Silexion Therapeutics Corp
For the period ended Mar 31, 2025. Filed May 13, 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 13, 2025
SLXN$0.15+1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001178913-24-003686
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001178913-25-001761
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 107 current paragraphs.
30 unchanged; 42 reworded; 35 added; 54 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 36 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
Introductory Note
Current report
On August 15, 2024, the Closing of the Business Combination by and among our company (also referred to as the “combined company” and “New Silexion”) and our two wholly-owned subsidiaries— Silexion Therapeutics Ltd., an Israeli company (“Silexion”), and Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”)— occurred pursuant to the Business Combination Agreement. Unless the context otherwise requires, references to the “Company,” “we,” “us” and “our” in this MD&A generally refer to: (i) for all periods preceding, and through the Closing of, the Business Combination, Silexion, and, (ii) for all periods following the Closing, New Silexion.
Current report
In addition to ongoing financings via the ELOC, as a public company, we have raised capital via the public offering of ordinary shares and/or pre-funded warrants, together with ordinary warrants, having completed our first public offering following the Closing in January 2025, which raised gross proceeds of approximately $5.0 million. As a follow-up to that public offering, later in January 2025, we completed an induced exercise of ordinary warrants, which raised gross proceeds of approximately $3.3 million, before deducting placement agent fees and other offering expenses. H.C. Wainwright served as the exclusive placement agent for each of those transactions. Those transactions are described in further detail below in this MD&A under “Liquidity and Capital Resources”.
Current report
Reverse Share Split
Current report
On November 27, 2024, we effected a 1-for-9 reverse share split of our authorized ordinary shares, including our issued and outstanding ordinary shares, with a market effective date of November 29, 2024. Unless specifically provided otherwise herein, all historical share, per share and related option and warrant data during any period (including the quarter ended March 31, 2024, which is used comparatively to the quarter ended March 31, 2025) prior to the reverse share split 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 the reverse share split.
Current report
Components of our Results of Operations
Current report
Research and Development Expenses
Current report
General and Administrative Expenses
Current report
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 Silexion’s financial condition and results of operations as of, and for the three-month period ended, March 31, 2024, as compared to the corresponding information for the combined company as of, and for the three-month period ended, March 31, 2025.
Current report
Research and Development Expenses
Current report
Research and development expenses decreased by approximately $0.4 million, or 40.0%, to $0.6 million for the three-month period ended March 31, 2025, compared to $1.0 million for the three-month period ended March 31, 2024. The decrease resulted mainly from a decrease in subcontractors and consultants expenses, in an amount of $0.5 million, as the comparative quarter from 2024 included development activities related to our Application Programming Interface, or API, whereas the current quarter focused on API manufacturing, with the related costs expected to be recognized in the next quarter, partly offset by an increase in payroll and payroll-related expenses of $0.1 million due to additional headcount and increases in salaries following the Closing of the Business Combination in August 2024.
Current report
General and Administrative Expenses
Current report
Net loss increased by approximately $0.3 million, or 21.4%, to $1.7 million for the three-month period ended March 31, 2025, compared to $1.4 million for the three-month period ended March 31, 2024. The increase was mainly due to an increase in our general and administrative expenses related to our status as a public company, partly offset by a decrease in research and development expenses.
Current report
To date, our principal sources of liquidity have evolved together with our progression as a company. As a private company, we 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 Simple Agreement for Future Equity (SAFE) financings. Upon the Closing of the Business Combination, we raised funds from a PIPE in which Greenstar, LP, an affiliate of the sponsor of Moringa (the “Moringa sponsor” or the “sponsor”), purchased Moringa ordinary shares that converted automatically into New Silexion ordinary shares (as described below under “PIPE Financing”). Following the Closing, as a public company with ordinary shares and warrants registered under the Exchange Act and trading on Nasdaq, we have obtained financing in an ongoing manner, from time to time, under the ELOC, pursuant to which we have issued ordinary shares to the ELOC Investor which has resold those shares into the open market (as described below under “ELOC Financing”). We have furthermore completed a registered public offering of ordinary shares and/or pre-funded warrants, along with ordinary warrants, in January 2025 (as described below under “Public Offering via H.C. Wainwright”), and have raised additional funds from the induced exercise of ordinary warrants issued in that offering, which was completed later in January 2025 (please see “Induced Warrant Exercise Transaction”below for further information).
Current report
Public Offering via H.C. Wainwright
Current report
On January 15, 2025 and January 17, 2025, we priced and closed, respectively, a registered public offering in which we offered and sold, on a best efforts basis, with H.C. Wainwright & Co., LLC (“HCW”) as the sole placement agent (the “HCW Offering”), (i) 2,145,998 ordinary shares, (ii) 1,557,705 pre-funded warrants to purchase up to 1,557,705 ordinary shares and (iii) 3,703,703 ordinary warrants to purchase up to 3,703,703 ordinary shares, at a purchase price of $1.35 per share and accompanying ordinary warrant, and $1.3499 per pre-funded warrant and accompanying ordinary warrant. Aggregate gross proceeds from the HCW Offering (without taking into account any proceeds from any future exercises of warrants) were approximately $5.0 million.
Current report
The pre-funded warrants were immediately exercisable at an exercise price of $0.0001 per ordinary share and did not expire until exercised in full. The ordinary warrants have an exercise price of $1.35 per ordinary share, were immediately exercisable, and could be exercised for five years from issuance.
Current report
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.
Current report
Certain investors in the HCW Offering entered into a definitive securities purchase agreement with us, under which we agreed to abide by certain customary standstill restrictions for a period of 60 days following the closing of the HCW Offering. In addition, subject to limited exceptions, the agreement provides that for a period of one year following the closing of the HCW Offering, we will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the agreement.
