Silexion Therapeutics Corp — Quarterly Report (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2026

 

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

EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission File No. 001-42253

 

SILEXION THERAPEUTICS CORP

(Exact name of registrant as specified in its charter)

 

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12 Abba Hillel Road Ramat-Gan, Israel 5250606

(Address of Principal Executive Offices, including zip code)

 

+972-3-756-4999

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, par value $0.0135 per share		SLXN		The Nasdaq Stock Market LLC
Warrants exercisable for ordinary shares at an exercise price of $1,552.50 per share		SLXNW		The Nasdaq Stock Market LLC

 

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.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☒		Smaller reporting company ☒
			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. ☐

 

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 May 14, 2026, 4,189,954 ordinary shares, par value $0.0135 per share, of the registrant were issued and outstanding.

SILEXION THERAPEUTICS CORP

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

		Page
CERTAIN TERMS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
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-7
	Notes to the Condensed Consolidated Financial Statements (unaudited)	F-9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Control and Procedures	19
PART II - OTHER INFORMATION		19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
SIGNATURES		22

CERTAIN TERMS

 

Unless otherwise stated in this quarterly report on Form 10-Q (this “quarterly report” or “Form 10-Q”), references to:

 

	●	“we”, “us”, “our”, “the company”, “the Company”, “our company”, “the combined 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;
	●	“A&R Sponsor Promissory Note” are to the convertible promissory note in an original principal amount of $3,433,000 that our company issued to the Moringa sponsor at the Closing, in amendment and restatement of all promissory notes previously issued by Moringa to the sponsor for funds borrowed by Moringa from the sponsor between the initial public offering and the Closing of the Business Combination, under which $1,229,000 remains outstanding currently;
	●	“ATM Agreement” are to our At The Market Offering Agreement, dated September 26, 2025, with H.C. Wainwright, as sales agent or principal, providing for the sale from time to time of up to $13,170,000 of our ordinary shares;
	●	“Business Combination” are to the business combination transactions completed pursuant to the Business Combination Agreement, whereby, among other things: (i) Merger Sub 2 merged with and into Moringa, with Moringa continuing as the surviving company and a wholly-owned subsidiary of Silexion; (ii) 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;

 

●

“Business Combination Agreement” are to the Amended and Restated Business Combination Agreement, dated April 3, 2024, by and among Moringa, Silexion, August M.S. Ltd. (an Israeli company and a wholly owned subsidiary of Silexion) (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp (a Cayman Islands exempted company and a wholly owned subsidiary of Silexion) (“Merger Sub 2”) and Silexion Israel;

 

●

“Closing” are to the closing of the Business Combination, which occurred on August 15, 2024;

 

	●	“EarlyBirdCapital” “EarlyBird” or “EBC” are to EarlyBirdCapital, Inc., the representative of the underwriters of Moringa’s initial public offering;
	●	“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended;

 

	●	“H.C. Wainwright” are to H.C. Wainwright & Co., LLC;
	●	“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;
	●	“Marketing Agreement” are to the Business Combination Marketing Agreement, dated February 16, 2021, entered into by Moringa with EarlyBird in connection with Moringa’s initial public offering;

●

“Moringa” are to Moringa Acquisition Corp, a Cayman Islands exempted company, which was formerly a special purpose acquisition company, and, after the Business Combination, is an inactive, wholly-owned subsidiary of Silexion;

 

●

“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 $0.0135 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;
	●	“Silexion Israel” are to Silexion Therapeutics Ltd., an Israeli company, which following the Business Combination is a wholly-owned subsidiary of Silexion through which our operations are primarily conducted;
	●	“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 subsequent to the Closing of the Business Combination;

 

	●	“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; and
	●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

 

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 pre-clinical and clinical studies and trials involving our product candidates (in particular, SIL204), 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;

 

•

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:

 

•

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;

 

•

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;

 

	•	we may be unable to attract, develop and/or retain our key personnel or additional employees required for our development and future success;
	•	we rely on third parties (including CROs and contract manufacturers) whose performance is largely beyond our control;
	•	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; and

 

•

those additional factors described in “Part I, Item 1A. Risk Factors” of the 2025 annual 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. 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.

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Explanatory Note

 

Reverse Share Split

 

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 provided otherwise herein, all historical share, per share and related option and warrant data during the three-month period ended March 31, 2025 (which is used for comparative purposes to the corresponding period of 2026) that is presented in this quarterly report has been retroactively adjusted to reflect the reduced number of shares and the increase in the share price which resulted from that reverse share split.

