources and calculations
- Silexion Therapeutics Corp Form 8-K (2026-08-13)
- Pre-funded warrant definition (2026-07-17)
- Dilution definition (2026-07-17)
- Silexion Therapeutics latest quarterly fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $2,413,000 / ($3,646,000 / 90) = [object Object]
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Gross proceeds: $2.5 million
Net proceeds: $2.1 million
Ordinary shares sold: 2,028,619 shares
+5 more
8 metrics
Gross proceeds
$2.5 million
Aggregate gross proceeds from August 2026 offering
Net proceeds
$2.1 million
Net proceeds to company before additional offering expenses
Ordinary shares sold
2,028,619 shares
Ordinary shares issued in the public offering
Pre-funded warrants issued
1,817,542 warrants
Pre-funded warrants to purchase ordinary shares
Series E warrants issued
3,846,161 warrants
Series E ordinary warrants exercisable at $0.65
Sponsor note converted
$750,001
Principal converted into 1,153,848 shares at $0.65
Remaining sponsor note balance
$206,462
Principal outstanding after conversion
Estimated shareholders’ equity
$3.2 million
Estimated as of June 30, 2026, adjusted for recent transactions
Key Terms
Pre-Funded Warrants, Series E ordinary warrants, variable rate transaction, at-the-market (ATM) offering program, +2 more
6 terms
Pre-Funded Warrants financial
"1,817,542 pre-funded warrants to purchase 1,817,542 Ordinary Shares (the “Pre-Funded Warrants”)"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series E ordinary warrants financial
"3,846,161 Series E ordinary warrants, each to purchase one Ordinary Share"
variable rate transaction financial
"the Company will not effect or enter into an agreement to effect a “variable rate transaction”"
at-the-market (ATM) offering program financial
"various sales under the Company’s at-the-market (ATM) offering program"
An at-the-market (ATM) offering program lets a company sell new shares directly into the open market at prevailing prices, typically in small amounts over time rather than all at once. Investors should care because it gives the company a flexible way to raise cash without a big, one-time share sale, but it can gradually dilute existing shareholders and slightly pressure the stock price as new shares enter the market.
beneficially own financial
"would beneficially own Ordinary Shares in excess of 4.99% (or, at the election of the holder, 9.99%)"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
best efforts basis financial
"offered and sold in a public offering on a best efforts basis"
FAQ
What did Silexion Therapeutics (SLXN) raise in its August 2026 offering?
Silexion raised approximately $2.5 million in gross proceeds through a best-efforts public offering of ordinary shares, pre-funded warrants and Series E warrants at $0.65 per share (or equivalent) and accompanying warrant.
How many securities did Silexion Therapeutics (SLXN) issue in the offering?
Silexion issued 2,028,619 ordinary shares, 1,817,542 pre-funded warrants and 3,846,161 Series E warrants. The Series E warrants each allow the purchase of one ordinary share at an exercise price of $0.65 per share.
What are the key terms of Silexion Therapeutics’ (SLXN) new warrants?
Pre-funded warrants are exercisable immediately at $0.0001 per share and do not expire until fully exercised. Series E warrants are immediately exercisable at $0.65 per share and may be exercised for five years from issuance.
How will Silexion Therapeutics (SLXN) use the net proceeds from the offering?
Silexion plans to use the approximately $2.1 million in net proceeds primarily to advance its SIL204 clinical trial in locally advanced pancreatic cancer and for general corporate purposes, according to company disclosures.
What happened to Silexion Therapeutics’ (SLXN) sponsor note in this transaction?
In connection with the offering, Silexion converted $750,001 of principal outstanding under its sponsor note into 1,153,848 ordinary shares at $0.65 per share, leaving $206,462 principal outstanding under the note.
What fees and warrants did Silexion Therapeutics (SLXN) grant to its placement agent?
Silexion paid its placement agent 7.0% of gross proceeds as a cash fee, a 1.0% management fee, up to $77,500 in expenses, and issued 269,231 placement agent warrants with a $0.8125 per share exercise price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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+972 -3-756-4999
(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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.
Item 1.01. Entry Into a Material Definitive Agreement.
On August 11, 2026, Silexion Therapeutics Corp (the “Company” or “Silexion”) offered and sold in a public offering on a best efforts basis (the “Offering”), and on August 13, 2026, Silexion consummated the Offering with respect to, (i) 2,028,619 of the Company’s ordinary shares (the “Shares”), par value $0.135 per share (“Ordinary Shares”),
(ii) 1,817,542 pre-funded warrants to purchase 1,817,542 Ordinary Shares (the “Pre-Funded Warrants”), and (iii) 3,846,161 Series E ordinary
warrants, each to purchase one Ordinary Share (a “Ordinary Warrant” and together with the Pre-Funded Warrants, the “Warrants”), at a purchase price of $0.65 per Share and accompanying Ordinary Warrants, and $0.6499 per Pre-Funded Warrant and accompanying Ordinary Warrants. Aggregate gross
proceeds from the Offering (without taking into account any proceeds from any future exercises of Warrants) were approximately $2.5 million.