Current report
In accordance with our engagement agreement with HCW, we paid to HCW an aggregate cash placement agent fee equal to 7.0% of the gross proceeds received by us in the HCW Offering, as well as a management fee equal to 1.0% of the gross proceeds raised in the HCW Offering. We also reimbursed HCW for certain of its expenses in connection with the offering. Pursuant to the engagement agreement, we also issued to HCW (or its designees) 259,259 placement agent warrants to purchase up to 259,259 ordinary shares, representing 7.0% of the sum of the shares and pre-funded warrants sold in the HCW Offering. Those placement agent warrants have an exercise price of $1.6875 per ordinary share (representing 125% of the public offering price per share and accompanying ordinary warrant), are exercisable for five years from the date of the commencement of sales in the HCW Offering, and otherwise reflect substantially the same terms as the ordinary warrants sold in the HCW Offering.
Current report
The net proceeds to us from the HCW Offering were approximately $4.26 million after deducting estimated offering expenses payable by us. We are using the proceeds from the HCW Offering to advance our pre-clinical clinical studies, and for general corporate purposes.
Current report
Induced Warrant Exercise Transaction
Current report
On January 29, 2025, we entered into an inducement offer letter agreement with holders of 2,221,523 of our existing ordinary warrants that had been issued in the HCW Offering, under which, on January 30, 2025, those holders exercised those warrants for cash and purchased 2,221,523 ordinary shares at a cash exercise price of $1.35 per share and in consideration of our issuance to them of new ordinary warrants to purchase up to an aggregate of 2,221,523 ordinary shares at an exercise price of $1.50 per share. The exercising holders also paid us an additional $0.125 per new ordinary warrant issued to them. We received aggregate gross proceeds of approximately $3.3 million from the exercise of the existing warrants by the holders, before deducting placement agent fees and other offering expenses payable by us.
Current report
We engaged HCW to act as our exclusive placement agent in connection with the transactions contemplated by the inducement letter and paid HCW a cash fee equal to 7.0% of the aggregate gross proceeds received from the holders’ exercise of their existing ordinary warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of those warrants. We also issued to HCW or its designees placement agent warrants to purchase up to 155,507 ordinary shares (representing 7.0% of the existing ordinary warrants that were exercised), which have the same terms as the new warrants issued in the transactions, except that the placement agent warrants have an exercise price equal to $1.8438 per share (125% of the sum of the exercise price of the existing warrants exercised in the transactions and the additional $0.125 paid per new ordinary warrant in the transactions). Similar to the new ordinary warrants issued to investors in the transactions, the placement agent warrants are immediately exercisable from the date of issuance until the 24-month anniversary of the effective date of the resale registration statement to be filed to cover the resale of shares underlying the new warrants (as described below). We also paid certain fees and expenses in connection with the induced warrant exercise transactions.
Current report
Upon exercise for cash of any new warrants issued to investors in the transactions, in certain circumstances, we will (i) pay to HCW 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 HCW warrants representing 7.0% of the ordinary shares issued to the investors upon such cash exercise of the new warrants.
Current report
We are using the net proceeds from these transactions for general corporate purposes.
Current report
Through the date hereof, we have issued and sold an aggregate of 763,713 ordinary shares (which includes the foregoing 40,602 ordinary shares issued as a commitment fee) to the ELOC Investor under the ELOC Agreement for aggregate proceeds to us of approximately $3.1 million.
Current report
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 277,777 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.
Current report
On March 17, 2025, EBC sold all 277,777 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.
Current report
We currently estimate that our existing cash and cash equivalents are sufficient to fund business operations into the fourth quarter of 2025.
Current report
Smaller Reporting Company Status
Current report
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.
Current report
Emerging Growth Company Status
Current report
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.
Current report
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.
Removed paragraphs (54)
Previous report
The following discussion and analysis of our financial condition and results of operations should be read together with (i) our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report, (ii) Silexion’s audited financial statements and related notes thereto as of, and for the year ended, December 31, 2023, which were included in the proxy statement/prospectus, and (iii) the unaudited pro forma condensed combined financial information of New Silexion as of June 30, 2024, and for the year ended December 31, 2023 and six months ended June 30, 2024, which was attached as Exhibit 99.2 to the Super Form 8-K.
Previous report
In the near future, our operations— conducted almost exclusively through Silexion— will be funded from one or more of a number of alternative sources:
Previous report
Recent Developments Impacting Our Financial Condition and Outlook
Previous report
Through the date of this Quarterly Report, we have sold an aggregate of 4,294,000 ordinary shares to the ELOC Investor for net proceeds (after payment of commissions and expenses to the ELOC Investor) of $2.5 million, in the aggregate.
Previous report
The foregoing summary is qualified in its entirety by the full text of the ELOC Agreement, a copy of which was attached as Exhibit 10.3.1 to the Super Form 8-K.
Previous report
The EarlyBird Convertible Note bears interest at a rate of 6% per annum and matures on December 31, 2025. If not repaid on or prior to that maturity date or such earlier date as to which the repayment obligation may be accelerated under the note, or not converted in accordance with the terms thereof, the rate of interest applicable to the unpaid principal amount would be adjusted to (15%) per annum. We are required to make mandatory prepayments on the note (which shall first be applied to accrued interest and then to principal) from time to time in amounts equal to ten percent (10%) of the gross proceeds received by us from any equity financings consummated by us prior to the maturity date. We are entitled to voluntarily prepay any additional part of, or all of, the principal and accrued interest, in one or more installments without penalty, prior to the maturity date.