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

 

SILEXION THERAPEUTICS CORP

INTERIM FINANCIAL STATEMENTS

MARCH 31, 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	F - 6
Condensed Consolidated Statements of Cash Flows (unaudited)	F - 7 - F - 8
Notes to Condensed Consolidated Financial Statements (unaudited)	F - 9 - F - 21

 

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31,				December 31
		2026				2025
		U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents		$	2,413			$	5,991
Restricted cash			27				27
Prepaid expenses			1,529				570
Other current assets			96				49
TOTAL CURRENT ASSETS			4,065				6,637
NON-CURRENT ASSETS:
Restricted cash			58				57
Long-term deposit and other non-current assets			76				84
Property and equipment, net			23				25
Operating lease right-of-use asset			380				412
TOTAL NON-CURRENT ASSETS			537				578
TOTAL ASSETS		$	4,602			$	7,215

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
 

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31,				December 31
		2026				2025
		U.S. dollars in thousands
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Trade payables		$	912			$	787
Current maturities of operating lease liability			185				182
Employee related obligations			560				879
Other account payable			850				910
Private warrants to purchase ordinary shares (including $* due to related party, as of March 31, 2026 and December 31, 2025)			*				*
Related Party Promissory Note			1,553				-
TOTAL CURRENT LIABILITIES			4,060				2,758
NON-CURRENT LIABILITIES:
Long-term operating lease liability			251				286
Related Party Promissory Note			-				1,568
TOTAL NON-CURRENT LIABILITIES		$	251			$	1,854
TOTAL LIABILITIES		$	4,311			$	4,612
SHAREHOLDERS' EQUITY:
Ordinary shares ($0.0135 par value per share, 9,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 3,394,865 and 3,126,651 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)			46				42
Additional paid-in capital			58,144				57,727
Accumulated deficit			(57,899	)			(55,166	)
TOTAL SHAREHOLDERS' EQUITY		$	291			$	2,603
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	4,602			$	7,215

 

* Represents an amount less than $1

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
 

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Three months ended March 31
		2026				2025
		U.S. dollars in thousands
OPERATING EXPENSES:
Research and development (including $130 and $0 from related parties for the three-month periods ended March 31, 2026 and 2025, respectively)		$	1,370			$	590
General and administrative (including $215 and $21 from related parties for the three-month periods ended March 31, 2026 and 2025, respectively)			1,379				1,060
TOTAL OPERATING EXPENSES			2,749				1,650
OPERATING LOSS
Financial expense (income), net (including $(15) and $32 from related parties for the three-month periods ended March 31, 2026 and 2025, respectively)			(16	)			85
LOSS BEFORE INCOME TAX		$	2,733			$	1,735
INCOME TAX			*				*
NET LOSS		$	2,733			$	1,735
LOSS PER SHARE, BASIC AND DILUTED		$	0.85			$	3.84
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE			3,230,378				451,990

 

* Represents an amount less than $1

** All share amounts have been adjusted (in the case of prior periods, retroactively) to reflect a 1-for-15 reverse share splits effected in July 2025, as discussed in Note 1(e)

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

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			123,290	***		$	2			$	39,263			$	(43,254	)		$	(3,989	)
CHANGES DURING THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 (unaudited):
Issuance of ordinary shares and warrants upon January Offering, net of issuance costs and exercise of pre-funded warrants to ordinary shares (see Note 4(a))			246,914				3				4,252								4,255
Exercise of warrants upon January Offering (see Note 4(a))			42,683				1				863								864
Issuance of ordinary shares and warrants upon January Inducement Offer, net of issuance costs (see Note 4(b))			148,102				2				2,812								2,814
Share-based compensation											21								21
Conversion of Underwriters Promissory Note			18,519				*				356								356
Net loss															(1,735	)			(1,735	)
BALANCE AS OF MARCH 31, 2025			579,508	***		$	8			$	47,567			$	(44,989	)		$	2,586
BALANCE AT JANUARY 1, 2026			3,126,651			$	42			$	57,727			$	(55,166	)		$	2,603
CHANGES DURING THE THREE MONTHS PERIOD ENDED MARCH 31, 2026 (unaudited):
Share-based compensation			204,134				3				342								345
Issuance of Ordinary Shares under the At the Market Sales Agreement, net of issuance costs (see Note 6)			64,080				1				75								76
Net loss															(2,733	)			(2,733	)
BALANCE AS OF MARCH 31, 2026			3,394,865			$	46			$	58,144			$	(57,899	)		$	291

 

* Represents an amount less than $1

** All share amounts have been adjusted (in the case of prior periods, retroactively) to reflect a 1-for-15 reverse share splits effected in July 2025, as discussed in Note 1(e)

*** Net of 28 treasury shares held by the Company as of January 1, 2025 and March 31, 2025

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Three months ended March 31
		2026				2025
		U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(2,733	)		$	(1,735	)
Adjustments required to reconcile loss to net cash used in operating activities:
Depreciation			2				4
Share-based compensation expenses			345				21
Non-cash financial expenses			4				81
Changes in operating assets and liabilities:
Increase in prepaid expenses			(959	)			(512	)
Decrease (increase) in other current assets			(47	)			4
Increase (decrease) in trade payable			125				(207	)
Net change in operating lease			(4	)			(1	)
Decrease in employee related obligations			(319	)			(18	)
Decrease in other accounts payable			(60	)			(90	)
Net cash used in operating activities			(3,646	)			(2,453	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			-				(6	)
Net cash used in investing activities			-				(6	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Ordinary Shares under the At-the Market Sales Agreement, net of placement agent fee			83				-
Proceeds from issuance of ordinary shares upon January Offering			-				5,000
Issuance costs related to January Offering			-				(650	)
Proceeds from exercise of warrants upon January Offering			-				864
Proceeds from issuance of ordinary shares upon January Inducement Offer			-				3,276
Issuance costs related to warrants inducement transaction			-				(362	)
Payment of Underwriters Promissory Note			-				(696	)
Net cash provided by financing activities			83				7,432
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH			(3,563	)			4,973
EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH			(14	)			(10	)
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD			6,075				1,270
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		$	2,498			$	6,233