The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per Ordinary Share and will not
expire until exercised in full. The Ordinary Warrants have an exercise price of $0.65 per Ordinary Share, are immediately exercisable, and may be exercised until the five (5)-year anniversary of the issuance date thereof.
A holder of the Warrants will not have the right to exercise any portion of its Pre-Funded Warrants or Ordinary Warrants
if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the
holder’s or any of the holder’s affiliates), would beneficially own Ordinary Shares in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise.
A certain investor in the Offering entered into a definitive securities purchase agreement with the Company (the “Purchase Agreement”). The Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of
this nature. Pursuant to the Purchase Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the closing of the Offering. In addition, subject to limited exceptions, the
Purchase Agreement provides that for a period of one year following the closing of the Offering, the Company will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement.
H.C. Wainwright & Co., LLC acted as the sole placement agent (the “Placement Agent”), on a “best efforts” basis, in connection with the Offering. On September 8, 2024, the Company and the Placement Agent had entered into a letter agreement with the
Company to serve as exclusive underwriter, agent or advisor in any offering of securities of the Company for a six-month term (the “Engagement Agreement”).
The Engagement Agreement has been extended three times since its initial effectiveness and currently runs through November 15, 2026. Under the Engagement Agreement, as extended, the Company paid the Placement Agent an aggregate cash fee equal to
7.0% of the gross proceeds received by the Company in the Offering, as well as a management fee equal to 1.0% of the gross proceeds raised in the Offering. Pursuant to the Engagement Agreement, the Company also reimbursed the Placement Agent $7,500
for non-accountable expenses and up to $70,000 for fees and expenses of legal counsel and other out-of-pocket expenses of the Placement Agent in connection with the Offering. Further pursuant to the Engagement Agreement, the Company issued to the
Placement Agent or its designees 269,231 warrants to purchase up to 269,231 Ordinary Shares, representing 7.0% of the sum of the Shares and Pre-Funded Warrants sold in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $0.8125 per Ordinary Share (representing 125% of the public offering price per Share and accompanying Ordinary Warrant),
are exercisable for five years from the date of the commencement of sales in this offering, and otherwise reflect substantially the same terms as the Ordinary Warrants. The Engagement Agreement contains representations, warranties, indemnification
and other provisions customary for transactions of this nature.
The net proceeds to the Company from the Offering were approximately $2.1 million before deducting estimated offering
expenses payable by the Company. The Company intends to use the proceeds from the Offering to advance the Company’s SIL204 clinical trial and for general corporate purposes.
The Offering was made pursuant to a registration statement on Form S-1 (File No. 333-298137), previously filed by the
Company with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 11, 2026.
The foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants, the Ordinary Warrants and the Placement
Agent Warrants are not complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as exhibits to this Current Report on Form 8-K (a “Form 8-K”) and are incorporated by reference herein.
On August 11, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of that press
release is filed as Exhibit 99.1 to this Form 8-K.
Item 8.01. Other Events.
On August 13, 2026, in connection with the closing of the Offering, the
Company converted $750,001 of the principal amount outstanding under the amended and restated promissory note, dated August 15, 2024 (the “Sponsor
Note”), that the Company previously issued to Moringa Sponsor, L.P. (“Moringa Sponsor”) (the “Note”) into 1,153,848 Ordinary Shares, at a conversion price of $0.65 per share (the price per share in the Offering), and issued those shares to Moringa Sponsor pursuant
to the terms of the Note. That conversion reduced the amount outstanding under the Note to $206,462. In addition, prior to the closing of the Offering, the Company issued an aggregate of 823,770 Ordinary Shares upon the exercise of Pre-Funded
Warrants issued in the Offering.
After giving effect to (i) various sales under the Company’s at-the-market (ATM) offering program during and
following the second quarter ended June 30, 2026, (ii) the closing of the Offering, (iii) the conversion under the Note, and (iv) the exercise of the Pre-Funded Warrants issued in the Offering, the Company estimates that its shareholders' equity
as of June 30, 2026, as adjusted to reflect the foregoing transactions, is currently approximately $3.2 million.
The foregoing estimate of shareholders' equity is preliminary, has not been audited or reviewed by the Company's
independent registered public accounting firm.