Previous report
EarlyBirdCapital, in turn, may elect, at its sole discretion, at any time on or prior to the maturity date, to elect to convert all or part of the then outstanding principal and/or accrued interest under the EarlyBird Convertible Note into ordinary shares, at a per share conversion price equal to 95% of the volume weighted average price of an ordinary share for the five trading days immediately prior to the date of our receipt of a conversion notice, provided, however, we are not required to issue, and EarlyBirdCapital may not elect to convert the principal and/or accrued interest into an aggregate number of ordinary shares that would exceed the maximum number of ordinary shares permitted by Section 5635 of the Nasdaq Listing Rules to be issued without the approval of our shareholders, unless such approval is obtained.
Previous report
Through the date of this Quarterly Report, we have made one payment of $100,000 to EarlyBirdCapital due to amounts raised by us under the ELOC.
Previous report
The foregoing summary is qualified in its entirety by the full text of the final invoice provided by EarlyBirdCapital under the Marketing Agreement at the Closing, and the EarlyBird Convertible Note, which serve as Exhibits 10.1.1 and 10.1.2 to the Super Form 8-K.
Previous report
PIPE Financing
Previous report
The funds raised from the PIPE Financing, together with remaining funds in the trust account after payments to redeeming public shareholders, were used for financing support for Moringa and New Silexion, as well as for payment to service providers to whom outstanding amounts were owed by Moringa, including parties that had provided financial advisory services and capital markets advisory services to Moringa during the period leading up to the Closing.
Previous report
The foregoing summary is qualified in its entirety by the full text of the PIPE Agreement, a copy of which was attached as Exhibit 10.2 to the Super Form 8-K.
Previous report
The foregoing summary provides only a brief description of the A&R Sponsor Promissory Note and is qualified in its entirety by the full text of the A&R Sponsor Promissory Note, a copy of which was attached as Exhibit 10.5 to the Super Form 8-K.
Previous report
Components of Silexion’s Results of Operations
Previous report
In this section, the components of, and the actual, results of operations that are presented are:
Previous report
Unless the context requires otherwise, references to “we”, “us” or “our” (or similar terms) should be understood in accordance with the above three bullet points.
Previous report
Financial expenses (income), net
Previous report
Comparison of nine-month periods ended September 30, 2024 and 2023
Previous report
The following table summarizes our research and development expenses for the nine-month periods ended September 30, 2024 and 2023:
Previous report
Research and development expenses increased by approximately $2.4 million, or 96%, to $4.9 million for the nine-month period ended September 30, 2024, compared to $2.5 million for the nine-month period ended September 30, 2023. The increase resulted mainly from an increase in non-cash share-based compensation expenses in an amount of $2.4 million and from an increase in payroll and related expenses in an amount of $0.2 million.
Previous report
Research and development expenses for the nine-month periods ended September 30, 2024 and September 30, 2023 included approximately $0.2 million and $0.9 million, respectively, related to the development of Loder, and $4.7 million and $1.6 million, respectively, related to the development of SIL-204B. Aggregate research and development expenses since inception for our Loder program, as of September 30, 2024 and as of September 30, 2023, were approximately $18.4 million and $18.3 million, respectively. Aggregate research and development expenses since inception for the SIL-204B program, as of September 30, 2024 and as of September 30, 2023, were approximately $8.3 million and $2.2 million, respectively.
Previous report
General and administrative expenses increased by approximately $5.2 million, or 1,040%, to $5.7 million for the nine-month period ended September 30, 2024, compared to $0.5 million for the nine-month period ended September 30, 2023. The increase resulted mainly from an increase in non-cash share-based compensation expenses in an amount of $3.4 million, an increase in professional services costs primarily related to one-time legal, accounting, and other expenses associated with the costs of becoming a public company and the SPAC merger in an amount of $1.0 million, and an increase in payroll and related expenses in an amount of $0.7 million.
Previous report
Financial expenses, net increased by approximately $3.7 million, or 925%, to an expense of $4.1 million for the nine-months ended September 30, 2024 compared to an expense of $0.4 million for the nine months ended September 30, 2023. This increase was mainly due to an increase in an amount of $4.8 million in one-time loss upon entering Transactions expenses, offset in part by (i) an increase in revaluation income of financial instruments (warrants and promissory notes) in an amount of $0.9 million, and (ii) a decrease in foreign exchange loss in an amount of $0.3 million for the nine-month period ended September 30, 2024.
Previous report
Net loss increased by approximately $11.4 million, or 335.3%, to $14.8 million for the nine-month period ended September 30, 2024, compared to $3.4 million for the nine-month period ended September 30, 2023. The increase was mainly due to an increase in our research and development expenses, general and administrative expenses, and financial expenses including significant non-cash items related to share-based compensation, transaction costs and costs related to becoming a public company.
Previous report
Research and development expenses increased by approximately $2.7 million, or 540%, to $3.2 million for the three-month period ended September 30, 2024, compared to $0.5 million for the three-month period ended September 30, 2023. The increase resulted mainly from an increase in non-cash share-based compensation expenses in an amount of $2.4 million and from an increase in payroll and related expenses in an amount of $0.3 million.
Previous report
Research and development expenses for the three-month periods ended September 30, 2024 and September 30, 2023 included approximately $0.01 million and $0.4 million, respectively, related to the development of Loder, and $3.2 million and $0.2 million, respectively, related to the development of SIL-204B.
Previous report
Financial expenses, net increased by approximately $3.7 million, or 3,700% to expense of $3.8 million for the three-month period ended September 30, 2024 compared to financial expenses, net of $0.1 million for the three-month period ended September 30, 2023. This increase was mainly due to an increase in an amount of $4.8 million in one-time loss upon entering Transactions, offset, in part, by an increase in revaluation income of financial instruments (warrants and promissory notes) in the amount of $1.1 million.
Previous report
Net loss
Previous report
Net loss increased by approximately $11.1 million, or 1,387.5%, to $11.9 million for the three-month period ended September 30, 2024, compared to $0.8 million for the three-month period ended September 30, 2023. The increase was mainly due to an increase in our research and development expenses, general and administrative expenses, and financial expenses including significant non-cash items related to share-based compensation, transaction costs and costs related to becoming a public company.