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Three months ended March 31
		2026				2025
		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			2,413				6,152
Restricted cash			85				81
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS		$	2,498			$	6,233
Appendix B - SUPPLEMENTARY INFORMATION:
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
Prepaid issuance expenses utilized, in respect of ATM Sales Agreement		$	7			$	-
Conversion of Promissory Note to ordinary shares		$	-			$	356
Accrued and unpaid issuance expenses in respect of public offering and warrants inducement transactions		$	-			$	195
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid		$	-			$	13
Interest received		$	32			$	2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,” “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

 

Operations and Financing Activities

 

We are a Cayman Islands exempted company that was originally formed for the purpose of effectuating the Business Combination and that now serves as a publicly traded holding company for each of Silexion Israel (through which our operations are carried out) and Moringa (which has no operations and which is currently in the process of being wound down). Our ordinary shares and warrants were initially listed on the Nasdaq Global Market and were subsequently transferred to the Nasdaq Capital Market, and are quoted for trading under the symbols “SLXN” and “SLXNW”, respectively.

 

We conduct our operations primarily through our principal subsidiary, Silexion Israel, a clinical-stage biotechnology company engaged in the discovery and development of proprietary treatments for cancers driven by mutations in the Kirsten rat sarcoma viral oncogene homolog (“KRAS”). The KRAS gene, when mutated, plays a central role in many cancer types, such as pancreatic, colorectal, and lung cancers, and is therefore considered an oncogene. This oncogene instructs cells to produce the corresponding mutated KRAS protein, which plays a key role in regulating cell growth signaling in cancer cells. 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: we silence the KRAS oncogene itself, preventing the production of the oncogenic protein.

 

Our proprietary technology is designed to prompt tumor cells to degrade the messenger RNA (mRNA) that bridges the oncogene and the cellular protein synthesis machinery, utilizing small interfering RNA (siRNA) constructs that are chemically modified to enhance stability and cellular uptake while maintaining biological activity that interferes with mRNA function. Our lead product candidate, SIL204, is a second-generation siRNA engineered to suppress the production of mutated KRAS proteins. In pancreatic cancer, approximately 92% of patients have this mutated oncogene.

 

To address both localized and systemic disease, as well as the tumor’s dense desmoplastic stroma, which limits the effectiveness of current treatments, our novel delivery approach, which we refer to as an Integrated Treatment Regimen, involves 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 2025 and the first quarter of 2026, we advanced operational readiness, including the onboarding of external vendors, with the initiation of clinical studies expected in the second quarter of 2026, contingent upon obtaining regulatory clearance.

As a clinical stage company, we have not realized any revenues to date. Prior to the Business Combination, we financed our operations primarily with the net proceeds from private offerings of our ordinary shares and convertible preferred shares, convertible financing agreements, and Simple Agreement for Future Equity (SAFE) financings, as well as royalty-bearing grants from the Israeli Innovation Authority (the “IIA”). Those grants totaled $5.8 million through March 31, 2026, all of which was received prior to the Business Combination.

 

Upon the Closing of the Business Combination, we raised $2.0 million via a private investment in public entity (PIPE) financing, in which Moringa sold to Greenstar, LP, an affiliate of the Moringa sponsor, 1,482 newly issued Moringa ordinary shares at a price of $1,350.00 per share. Those shares were converted into an equivalent number of Silexion ordinary shares at the Closing. In connection with the Closing, we also entered into an ordinary share purchase agreement, dated August 13, 2024 and effective as of August 15, 2024 (the “ELOC Agreement”) with White Lion Capital, LLC (“White Lion”), which provided us with an equity line of credit (the “ELOC”) of up to $15.0 million. We utilized the ELOC for financings from time to time during the early periods following the Closing of the Business Combination, having raised an aggregate of $3.1 million, all of which was raised prior to December 31, 2024. The ELOC expired on December 31, 2025.

