This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Quarterly Report, including statements in “Part 1, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Forward-looking statements in this Quarterly Report may include, for example, statements about:
| • | our ability to maintain the listing of our ordinary shares and warrants on Nasdaq; |
| • | our current and planned pre-clinical and clinical studies and trials involving our product candidates; |
| • | our future performance, including our projected timeline for regulatory approvals of our product candidates; |
| • | our strategy, future operations, financial position, projected costs, prospects and plans; |
iii
| • | our ability to retain or recruit officers, key employees and directors; |
| • | expectations regarding future partnerships or other relationships with third parties; and |
| • | our future capital requirements and sources and uses of cash, including our ability to obtain additional capital in the future. |
The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including:
| • | we are a development-stage company and have a limited operating history on which to assess our business; |
| • | we will need to raise substantial additional funding, which may not be available on acceptable terms, or at all, and which will cause dilution to our shareholders; |
| • | the approach we are taking to discover and develop novel RNAi therapeutics is unproven for oncology and may never lead to marketable products; |
| • | we do not have experience producing our product candidates at commercial levels, currently have no marketing and sales organization, have an uncertain market receptiveness to our product candidates, and are uncertain as to whether there will be insurance coverage and reimbursement for our potential products; |
| • | we may be unable to attract, develop and/or retain our key personnel or additional employees required for our development and future success; |
| • | we may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interest and may depress the market price of our ordinary shares, including: (a) up to approximately $11.9 million of remaining ordinary shares issuable under the ELOC Agreement; (b) up to 44,000 ordinary shares, in the aggregate, underlying outstanding public warrants and private warrants (as of June 30, 2025); (c) $3,433,000 of ordinary shares underlying the A&R Sponsor Promissory Note; (d) up to 33,661 ordinary shares underlying remaining outstanding ordinary warrants and up to 17,284 ordinary shares underlying placement agent warrants, all of which warrants were issued in our January 2025 public offering facilitated by H.C. Wainwright as placement agent; (e) up to 18,464 ordinary shares and 304,212 ordinary shares issuable under remaining outstanding, and newly issued, investor warrants, respectively, and up to 10,368 ordinary shares and 10,647 ordinary shares underlying placement agent warrants, respectively, which were issued in warrant exercise inducement transactions facilitated by H.C. Wainwright in late January 2025 and early August 2025, respectively; and |
For further information regarding those important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Part I, Item 1.A Risk Factors” of the 2024 Annual Report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.report. Except as expressly required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
iv