Previous report
ELOC
Previous report
The ELOC has served as the primary source of financing for us in the period following the Closing of the Business Combination and effectiveness of the registration statement that was filed pursuant to the ELOC Registration Rights Agreement. Please see “Overview-Recent Developments Impacting Our Financial Condition and Outlook- ELOC Financing” in this Item 2 for more information.
Previous report
PIPE Financing
Previous report
We raised $2.0 million from the PIPE Financing as an additional source of financing for Silexion in the period following the Business Combination, which was completed immediately prior to the Closing. Please see “Overview-Recent Developments Impacting Our Financial Condition and Outlook- PIPE Financing” in this Item 2 for more information
Previous report
Cash flows for the nine-month period ended September 30, 2024 and 2023
Previous report
Net cash used in operating activities increased by approximately $2 million, or 285.7%, to $2.7 million for the three-month period ended September 30, 2024, compared to $0.7 million for the three-month period ended September 30, 2023. This increase was mainly from an increase of $11.1 million in the net loss for the three-month period ended September 30, 2024, and from an increase of $0.4 million in change of net working capital, offset by (i) an increase of $5.8 million in non-cash share-based compensation and (ii) an increase of $3.6 million in non-cash financial expenses included in the net loss.
Previous report
Cash Flows from Investing Activities
Previous report
Net cash provided by (used in) investing activities decreased by $0.6 million, or 100%, to $0 million for the nine-month period ended September 30, 2024, compared to $0.6 million of cash provided by investing activities in the nine-month period ended September 30, 2023. This decrease was mainly due to a reduction in short-term deposits in an amount of $0.5 million, which cash was used for operating activities.
Previous report
Net cash provided by financing activities increased by $2.4 million, or 480%, to approximately $2.9 million for the nine-month period ended September 30, 2024, compared to $0.5 million the nine-month period ended September 30, 2023. This increase was mainly due to an increase in cash received from transactions upon the closing of the Business Combination in an amount of $2.3 million and from an increase in proceeds from issuance of ordinary shares under the ELOC in an amount of $0.6 million, offset by a decrease of $0.5 million in proceeds from issuance of preferred shares, occurred in the nine-month period ended September 30, 2023.
Previous report
Cash Flows from Operating Activities
Previous report
Cash Flows from Investing Activities
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Reworded paragraphs (42)
Previous wording
. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current wording
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 II, Item 1.A. Risk Factors” in this quarterly 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.
Previous wording
We conduct operations primarily through our principal subsidiary— Silexion— which is a clinical-stage, oncology-focused biotechnology company engaged in the discovery and development of proprietary treatments for KRAS-driven cancers. The KRAS gene is an oncogene that is involved in the regulation of cell division as a result of its ability to relay external signals to the cell nucleus. Based on its research of refractory solid tumor cancers, Silexion is actively developing a platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics. Silexion’s lead product candidate, SIL-204B, consists of locally administered small interfering RNAs, or siRNA, in an extended-release formulation, as a first-line treatment of locally advanced pancreatic cancer patients, in combination with standard-of-care chemotherapy.
Current wording
We conduct operations primarily through our principal subsidiary— Silexion— which is a clinical-stage, oncology-focused biotechnology company engaged in the discovery and development of proprietary treatments for cancers driven by Kirsten rat sarcoma viral oncogene homolog (”KRAS”). The KRAS gene is an oncogene that is involved in the regulation of cell division as a result of its ability to relay external signals to the cell nucleus. Based on our research of refractory solid tumor cancers, we are actively developing a platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics. Our lead product candidate, SIL204, consists of locally administered small interfering RNAs, or siRNA, in an extended-release formulation or solution, as a first-line treatment of locally advanced pancreatic cancer patients, in combination with standard-of-care chemotherapy.
Previous wording
To date, our principal sources of liquidity have been proceeds from private offerings of our (or Silexion’s, for periods prior to the Business Combination) ordinary shares and convertible preferred shares, grants from the Israeli Innovation Authority, and issuance of convertible financing agreements (CFA) and Simple Agreement for Future Equity (SAFE).
Current wording
Prior to the Business Combination, Silexion financed its operations primarily with the net proceeds from private offerings of its ordinary shares and convertible preferred shares, convertible financing agreements and Simple Agreement for Future Equity (SAFE) financings, and royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) (which grants totaled $5.8 million through March 31, 2025).
Previous wording
In connection with, and immediately prior to the Closing of, the Business Combination, Moringa raised $2.0 million via a private investment in public entity financing (the “PIPE Financing”), whereby Moringa sold to Greenstar, LP, an affiliate of the Moringa sponsor (the “PIPE Investor”), 200,000 newly issued Moringa ordinary shares at a price of $10.00 per share, pursuant to a subscription agreement, dated as of August 15, 2024, by and among Moringa, New Silexion and the PIPE Investor (the “PIPE Agreement”). Those 200,000 shares automatically converted upon the Closing of the Business Combination into an equivalent number of New Silexion ordinary shares (the “PIPE Shares”).
Current wording
Upon the Closing of the Business Combination, we raised $2.0 million via a private investment in public entity (PIPE) financing, whereby Moringa sold to Greenstar, LP, an affiliate of the sponsor of Moringa, 22,223 newly issued Moringa ordinary shares, at a price of $90.00 per share, which shares converted into an equivalent number of New Silexion ordinary shares at the Closing, Also in connection with the Closing, we entered into the ELOC Agreement with White Lion, which provided us with an equity line of credit of up to $15.0 million (the “ELOC”).We have utilized the ELOC for financings from time to time since the Closing of the Business Combination, having raised an aggregate of $3.1 million from the ELOC through March 31, 2025.