 

During 2025 and thus far in 2026, we successfully transitioned to alternative financing transactions, raising capital via (i) public offerings of ordinary shares and/or pre-funded warrants, together with ordinary warrants, as well as (ii) ordinary warrant exercise transactions, many of which were completed at the time of, or during periods that followed, those public offerings. We completed public offerings in January 2025 and September 2025, in which we have raised gross proceeds of approximately $5.0 million and $6.0 million, respectively, before deducting placement agent fees and other offering expenses. In connection with the closing of the January 2025 and September 2025 public offerings, investors exercised an aggregate of 42,683 ordinary warrants and 445,000 Series B ordinary warrants issued in the respective offerings, which provided us with additional gross proceeds of $0.9 million and $1.78 million in those offerings, respectively. As a follow-up to the first such public offering, later in January 2025 and again at the start of August 2025, we completed transactions for the induced exercise of ordinary warrants, which raised gross proceeds of approximately $3.3 million and $1.8 million, respectively, before deducting placement agent fees and other offering expenses. As a follow-up primarily to the second such public offering and to the August 2025 induced warrant exercise transaction, in May 2026, we completed a transaction for the induced exercise of ordinary warrants that had been issued in those offerings, which raised gross proceeds of approximately $1.0 million, before deducting placement agent fees and other offering expenses. H.C. Wainwright served as the exclusive placement agent for each of the foregoing public offerings and warrant exercise transactions. Each of the foregoing financing transactions is described in further detail below in this MD&A under “Liquidity and Capital Resources.”  

 

In September 2025, we furthermore entered into the ATM Agreement with H.C. Wainwright, as sales agent or principal, under which we may raise up to $13,170,000 on an ongoing basis via sales of our ordinary shares into the open market via an at-the-market financing mechanism (the “ATM”), which we plan to use to finance our ongoing operations going forward. We did not sell any ordinary shares under the ATM during 2025. During the first quarter of 2026, we raised approximately $0.08 million (net of sales agent fees) from the sale of 64,080 ordinary shares under the ATM. Furthermore, in April 2026 and May 2026, we sold 679,845 ordinary shares and 1,088,255 ordinary shares under the ATM, respectively, in the aggregate, to certain investors, raising $0.75 million of proceeds and $0.33 million of proceeds, respectively (in each case, net of sales agent fees).

 

Since our inception, we have incurred significant operating losses. Our net losses were $2.7 million and $1.7 million for the three months ended March 31, 2026 and 2025, respectively, and $11.9 million for the year ended December 31, 2025. As of March 31, 2026, we had an accumulated deficit of $57.9 million (reflecting Silexion Israel’s accumulated deficit for all periods through August 15, 2024 and the combined company’s accumulated deficit from August 16, 2024 through March 31, 2026). We have not recognized any revenue to date.

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 will depend on many factors, including the timing and extent of spending to further develop SIL204 and initiate clinical trials, support research and development efforts, investments in potential additional pipeline products, and increased overall compensation as we continue to hire additional personnel. Our expenses will increase if and as we:

 

	•	initiate a clinical trial powered for statistical significance with respect to SIL204;
	•	seek marketing approvals for SIL204 in various territories;
	•	apply for Orphan Drug Designation in both the U.S. and EU for our SIL204 product;
	•	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, any future commercialization efforts and our status as a public company; and
	•	invest in research and development and regulatory approval efforts in order to utilize our technology as a platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics.

 

Continued Nasdaq Listing

 

As described above in this “Overview” under “Operations and Financing Activities” and as detailed further in “Liquidity and Capital Resources” of this MD&A below, our financial condition depends on, and is supported by, our ability to fund our operations on an ongoing basis, including through equity financings. Our Nasdaq listing facilitates that ability, as many potential investors or financing sources may 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.

 

Remedy of Nasdaq Listing Deficiencies, Including Via Hearings Process

 

As described below, over the course of 2025, we underwent a hearings process with Nasdaq, which together with various remedial actions that we took (including financing transactions and a reverse share split), restored our compliance with Nasdaq listing rules related to shareholders’ equity and minimum bid price, thereby enabling us to avoid the delisting of our ordinary shares and public warrants from Nasdaq. As of September 25, 2025, we received confirmation from Nasdaq that we had restored our compliance with each such Nasdaq listing requirement, subject to an ongoing mandatory panel monitoring period until September 23, 2026. To the extent we are found to once again be out of compliance with the shareholders’ equity requirement during the monitoring period, we will be subject to an immediate delisting notice, without entitlement to a cure or compliance period, subject to our right to request a new hearing before a hearings panel in order to prevent a delisting of our securities from Nasdaq. The threat of an immediate delisting from Nasdaq materialized on May 22, 2025, when we received a delisting notice from the Nasdaq Listing Qualifications Department in respect of two listing deficiencies that we had been unable to remedy during the six-month cure period since we had initially been notified of those deficiencies, on November 19, 2024. The deficiencies related to our failure to maintain (i) a minimum Market Value of Listed Securities of $50 million and (ii) a minimum Market Value of Publicly Held Shares of $15 million, in each case for continued listing on the Nasdaq Global Market. We appealed the delisting notice to a Nasdaq hearings panel, and a hearing was held before the panel on June 26, 2025. On July 7, 2025, we received a favorable decision from the hearings panel, granting our request to remain listed on Nasdaq, subject to certain conditions. Pursuant to the favorable outcome, the listings of our ordinary shares and warrants were transferred from the Nasdaq Global Market to the Nasdaq Capital Market.