Notice Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of
the federal securities laws. All statements other than statements of historical fact contained in this report, including statements regarding the intended use of net proceeds from the Offering and the Company's estimated shareholders' equity, are
forward-looking statements. Those forward-looking statements are generally identified by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or
events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: (i) the inherent uncertainties associated with preclinical research and drug
development, including the risk that preclinical findings may not translate to clinical outcomes; (ii) Silexion’s ability to successfully complete additional preclinical studies and initiate and conduct clinical trials, including the Phase 2/3
trial of SIL204 in locally advanced pancreatic cancer; (iii) Silexion’s strategy, future operations, financial position, projected costs, prospects, and plans; (iv) the impact of the regulatory environment and compliance complexities, including
site-level approvals, conditions and clearances required prior to study commencement at each clinical site in Israel and Germany, and the timing and outcome of additional regulatory submissions and reviews in further EU member states, the United
States, and other jurisdictions; (v) expectations regarding future partnerships or other relationships with third parties; (vi) Silexion’s future capital requirements and sources and uses of cash, including its ability to obtain additional capital;
(vii) Silexion’s ability to maintain its Nasdaq listing; and (viii) other risks and uncertainties set forth in the documents filed by the Company with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the SEC on March 17, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026. Silexion cautions you against placing undue reliance on forward-looking statements,
which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Silexion undertakes no
obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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4.1
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Form of Series E Ordinary
Warrant sold in the Offering
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4.2
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Form of Pre-Funded Warrant
sold in the Offering
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4.3
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Form of Placement Agent
Warrant issued to the Placement Agent
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10.1
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Securities Purchase
Agreement, dated August 11, 2026, by and between the Company and each investor party thereto
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99.1
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Press release issued by
the Company on August 11, 2026 announcing the pricing of the Offering
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104
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Cover Page Interactive Data File (formatted in Inline XBRL)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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SILEXION THERAPEUTICS CORP
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Date: August 13, 2026
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By:
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/s/ Ilan Hadar
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Name:
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Ilan Hadar
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Title:
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Chief Executive Officer
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Exhibit 99.1
Silexion Therapeutics Announces Pricing of $2.5 Million Public Offering
GRAND CAYMAN, Cayman Islands, August 11, 2026 -- Silexion Therapeutics Corp. (NASDAQ: SLXN) (“Silexion Therapeutics” or the “Company”),
a clinical-stage biotechnology company pioneering RNA interference (RNAi) therapies for KRAS-driven cancers, today announced the pricing of a public offering of an aggregate of 3,846,161 of the Company’s ordinary shares (or ordinary share
equivalents) and series E warrants to purchase up to 3,846,161 ordinary at a combined public offering price of $0.65 per share (or per ordinary share equivalent) and accompanying warrants. The series E warrants will have an exercise price of $0.65
per share, will be exercisable immediately upon issuance and will expire five years from the date of issuance. The closing of the offering is expected to occur on or about August 13, 2026, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be
approximately $2.5 million. The Company intends to use the net proceeds from this offering to advance the Company’s SIL204 clinical trial, and for general corporate
purposes.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-298137), which was
declared effective by the Securities and Exchange Commission (the “SEC”) on August 11, 2026. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary
prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co.,
LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein,
nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other
jurisdiction.
About Silexion Therapeutics
Silexion Therapeutics is a pioneering clinical-stage, oncology-focused biotechnology company dedicated to the development of innovative
treatments for unsatisfactorily treated solid tumor cancers that have the mutated KRAS oncogene, generally considered to be the most common oncogenic gene driver in human cancers. The Company conducted a Phase 2a clinical trial in its
first-generation product candidate, which showed a positive trend in comparison to the control of chemotherapy alone, and its lead, second-generation, product candidate, SIL204, a small interfering RNA (siRNA), has initiated a Phase 2/3 clinical
trial at Tel Aviv Sourasky Medical Center. Silexion is committed to pushing the boundaries of therapeutic advancements in the field of oncology and further developing its lead product candidate for locally advanced pancreatic cancer. For more
information, please visit: https://silexion.com
Notice Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than
statements of historical fact contained in this communication, including statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of net proceeds from the
offering, are forward-looking statements. These forward-looking statements are generally identified by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, or “potential”, or the negatives of these terms or variations of them or similar terminology. Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from
those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: (i) the inherent uncertainties associated with preclinical research and drug development, including the risk that
preclinical findings may not translate to clinical outcomes; (ii) Silexion’s ability to successfully complete additional preclinical studies and initiate and conduct clinical trials, including the Phase 2/3 trial of SIL204 in locally advanced
pancreatic cancer; (iii) Silexion’s strategy, future operations, financial position, projected costs, prospects, and plans; (iv) the impact of the regulatory environment and compliance complexities, including site-level approvals, conditions and
clearances required prior to study commencement at each clinical site in Israel and Germany, and the timing and outcome of additional regulatory submissions and reviews in further EU member states, the United States, and other jurisdictions; (v)
expectations regarding future partnerships or other relationships with third parties; (vi) Silexion’s future capital requirements and sources and uses of cash, including its ability to obtain additional capital; (vii) Silexion’s ability to maintain
its Nasdaq listing; and (viii) other risks and uncertainties set forth in the documents filed by the Company with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 17, 2026,
and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026. Silexion cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based
on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Silexion undertakes no obligation to revise forward-looking statements to
reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.
Company Contact:
Silexion Therapeutics Corp
Ms. Mirit Horenshtein Hadar, CFO
mirit@silexion.com
Investor Relations Contact:
Arx Investor Relations
North American Equities Desk
silexion@arxhq.com
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