Previous wording
To date, Silexion has financed its operations primarily with the net proceeds from private offerings of its ordinary shares and convertible preferred shares, grants from the Israeli Innovation Authority (the “IIA”), convertible financing agreements and Simple Agreement for Future Equity (SAFE) financings, and royalty-bearing grants from the IIA (which totaled $5.8 million through September 30, 2024). Since its inception, Silexion has incurred significant operating losses. Silexion’s net losses were $5.1 million and $3.5 million for the years ended December 31, 2023 and December 31, 2022, respectively. The combined company’s net losses (consisting of Silexion’s net losses for all periods through the Business Combination, and the combined company's net losses for all periods after) were $14.8 million and $3.4 million for the nine-month periods ended September 30, 2024, and 2023, respectively. As of September 30, 2024, we had an accumulated deficit of $41.6 million (reflecting Silexion's accumulated deficit for all periods through August 15, 2024 and the combined company's accumulated deficit from August 16, 2024 through September 30, 2024). Silexion has not recognized any revenue to date.
Current wording
Since our inception, we have incurred significant operating losses. Our net losses (consisting of Silexion’s net losses for all periods through the Business Combination, and the combined company's net losses for all periods after) were $1.7 million and $16.5 million for the three-month period ended March 31, 2025 and the year ended December 31, 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $45 million (reflecting Silexion’s accumulated deficit for all periods through August 15, 2024 and the combined company's accumulated deficit from August 16, 2024 through March 31, 2025). We have not recognized any revenue to date.
Previous wording
We expect to continue to incur significant expenses and operating losses for the foreseeable future. The net losses that 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 SIL-204 and initiate pre-clinical and clinical trials, support research and development efforts, investments in potential additional pipe-line products, and increased overall compensation as we continue to hire additional personnel. We anticipate that our expenses will increase if and as we:
Current wording
We expect to continue to incur significant expenses and operating losses for the foreseeable future. The net losses it incurs 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 pre-clinical and clinical trials, support research and development efforts, investments in potential additional pipe-line products, and increased overall compensation as we continue to hire additional personnel. We anticipate that our expenses will increase if and as we:
Previous wording
Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of payroll and related expenses, payroll taxes and other employee benefits including share-based compensation related to employees, subcontractors, lab expenses, preclinical and clinical trials cost, material costs and consulting fees.
Current wording
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.
Previous wording
We expect to continue to invest in research and development to develop SIL-204, 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.
Current wording
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.
Previous wording
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, finance, human resource services, travel expenses and other consulting fees.
Current wording
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.
Previous wording
We expect that our general and administrative expenses will increase in the future to 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.
Current wording
We expect that our general and administrative expenses will continue to increase in the future to 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.
Previous wording
The finance expenses consisted primarily of change in fair value of warrants and financial liabilities measured at fair value (including promissory notes), issuance costs, interest income and exchange rate differences expenses.
Current wording
Finance expenses consist primarily of changes in fair value of financial liabilities measured at fair value, interest expenses, and exchange rate differences expenses.
Previous wording
General and administrative expenses increased by approximately $4.6 million, or 2,300%, to $4.8 million for the three-month period ended September 30, 2024, compared to $0.2 million for the three-month period ended September 30, 2023. The increase resulted mainly from an increase in non-cash share-based compensation expenses in an amount of $3.4 million, an increase in professional services costs primarily related to one-time legal, accounting, and other expenses associated with the costs of becoming a public company and the SPAC merger in an amount of $0.6 million, and an increase in payroll and related expenses in an amount of $0.5 million.
Current wording
General and administrative expenses increased by approximately $0.8 million, or 266.7%, to $1.1 million for the three-month period ended March 31, 2025, compared to $0.3 million for the three-month period ended March 31, 2024. The increase resulted mainly from an increase of $0.2 million in payroll and payroll-related expenses due to headcount growth and an increase in salaries following the Closing of the Business Combination in August 2024. Additionally, there was an increase in professional services costs in an amount of $0.4 million primarily related to legal, accounting, and other expenses associated with the costs of financing activities as a public company subsequent to the Closing of the Business Combination.
Previous wording
Net cash provided by (used in) investing activities decreased by $0.1 million, or 100%, to $0.0 million for the three-month period ended September 30, 2024, compared to cash provided by investing activities of $0.1 million for the three-month period ended September 30, 2023. This decrease was mainly due to sales of property and equipment in the amount of $0.1 million in the three-month period ended September 30, 2023 (which sales were not repeated in the three-month period ended September 30, 2024).
Current wording
Financial expenses, net decreased by approximately $0.1 million, or 50.0%, to $0.1 million for the three-month period ended March 31, 2025 compared to $0.2 million for the three-month period ended March 31, 2024. This decrease was mainly due to a decrease in foreign exchange losses in an amount of $0.1 million.
Previous wording
Our capital requirements will depend on many factors, including the timing and extent of spending to further develop our SIL-204 and initiate pre-clinical and clinical trials, support research and development efforts, investments in potential additional pipe-line products, and increased overall compensation as we continue to hire additional personnel. For the nine-month periods ended September 30, 2024 and 2023, we (or Silexion, as applicable) had a net loss of $14.8 million and $3.4 million, respectively. As of September 30, 2024, our cash and cash equivalents totaled $2.0 million.
Current wording
Our capital requirements will depend on many factors, including the timing and extent of spending to further develop SIL204 and initiate pre-clinical and clinical trials, support research and development efforts, investments in potential additional pipe-line products, and increased overall compensation as we continue to hire additional personnel. For the three-month period ended March 31, 2025 and the year ended December 31, 2024, we had net losses of $1.7 million and $16.5 million, respectively. As of March 31, 2025, our cash and cash equivalents totaled $6.2 million.