Under the terms of the decision reached by the hearings panel, the continued listing of our securities on the Nasdaq Capital Market was conditioned on our fulfillment of the terms of the compliance plan that we had presented to the panel in connection with the June 26, 2025 hearing. That plan was designed to enable us to achieve at least $2.5 million of shareholders’ equity (the “shareholders’ equity requirement”) and thereby comply with the Equity Standard for listing on the Nasdaq Capital Market on a continued basis. The terms of the compliance plan required, in primary part, that on or before September 19, 2025, we demonstrate in a report filed under the Exchange Act our restoration of compliance with, and our expected long-term compliance with, the shareholders’ equity requirement, as to be demonstrated in a balance sheet not older than 60 days to be included in such a filing.

 

We provided the above-referenced demonstration of our restoration of compliance with the shareholders’ equity requirement in our current report on Form 8-K that we filed with the SEC on September 15, 2025, in which we described that we had completed a series of financing transactions, which had collectively increased our shareholders’ equity on a pro forma basis as of July 31, 2025 by $10.3 million, to approximately $9.41 million as of September 15, 2025.

 

In addition to becoming subject to, and remedying, a Nasdaq shareholders’ equity listing deficiency, we also became subject to, and subsequently remedied, a Nasdaq minimum bid price deficiency. On July 18, 2025, we received a letter from Nasdaq notifying us that for the 30 consecutive business days preceding the letter, the closing bid price of our ordinary shares was below the minimum $1.00 per share bid price required for continued listing on Nasdaq. The letter indicated that the Nasdaq panel would consider the bid price deficiency in its decision as to whether to enable us to remain listed on the Nasdaq Capital Market. Following shareholder approval at our reconvened annual general meeting on July 14, 2025, we effected a 1-for-15 reverse share split on July 29, 2025, which raised the price of our ordinary shares above $1.00, and we maintained a closing price above $1.00 for more than 10 consecutive trading days afterwards, thereby remedying the minimum bid price deficiency.

 

As a result of our remedy of each of the shareholders’ equity and minimum bid price deficiencies, on September 23, 2025, we received a letter from Nasdaq confirming that we had demonstrated compliance with the requirements related to each such prior deficiency. As described in that letter, we are subject to a mandatory panel monitoring period until September 23, 2026. If, during that one-year monitoring period, the Nasdaq staff determines that our company is again out of compliance with the shareholders’ equity requirement, we would not be permitted to submit a plan of compliance or be granted additional time to regain compliance, nor would we be afforded an applicable cure or compliance period. Instead, the staff would issue a “Delist Determination Letter,” and we would have the opportunity to request a new hearing before the same panel from our June 2025 hearing or, if that panel is unavailable, before a newly convened hearings panel.

 

As of March 31, 2026, our shareholders’ equity was below the requisite $2.5 million level totaled to $0.3 million. Nevertheless, as a result of our consummation of our May 2026 induced warrant exercise transaction in which we raised $1.0 million, and additional equity-increasing transactions effected on or about May 15, 2026, we have restored our shareholders’ equity above the $2.5 million level as of the date of this quarterly report, to $2.6 million.   

 

While we believe we have successfully addressed all immediate compliance concerns, we must continue to maintain compliance with all Nasdaq Capital Market listing standards. There can be no assurance that we will be able to maintain compliance with the shareholders’ equity requirement, the minimum bid price requirement, or any other applicable standard for continued listing on the Nasdaq Capital Market on an ongoing basis.

 

Authorized Share Capital Increase

 

At an extraordinary general meeting originally held on April 28, 2026 and reconvened on May 5, 2026 (the “May 2026 extraordinary general meeting”), our shareholders approved an increase in our authorized share capital from $121,500, divided into 9,000,000 ordinary shares with a par value of $0.0135 each, to $796,500, divided into 59,000,000 ordinary shares of a par value of $0.0135 each, thereby providing us with additional capacity to issue equity securities. This increase in our authorized share capital has enabled us to raise required capital through the induced warrant exercise transaction in May 2026 and should enable us to pursue additional financing activities, such as a potential additional public offering and sales of ordinary shares under the ATM Agreement, in order to finance our operations and maintain compliance with the Nasdaq minimum $2.5 million shareholders’ equity requirement.

Prospective Reverse Share Split

 

In May 2026, our board of directors approved, and at the May 2026 extraordinary general meeting, our shareholders approved, a reverse share split at a ratio of 1-for-10, subject to reduction of that ratio to the extent needed to comply with the Nasdaq listing requirement minimum for publicly held shares. That reverse share split will apply to our authorized share capital, including both all issued and outstanding, and all authorized but unissued, ordinary shares. The reverse share split will result in the consolidation of our authorized share capital from $796,500 divided into 59,000,000 ordinary shares of a par value of $0.0135 each, to $796,500 divided into 5,900,000 ordinary shares of a par value of $0.135 each. Our issued ordinary shares as of May 14, 2026, 4,189,954 issued and outstanding ordinary shares of a par value of $0.0135 will be consolidated into (as of May 14, 2026) 418,995 issued and outstanding ordinary shares of a par value of $0.135. Our authorized unissued ordinary shares will be consolidated from (as of May 14, 2026) 54,810,046 unissued shares of a par value of $0.0135 into 5,481,005 authorized unissued shares of a par value of $0.135. 

