Silence Therapeutics plc
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended March 31,2025
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ____________ to ____________
Commission File Number:001-39487
Silence Therapeutics plc
(Exact name of registrant as specified in its charter)
| England and Wales | Not Applicable |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 72 Hammersmith Road | |
| London, United Kingdom | W14 8TH |
| (Address of principal executive offices) | (Zip Code) |
+44 20 3457 6900
(Registrant’s telephone number, including area code)
(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 |
|---|---|---|
| American Depository Shares, each representing one ordinary share, nominal value £0.05 per share | SLN | The Nasdaq Stock Market LLC |
| Ordinary Share, nominal value £0.05 per share* | * | The Nasdaq Stock Market LLC* |
*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (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 April 30, 2025, the registrant had 141,690,850 ordinary shares (including ordinary shares in the form of American Depositary Shares) outstanding, nominal value £0.05 per share per share.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include, but are not limited to, statements about:
the development of our product candidates, including statements regarding the timing of initiation, completion and the outcome of preclinical studies or clinical trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;
our ability to obtain and maintain regulatory approval of our product candidates in the indications for which we plan to develop them, and any related restrictions, limitations or warnings in the label of an approved drug or therapy;
our plans to collaborate, or statements regarding the ongoing collaborations, with third parties;
our plans to research, develop, manufacture and commercialize our product candidates;
the timing of our regulatory filings for our product candidates;
the size and growth potential of the markets for our product candidates;
our ability to raise additional capital;
our commercialization, marketing and manufacturing capabilities and strategy;
our expectations regarding our ability to obtain and maintain intellectual property protection;
our ability to attract and retain qualified employees and key personnel;
our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;
our estimates regarding future revenue, expenses and needs for additional financing;
our belief that our existing cash, cash equivalents and future anticipated milestone payments from our existing collaborations will be sufficient to fund our operating expenses and capital expenditure requirements into 2028; and
regulatory developments in the United States, United Kingdom, European Union, or EU, and other jurisdictions.
Any forward-looking statements in this Quarterly Report reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report, if any, our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 27, 2025, and in other SEC filings. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.
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TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | Page | |
|---|---|---|
| ITEM 1. | Financial Statements (Unaudited) | 1 |
| Condensed Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024 | 1 | |
| Condensed Consolidated Statements of Operations for the three months ended March 31, 2025, and 2024 Condensed Comprehensive Loss for the three months ended March 31, 2025, and 2024 | 2 | |
| Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2025, and 2024 | 4 | |
| Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025, and 2024 | 5 | |
| Notes to the Condensed Consolidated Financial Statements | 6 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 26 |
| ITEM 4. | Controls and Procedures | 26 |
| PART II – OTHER INFORMATION | ||
| ITEM 1. | Legal Proceedings | 28 |
| ITEM 1A. | Risk Factors | 28 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30 |
| ITEM 3. | Defaults Upon Senior Securities | 30 |
| ITEM 4. | Mine Safety Disclosures | 30 |
| ITEM 5. | Other Information | 30 |
| ITEM 6. | Exhibits | 31 |
| Signatures | 32 | |
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