Previous wording
Based on our current business plan, we believe that current cash and cash equivalents will not be sufficient to meet our anticipated cash requirements for the next 12 months. We will need to raise additional capital to finance our operations, expand our business and pipeline, or for other reasons.
Current wording
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 from the date of this quarterly report. We will need to raise additional capital to finance our operations, expand our business and pipeline, or for other reasons.
Previous wording
Silexion’s audited consolidated financial statements for the year ended December 31, 2023 included in the proxy statement/prospectus, and our unaudited condensed financial statements for the nine-month period ended September 30, 2024 included in this Quarterly Report, note that there is substantial doubt about Silexion’s or our (as applicable) ability to continue as a going concern as of such date; and in its report accompanying Silexion’s audited consolidated financial statements included in the proxy statement/prospectus, Silexion’s independent registered public accounting firm included an explanatory paragraph stating that Silexion’s recurring losses from operations and its cash outflows from operating activities raise substantial doubt as to its ability to continue as a going concern. This means that Silexion’s management and its independent registered public accounting firm have expressed substantial doubt about Silexion’s ability to continue its operations without an additional infusion of capital from external sources. Silexion’s unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that may be necessary should Silexion be unable to continue as a going concern. If we are unable to finance our operations (conducted via Silexion), 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 were carried on our unaudited condensed financial statements for the nine-month period ended September 30, 2024, and it is likely that investors would lose all or a part of their investment.
Current wording
Note 1(h) to our unaudited consolidated financial statements for the three-month period ended March 31, 2025 included in this quarterly report and Note 1(j) to our audited consolidated financial statements for the year ended December 31, 2024 included in our annual report for that fiscal year 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 our annual report on Form 10-K for the year ended December 31, 2024, 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, 2025, and it is likely that investors would lose all or a part of their investment.
Previous wording
We have lease obligations and other contractual obligations and commitments as part of its ordinary course of business. See “Note 4: Operating Leases” and “Note 6: Commitments and Contingent Liabilities” to Silexion’s consolidated financial statements for the year ended December 31, 2023 (as contained in the proxy statement/prospectus) for information about our (then Silexion’s) lease obligations.
Current wording
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 audited consolidated financial statements for the year ended December 31, 2024 (contained in our annual report on Form 10-K for that year) for information about our lease obligations.
Previous wording
We did not have during the periods presented, and 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 its financial condition, results of operations, liquidity, cash requirements or capital resources.
Current wording
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.
Previous wording
In connection with the Closing of the Business Combination, we entered into an ordinary share purchase agreement, dated August 13, 2024, but effective as of the Closing (the “ELOC Agreement”), for an equity line of credit (the “ELOC”) with White Lion Capital, LLC (the “ELOC Investor”). Under the ELOC, we have the right to request to sell to the ELOC Investor, and the ELOC Investor is required to purchase, via private placement transactions, up to $15.0 million of our ordinary shares from time to time after the Closing, up until December 31, 2025 (unless the agreement is terminated sooner), subject to certain limitations and conditions as described therein. The number of ordinary shares that we may require the ELOC Investor to purchase in any single sales notice depends on a number of factors, including the type of purchase notice that we deliver. Similarly, the purchase price to be paid by the ELOC Investor for any shares that we require it to purchase depends on the type of sales notice that we deliver, and is derived from the market price of the our ordinary shares for a certain period of time prior to our purchase request or as of the date of our purchase request. We also granted registration rights to the ELOC Investor pursuant to an accompanying registration rights agreement, also dated August 15, 2024, by and between New Silexion and the ELOC Investor (the “ELOC Registration Rights Agreement”), for which we filed a registration statement on Form S-1 (SEC file number 333-282017), which was declared effective by the SEC on September 17, 2024.
Current wording
In connection with the Closing of the Business Combination, we entered into the ELOC Agreement, dated August 13, 2024, and effective as of the Closing, with the ELOC Investor, which agreement was amended as of January 14, 2025. Under the ELOC Agreement, we have the right to request to sell to the ELOC Investor, and the ELOC Investor is required to purchase, via private placement transactions, up to $15.0 million of our ordinary shares from time to time after the Closing, up until December 31, 2025 (unless the agreement is terminated sooner), subject to certain limitations and conditions as described therein. The number of ordinary shares that we may require the ELOC Investor to purchase in any single sales notice depends on a number of factors, including the type of purchase notice that we deliver. Similarly, the purchase price to be paid by the ELOC Investor for any shares that we require it to purchase depends on the type of sales notice that we deliver, and is derived from the market price of the our ordinary shares for a certain period of time following our purchase request or as of the date of our purchase request. We also granted registration rights to the ELOC Investor pursuant to an accompanying registration rights agreement, also dated August 15, 2024, by and between New Silexion and the ELOC Investor (the “ELOC Registration Rights Agreement”), for which we have filed a related registration statement on Form S-1 (SEC file number 333-282017).
Previous wording
Pursuant to the ELOC Agreement, New Silexion agreed, among other things, that if our sales to the ELOC Investor under the ELOC exceed 19.99% of our total number of ordinary shares outstanding, we will seek the approval of our shareholders for the issuance of any ordinary shares under the ELOC in excess of that amount, in accordance with the Nasdaq Listing Rules, subject to certain exceptions based on the price of our ordinary shares to be sold in excess of that limit.
Current wording
Pursuant to the ELOC Agreement, we agreed, among other things, that if our sales to the ELOC Investor under the ELOC exceed 19.99% of our total number of ordinary shares outstanding, we will seek the approval of our shareholders for the issuance of any ordinary shares under the ELOC in excess of that amount, in accordance with the Nasdaq Listing Rules, subject to certain exceptions based on the price of our ordinary shares to be sold in excess of that limit.