 

This reverse share split will be necessary in order to raise our share price and thereby enable us to avoid falling into non-compliance with the $1.00 minimum bid price requirement for listing on the Nasdaq Capital Market. If our share price were to close below $1.00 for 30 consecutive trading days, we would be subject to immediate delisting, subject to our ability to appeal that delisting to a Nasdaq hearings panel. Our maintenance of a share price that is comfortably above the $1.00 minimum bid price level is furthermore a key strategic interest of ours, as it will assist us in raising capital to continue to support our clinical trials. If we are unable to maintain a share price comfortably above the $1.00 level, we will likely be unable to attract desirable investors that provide financing on a timely basis. That, in turn, would require us to significantly curtail, delay, or discontinue one or more of our research, development or manufacturing programs or the commercialization of any product candidates, or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially adversely affect our business, financial condition, and results of operations.

 

We intend to effect the reverse share split as soon as practicable following the approval by our shareholders at the May 2026 extraordinary general meeting.

 

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 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.

Our general and administrative expenses have increased, and we expect that 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 stock exchange listing standards, public 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, or 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 period ended, March 31, 2026, as compared to the corresponding information for the three-month period ended, March 31, 2025.

 

 

Financial expenses, net

 

Financial expenses (income), net decreased by approximately $0.1 million, or 100%, to $0 million for the three-month period ended March 31, 2026 compared to $0.1 million for the three-month period ended March 31, 2025. The decrease was mainly due to a decrease in revaluation expenses of financial instruments (mainly promissory notes). 

 

Net loss

 

Net loss increased by approximately $1.0 million, or 58.8 %, to $2.7 million for the three-month period ended March 31, 2026, compared to $1.7 million for the three-month period ended March 31, 2025. The increase was mainly due to an increase in our research and development expenses mainly related to preparations for the human clinical trial and general and administrative expenses.

 

Liquidity and Capital Resources

 

Overview

 

Our capital requirements depend on many factors, including the timing and extent of spending to further develop SIL204 and conduct pre-clinical and clinical trials, support research and development efforts, investments in potential additional pipeline products, and increased overall compensation as we continue to hire additional personnel. For the three months ended March 31, 2026 and 2025, we had net losses of $2.7 million and $1.7 million, respectively. As of March 31, 2026, our cash and cash equivalents totaled $2.4 million.

 

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 funds from a PIPE in which Greenstar, LP, an affiliate of the Moringa sponsor, purchased Moringa ordinary shares that converted automatically into Silexion ordinary shares. 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, including 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 and September 2025 (as described below under “Public Offerings via H.C. Wainwright”);
	•	warrant exercise inducement transactions, which were completed in January 2025, August 2025 and May 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 an aggregate of 42,683 ordinary warrants and 445,000 Series B ordinary warrants issued in those respective offerings; and
	•	ongoing financings via the ATM Agreement, under which we raised approximately $0.08 million during March 2026 and furthermore received an investment from certain investors in an aggregate amount of $0.75 million during April 2026; and an amount of $0.33 million during May 2026
	•	ongoing financings via the ELOC Agreement (all of which were completed during the year ended December 31, 2024).

 

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 $12.0 million remains available for sale as of the date of this quarterly report, as well as potential additional public offerings of ordinary shares and (to the extent included in any such public offerings) pre-funded warrants and ordinary warrants.

 

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. 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(d) to our unaudited consolidated financial statements for the three-month period ended March 31, 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 March 31, 2026, and it is likely that investors would lose all or a part of their investment.

 

We have lease obligations and other contractual obligations and commitments as part of our ordinary course of business. See [“Note 5: Operating 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 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.

 

Public Offerings via H.C. Wainwright

 

On January 15, 2025 and January 17, 2025, and again on September 11, 2025 and September 12, 2025, 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” and “September 2025 Offering”, collectively, the “HCW Offerings”):  

 

•

in the January 2025 Offering, (i) 143,067 ordinary shares, (ii) 103,847 pre-funded warrants to purchase up to 103,847 ordinary shares and (iii) 246,914 ordinary warrants to purchase up to 246,914 ordinary shares, at purchase prices of $20.25 per ordinary share and accompanying ordinary warrant, and $20.25 per pre-funded warrant and accompanying ordinary warrant; and

 

•

in the September 2025 Offering, (i) 1,392,250 ordinary shares, (ii) 107,750 pre-funded warrants to purchase up to 107,750 ordinary shares, (iii) 1,500,000 Series A ordinary warrants, each to purchase one ordinary share, and (iv) 1,500,000 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 $4.00 per share and accompanying two ordinary warrants, and $3.9999 per pre-funded warrant and accompanying two ordinary warrants.

 

Aggregate gross proceeds from the January 2025 Offering and September 2025 Offering (without taking into account any proceeds from any future exercises of warrants) were approximately $5.0 million and $6.0 million, respectively.

The pre-funded warrants from the HCW Offerings were immediately exercisable at exercise prices of $0.0015 and $0.0001 for the January 2025 Offering and September 2025 Offering, respectively, per ordinary share, and did not expire until exercised in full. The ordinary warrants from the January 2025 Offering and September 2025 Offering had exercise prices of $20.25 and $4.00, respectively, per underlying ordinary share, and were immediately exercisable. The ordinary warrants from the January 2025 Offering and Series A ordinary warrants from the September 2025 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 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) 17,284 and 105,000 placement agent warrants to purchase up to 17,284 and 105,000 ordinary shares, respectively, in the two 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 $25.3125 and $5.00, 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.

 

The net proceeds to us from the HCW Offerings were approximately $4.25 million and $5.20 million before deducting estimated offering expenses payable by us. We are using the proceeds from the HCW Offerings to advance our pre-clinical and clinical studies, and for general corporate purposes.  

 

Induced Warrant Exercise Transactions

 

On January 29, 2025, July 31, 2025, and May 15, 2026, we entered into inducement offer letter agreements with holders of 148,102, 152,106, and 1,995,092, respectively, of our existing ordinary warrants. Those warrants had been issued in the January 2025 Offering, the January 2025 warrant exercise inducement transaction, the July 31/August 1, 2025 warrant exercise inducement transaction, and the September 2025 Offering. Under the warrant inducement offer letter agreements, on January 30, 2025, August 1, 2025, and May 15, 2026, the holders exercised those warrants for cash and purchased 148,102, 152,106, and 1,995,092 ordinary shares, respectively, at cash exercise prices of $20.25, $11.57 and $0.50 per share, respectively, and in consideration of our issuance to them of new ordinary warrants to purchase up to an aggregate of 148,102, 304,212, and 3,990,184 ordinary shares, respectively, at exercise prices of $22.50, $11.32, and $0.50, respectively, per share. In the January 2025 warrant exercise inducement transaction, the exercising holders also paid us an additional $1.88 per new ordinary warrant issued to them. We received aggregate gross proceeds of approximately $3.3 million, $1.8 million, and $1.0 million from the exercise of the existing warrants by the holders in January 2025, August 2025, and May 2026, respectively, before deducting placement agent fees and other offering expenses payable by us.

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 10,368, 10,647, and 139,656 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 $27.66 per share, $14.46, and $0.50 per share, respectively (125% of (i) the sum of the exercise price of the existing warrants exercised, and the additional $1.88 paid per new ordinary warrant, in the January 2025 transaction, (ii) the $11.57 exercise price of the existing warrants exercised, in the August 2025 transaction, and (iii) the $0.50 exercise price of the existing warrants exercised, in the May 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 at our reconvened extraordinary general meeting (in the case of the August 2025 induced warrant exercise transaction), and at approval by our shareholders of the induced warrant exercise transaction (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 the new ordinary warrants issued in the May 2026 induced warrant exercise transaction, of which 2,045,000 warrants, along with all placement agent warrants, have an exercise period of five years and 1,945,184 warrants 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.

 

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 are 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 to be initiated in the second quarter of 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 42,683 ordinary warrants issued in that offering and we issued 42,683 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 445,000 Series B ordinary warrants issued in that offering and we issued 445,000 underlying ordinary shares. The gross proceeds to our company from those warrant exercises was $1.78 million.

 

At-The-Market Offering Agreement

 

Prospectively, we expect to raise additional capital on an ongoing basis under our ATM. 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 $13,170,000 of our ordinary shares under the ATM, which ATM offering was registered under our Shelf Registration Statement. No sales were made under the ATM Agreement during the third or fourth quarters of 2025, in part due to customary standstill restrictions on subsequent offerings imposed upon us in connection with our September 2025 public offering. During the first quarter of 2026, we raised approximately $0.08 million (net of sales agent fees) from the sale of 64,080 ordinary shares under the ATM. Furthermore, on April and May 2026, we sold an aggregate of 679,845 and 1,088,255 ordinary shares to certain investors pursuant to the ATM Agreement, at a price per share of $1.14 and an average price of 0.32, raising aggregate proceeds of $0.75 and 0.33 million (net of sales agent fees), respectively.

 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.

 

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 18,519 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 18,519 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.

 

Issuance of, and Conversions Under, 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 $3,433,000, 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 is the 30-month anniversary of the Closing Date (i.e., February 15, 2027).

 

Amounts outstanding under the A&R Sponsor Promissory Note may 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. Silexion and the Moringa sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conduct 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 may 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 450,000 ordinary shares that we issued to the Moringa sponsor. As of March 31, 2026, the remaining principal amount outstanding under the A&R Sponsor Promissory Note was $1,633,000. On May 14, 2026, in connection with the May 2026 induced warrant exercise transaction and the sales under the ATM facility executed in May 2026, we converted $0.4 million of principal outstanding under the A&R Sponsor Promissory Note into 925,004 ordinary shares that we issued to the Moringa sponsor. Following the foregoing conversions under the Related Party Promissory Note, the remaining principal amount outstanding under the A&R Sponsor Promissory Note was $1,229,000 of the date of this filing.