Previous wording
In consideration for the commitments of the ELOC Investor, we agreed to issue to the ELOC Investor an aggregate of $337,500 of our ordinary shares (the “ELOC Commitment Shares”) based on the closing price of the ordinary shares on the day that is the earlier of (i) the business day prior to effectiveness of the registration statement registering the resale of the shares issuable under the ELOC ordinary share purchase agreement and (ii) the business day prior to the 180 th day following the date of Closing of the Business Combination.
Current wording
In consideration for the commitments of the ELOC Investor, we agreed to issue to the ELOC Investor an aggregate of $337,500 of our ordinary shares (the “ELOC Commitment Shares”) based on the closing price of the ordinary shares on the day that is the earlier of (i) the business day prior to effectiveness of the registration statement registering the resale of the shares issuable under the ELOC ordinary share purchase agreement and (ii) the business day prior to the 180th day following the date of Closing of the Business Combination. Based on the closing price of the ordinary shares on September 16, 2024, we issued to the ELOC Investor, on September 18, 2024, 40,602 ordinary shares in respect of the ELOC Investor’s commitments under the ELOC Agreement.
Previous wording
Prior to the Closing of the Business Combination, Moringa reached agreement with EarlyBirdCapital on the reduction, to $1.6 million, in the aggregate, of the fee payable to EarlyBirdCapital under the Marketing Agreement. Pursuant to the final invoice provided by EarlyBirdCapital under the Marketing Agreement at the Closing, Moringa paid $350,000 of cash to EarlyBirdCapital from the trust account at the Closing, and we issued to EarlyBirdCapital a convertible promissory note, due December 31, 2025, in an amount of $1.25 million to be paid by us to EarlyBirdCapital in cash and/or via conversion of outstanding amounts into ordinary shares (the “EarlyBird Convertible Note”).
Current wording
Prior to the Closing of the Business Combination, Moringa reached agreement with EBC on the reduction, to $1.6 million, in the aggregate, of the fee payable to EBC under 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 the trust account at the Closing, 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 HCW Offering (as described below).
Previous wording
Effective as of the Closing, we issued to the sponsor, and the sponsor accepted, in amendment and restatement, and replacement, in their entirety, of all existing promissory notes issued by Moringa to the sponsor from the IPO until the Closing (and as to which the obligations of Moringa were assigned to New Silexion upon the Closing), an amended and restated promissory note (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 (“Note Shares”) in accordance with the terms set forth in the form of A&R Sponsor Promissory Note. New Silexion and the Sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conduct an equity financing following the Closing, subject to a minimum conversion amount of $100,000, in an amount of Note 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.
Current wording
Effective as of the Closing, we issued to the sponsor, and the sponsor accepted, in amendment and restatement, and replacement, in their entirety, of all existing promissory notes issued by Moringa to the sponsor from Moringa’s initial public offering until the Closing (and as to which the obligations of Moringa were assigned to New Silexion upon the Closing), a convertible promissory note (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 (“Note Shares”) in accordance with the terms set forth in the form of A&R Sponsor Promissory Note. New Silexion and the Sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conduct an equity financing following the Closing, subject to a minimum conversion amount of $100,000, in an amount of Note 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. Through the date hereof, there have been no conversions of amounts due under the A&R Sponsor Promissory Note into our ordinary shares, and no election by us to repay any amounts under the note in cash.
Previous wording
Our research and development efforts have been financed, in part, through royalty-bearing grants from the Israeli Innovation Authority, or the IIA. As of September 30, 2024, we have received IIA royalty-bearing grants totaling approximately $5.8 million.
Current wording
Our research and development efforts have been financed, in part, through royalty-bearing grants from the Israeli Innovation Authority, or the IIA. As of March 31, 2025, we had received IIA royalty-bearing grants totaling approximately $5.8 million.
Previous wording
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 its 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.
Current wording
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.
Previous wording
As of September 30, 2024, the total royalty amount that may be payable by us was approximately $5.8 million ($6.5 million including interest).
Current wording
As of March 31, 2025, the total royalty amount that may be payable by the Company is approximately $5.8 million ($6.6 million, including interest).
Previous wording
Cash flows for the three-month periods ended September 30, 2024 and 2023
Current wording
Cash flows for the quarters ended March 31, 2025 and 2024
Previous wording
Net cash used in operating activities increased by approximately $2 million, or 285.7%, to $2.7 million for the three-month period ended September 30, 2024, compared to $0.7 million for the three-month period ended September 30, 2023. This increase was mainly from an increase of $11.1 million in the net loss for the three-month period ended September 30, 2024, and from an increase of $0.4 million in change of net working capital, offset by (i) an increase of $5.8 million in share-based compensation and (ii) an increase of $3.6 million in non-cash financial expenses included in the net loss.
Current wording
Net cash used in operating activities increased by approximately $0.7 million, or 38.9%, to $2.5 million for the three-month period ended March 31, 2025, compared to $1.8 million for the three-month period ended March 31, 2024. This increase was mainly due to an increase of $0.3 million in the net loss for the three-month period ended March 31, 2025, as well as an increase of $0.3 million in net working capital in the three-month period ended March 31, 2025 relative to the corresponding quarter in 2024.
Previous wording
Net cash provided by financing activities increased by $2.9 million, to approximately $2.9 million for the three-month period ended September 30, 2024, compared to $0 for the three-month period ended September 30, 2023. This increase was mainly due to an increase in cash received from transactions in connection with the closing of the Business Combination in an amount of $2.3 million and from an increase in proceeds from issuance of ordinary shares under the ELOC in an amount of $0.6 million.