 

The Moringa sponsor (which is controlled by our former director, Ilan Levin) has notified us that it disputes the conversion into ordinary shares under the terms of the convertible note and has demanded repayment of the note in full. We believe that the conversion was carried out in strict compliance with the substantive and procedural requirements of the note, and reject any claim to the contrary.

 

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 March 31, 2026, we had received IIA royalty-bearing grants totaling approximately $5.8 million (all of which was received from grants 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 March 31, 2026, the total royalty amount that may be payable by our company is approximately $5.8 million ($6.8 million, including interest).

Cash Flows

 

Cash flows for the three-month periods ended March 31, 2026 and 2025

 

The following table summarizes our cash flows for the periods indicated:

 

		Three-month period ended March 31,
		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			(3,646	)			(2,453	)
Net cash used in investing activities			-				(6	)
Net cash provided by financing activities			83				7,432
Net increase (decrease) in cash and cash equivalents and restricted cash		$	(3,563	)		$	4,973
Translation adjustments on cash and cash equivalents and restricted cash			(14	)			(10	)
Cash and cash equivalents and restricted cash at end of the period		$	2,498			$	6,233

 

Cash Used in Operating Activities

 

Net cash used in operating activities increased by approximately $1.1 million, or 44.0%, to $3.6 million for the three-month period ended March 31, 2026, compared to $2.5 million for the three-month period ended March 31, 2025. This increase was mainly due to an increase in prepayments attributed to R&D product development subcontractors and consultants, primarily related to the GMP batch manufacturing of our drug product, to support the initiation of the planned human clinical trial expected in the second quarter of 2026.

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities decreased by $7.3 million, or 98.6%, to approximately $0.1 million for the three-month period ended March 31, 2026, compared to $7.4 million for the three-month period ended March 31, 2025. This decrease was mainly due to our having raised only approximately $0.1 million (net of sales agent fees) of cash under the ATM in the three-month period ended March 31, 2026, as opposed to in the three-month period ended March 31, 2025, when we raised cash proceeds of (i) $5 million (offset in part by $0.7 million of issuance costs) in the January 2025 Offering, (ii) $0.9 million from the exercise of warrants, and (iii) $3.3 million from a warrant exercise inducement transaction (offset in part by $0.4 million of transaction expenses), each, as described above under “Liquidity and Capital Resources”, offset in part by $0.7 million of cash payments (the Settlement Prepayment Amount and the Remaining Amount) that we made under the EarlyBird Convertible Note in the three-month period ended March 31, 2025.

 

Funding Requirements

 

We expect to devote substantial financial resources to our ongoing and planned activities, particularly further development of SIL204 as we conduct our planned clinical trials.

 

Identifying potential product candidates and conducting pre-clinical testing and clinical trials is a time-consuming, expensive, and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. 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...”.

 

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 March 31, 2026, we had cash and cash equivalents of $2.4 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 preclinical and clinical development of our products, (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 months ended March 31, 2026 included in this quarterly report without additional financing, and, 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 quarter ended March 31, 2026, including, without limitation, plans to raise additional capital. Our financial information throughout this quarterly report, and our financial statements for the quarter ended March 31, 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 quarter ended March 31, 2026 do not include any adjustments that might result from the outcome of this uncertainty.

 

We currently estimate that our existing cash and cash equivalents are sufficient to fund business operations for only several months from the filing date of this quarterly report.

 

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 March 31, 2026 balance sheet date of the unaudited financial statements for the quarter ended March 31, 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 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 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 and September 2025, warrant exercise inducement transactions similar to those completed in late January 2025, early August 2025, and May 2026, ordinary-course sales of ordinary shares into the market pursuant to the ATM Agreement, 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. 

 

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, the ATM or conversions under the A&R Sponsor Promissory Note;

 

•

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 period ended March 31, 2026 included in this quarterly report.

 

The preparation of our unaudited condensed consolidated financial statements for the three-month period ended March 31, 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 period ended March 31, 2026 and 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 period ended March 31, 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 period ended March 31, 2026 and consolidated financial statements for the year ended December 31, 2025.

 

The critical accounting estimates relate to the following:

 

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. In 2025, the fair value of the A&R Sponsor Promissory Note is 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, valuation technique was changed to a Monte Carlo simulation framework to model the expected conversion price at the Promissory Note’s maturity date, which is based on a contractual 20-day average closing price mechanism.

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 period ended March 31, 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.

 

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 March 31, 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 March 31, 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 March 31, 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 March 31, 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.

 

None.

 

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. As of the date of this quarterly report, there have been no material changes to those risk factors.  

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

(a) Recent Sales of Unregistered Securities

 

There were no sales of equity securities by the Company during the three months ended March 31, 2026 that were not registered 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.

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 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)
3.1.5		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)
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.

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: May 15, 2026	/s/ Ilan Hadar
	Name:	Ilan Hadar
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)
Date: May 15, 2026	/s/ Mirit Horenshtein-Hadar
	Name:	Mirit Horenshtein-Hadar
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

22