Current wording
Net cash provided by financing activities increased by $7.4 million, to approximately $7.4 million for the three-month period ended March 31, 2025, compared to $0 million for the three-month period ended March 31, 2024. This increase was mainly due to an increase in cash received from the HCW Offering in an amount of $5 million net of $0.7 million cash issuance costs related to public offering, the exercise of warrants in an amount of $0.9 million, and the warrant exercise inducement transaction in an amount of $3.3 million (each, as described above under “Liquidity and Capital Resources”) net of $0.4 million cash issuance costs related to warrants inducement, offset in part by $0.7 million of payments under the EarlyBird Convertible Note in the three-month period ended March 31, 2025.
Previous wording
We expect to devote substantial financial resources to our ongoing and planned activities, particularly further development of SIL-204 and as we conduct our planned pre-clinical and clinical trials.
Current wording
We expect to devote substantial financial resources to our ongoing and planned activities, particularly further development of SIL204 and as we conduct our planned pre-clinical and clinical trials.
Previous wording
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 the “Risk Factors” section of the proxy statement/prospectus, including “Risks Related to Silexion’s and New Silexion’s Financial Condition and Capital Requirement -Silexion has 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 - Silexion is heavily dependent on the success of its product candidates...”.
Current wording
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 the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 18, 2025 (the “2024 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...”.
Previous wording
We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our pre-clinical studies and clinical trials. In addition, if we obtain marketing approval for SIL-204 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, as a result of the Closing of the Business Combination, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding.
Current wording
We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our pre-clinical studies and clinical trials. 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.
Previous wording
As of September 30, 2024, we had cash and cash equivalents of $2.0 million. Based on our then-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 SIL-204 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 date of this Quarterly Report without additional financing, and as a result, there is substantial doubt about our ability to continue as a going concern.
Current wording
As of March 31, 2025, we had cash and cash equivalents of $6.2 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 date of our unaudited consolidated financial statements for the three-month period ended March 31, 2025 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.
Previous wording
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 unaudited condensed financial statements for the nine-month period ended September 30, 2024, including, without limitation, the plans to raise additional capital. Our financial information, including our unaudited condensed financial statements for the nine-month period ended September 30, 2024 included in this Quarterly Report, has 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 unaudited condensed financial statements for the three- and nine-month periods ended September 30, 2024 do not include any adjustments that may result from an unfavorable outcome of this uncertainty.
Current wording
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 unaudited consolidated financial statements for the fiscal three-month period ended March 31, 2025, including, without limitation, our plans to raise additional capital. Our financial information throughout this quarterly report, and our financial statements for the fiscal three-month period ended March 31, 2025 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 unaudited consolidated financial statements for the three-month period ended March 31, 2025 do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
We have based these estimates and expectations on assumptions that may prove to be wrong, and our operating plan may change as a result of many factors currently unknown to us. We could not, as of the September 30, 2024 balance sheet date of the unaudited condensed financial statements for the three and nine-month periods ended September 30, 2024, 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 clear. 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 SIL-204 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.
Current wording
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, 2025 balance sheet date of the unaudited financial statements for the three-month period ended March 31, 2025, 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 clear. 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.
Previous wording
Until such time, if ever, as we can generate substantial revenues from our product sales, we expect to finance our cash needs through a combination of public and private equity offerings and debt financings, 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 may be impacted by the economic climate and market conditions.
Current wording
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 and debt financings, including registered public offerings similar to the HCW Offering completed in January 2025, warrant exercise inducement transactions similar to the one completed later in January 2025, the private placement of ordinary shares pursuant to the ELOC 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.
Previous wording
Reliance on the ELOC or other similar types of equity financings as a source of ongoing funding for our operations following the Business Combination could involve significant issuances of ordinary shares by us that could cause the following impacts (among others):
Current wording
Reliance on public offerings, warrant exercise inducement transactions, the ELOC or other similar types of equity financing as a source of ongoing funding for our operations could involve significant issuances of ordinary shares by us that could cause the following impacts (among others):
Previous wording
For a description of our significant accounting policies, see Note 2 to Silexion’s consolidated financial statements for the year ended December 31, 2023 included in the proxy statement/prospectus and our unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2024 included in this Quarterly Report.
Current wording
For a description of our significant accounting policies, see Note 2 to our consolidated financial statements for the year ended December 31, 2024 included in the 2024 Annual Report and Note 2 to our unaudited condensed consolidated financial statements for the three-month period ended March 31, 2025 included in this quarterly report
Previous wording
The preparation of Silexion’s consolidated financial statements for the year ended December 31, 2023 and our unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2024 in conformity with U.S. GAAP required our management to make estimates and assumptions in certain circumstances that affect the amounts reported in the consolidated financial statements for the year ended December 31, 2023 and unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2024 and related footnotes. Actual results may differ from these estimates. We have based our judgments on our experience and on various assumptions that we believe to be reasonable under the circumstances.
Current wording
The preparation of our unaudited condensed consolidated financial statements for the three-month period ended March 31, 2025 and our consolidated financial statements for the year ended December 31, 2024 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, 2025 and consolidated financial statements for the year ended December 31, 2024, 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.
Previous wording
Of our policies, the following are considered critical to an understanding of Silexion’s consolidated financial statements for the year ended December 31, 2023 and our unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2024 as they require the application of subjective and complex judgment, involving critical accounting estimates and assumptions impacting those consolidated financial statements for the year ended December 31, 2023 and unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2024.
Current wording
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, 2025 and consolidated financial statements for the year ended December 31, 2024, 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, 2025 and consolidated financial statements for the year ended December 31, 2024.
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Previous report — wording carried elsewhere
The following table summarizes our results of operations for the nine-month periods ended September 30, 2024 and 2023:
Previous report — wording carried elsewhere
The following table summarizes our general and administrative expenses for the nine-month periods ended September 30, 2024 and 2023:
Previous report — wording carried elsewhere
The following table summarizes our cash flows for the periods indicated:
Previous report — wording carried elsewhere
We believe that as of the date of this Quarterly Report, we do not have cash sufficient to meet our anticipated cash requirements for the next 12 months.