10-Q: Silexion Therapeutics Narrows Losses, Boosts Cash

Sentiment:

Quarterly Report


Silexion Therapeutics Corp. reported a significant reduction in net loss and a substantial increase in cash reserves for the nine months ended September 30, 2025, while addressing Nasdaq listing compliance and ongoing financing needs.

Capital raiseThe company completed public offerings in January 2025 and September 2025, raising gross proceeds of approximately $5.0 million and $6.0 million, respectively.Warrant exercise inducement transactions in January 2025 and August 2025 raised gross proceeds of approximately $3.3 million and $1.8 million, respectively.Additional warrant exercises in January and September 2025 generated gross proceeds of approximately $0.9 million and $1.78 million, respectively.Entered into an At The Market Offering Agreement (ATM Agreement) on September 26, 2025, to sell up to $13.17 million of ordinary shares, with sales expected to commence after customary standstill restrictions expire.The company expects to need additional capital to finance future research and development activities, general and administrative expenses, and working capital.
Better than expectedNet loss significantly decreased for both the three-month and nine-month periods compared to the prior year.Cash and cash equivalents increased substantially, improving the company's liquidity position.Shareholders' equity turned positive from a deficit, indicating an improved balance sheet.Operating expenses decreased due to lower non-cash share-based compensation.Successful resolution of Nasdaq listing deficiencies and maintenance of listing.

Summary

  • Net loss for the nine months ended September 30, 2025, decreased by 49.3% to $7.5 million, compared to $14.8 million for the same period in 2024.
  • Net loss for the three months ended September 30, 2025, decreased by 72.3% to $3.3 million, compared to $11.9 million for the same period in 2024.
  • Cash and cash equivalents increased significantly to $9.243 million as of September 30, 2025, from $1.187 million at December 31, 2024.
  • Total shareholders' equity turned positive, reaching $6.977 million as of September 30, 2025, from a deficit of $(3.989) million at December 31, 2024.
  • Operating expenses decreased by 32.3% to $7.2 million for the nine months ended September 30, 2025, primarily due to lower non-cash share-based compensation.
  • The company successfully regained compliance with Nasdaq listing standards, including minimum bid price and shareholders' equity requirements, and transferred to the Nasdaq Capital Market.
  • Raised approximately $11.0 million gross from public offerings in January and September 2025, and an additional $5.0 million gross from warrant exercise inducement transactions in January and August 2025.
  • Converted $1.8 million of the Related Party Promissory Note into 450,000 ordinary shares on September 15, 2025, though the Moringa Sponsor disputes this conversion.
  • The company estimates its existing cash and cash equivalents are sufficient to fund business operations until the end of the second quarter of 2026.

Sentiment

Score: 6

Explanation: While the company demonstrated improved financial performance with reduced losses and increased cash, and successfully addressed Nasdaq listing issues, the explicit 'going concern' warning and the dispute with a related party regarding a promissory note conversion introduce substantial uncertainty and risk. The successful capital raises provide a temporary reprieve but highlight ongoing reliance on external funding.

Positives

  • Significant reduction in net loss for both the three-month and nine-month periods ended September 30, 2025.
  • Substantial increase in cash and cash equivalents to $9.243 million, providing improved liquidity.
  • Achieved positive shareholders' equity of $6.977 million, a major improvement from a deficit.
  • Successfully regained compliance with all Nasdaq listing standards and maintained its listing, albeit on the Nasdaq Capital Market.
  • Successfully raised significant capital through public offerings and warrant exercises in 2025, totaling approximately $16.0 million gross.
  • Increased authorized share capital to 9,000,000 ordinary shares, providing flexibility for future equity raises.
  • Lead product candidate, SIL204, targets KRAS-mutated pancreatic cancer, a significant unmet medical need, building on positive Phase 2 results from a first-generation siRNA.

Negatives

  • The company has incurred significant operating losses since inception and has not generated any revenue from product sales.
  • Management has concluded there is substantial doubt about the company's ability to continue as a going concern for at least 12 months without additional funding.
  • Net cash used in operating activities increased to $7.8 million for the nine months ended September 30, 2025, from $5.5 million in the prior year, indicating higher cash burn from operations.
  • The Moringa Sponsor disputes the conversion of $1.8 million of the Related Party Promissory Note and has demanded full repayment, which could lead to legal or financial complications.
  • The company is subject to a mandatory Nasdaq panel monitor until September 23, 2026, with stricter consequences for future non-compliance with shareholders' equity requirements.
  • Future equity financings are expected to cause significant dilution to current shareholders.

Risks

  • Substantial doubt about the company's ability to continue as a going concern for at least 12 months from the date of the financial statements.
  • The company is a development-stage company with a limited operating history and has never generated revenue from product sales, and may never be profitable.
  • Need to raise substantial additional funding, which may not be available on acceptable terms or at all, and would likely cause dilution to shareholders.
  • The approach to discover and develop novel RNAi therapeutics is unproven for oncology and may never lead to marketable products.
  • Lack of experience producing product candidates at commercial levels, no marketing and sales organization, uncertain market receptiveness, and uncertainty regarding insurance coverage and reimbursement.
  • Reliance on third parties (CROs and contract manufacturers) whose performance is largely beyond the company's control.
  • Potential for significant dilution from future issuance of ordinary shares or other equity securities, including up to $13.17 million under the ATM Agreement, up to $100 million under the Shelf Registration Statement, conversion of the remaining $1.633 million A&R Sponsor Promissory Note, and shares underlying various warrants and the equity line of credit.
  • The ongoing war in Israel, where the company's employees and management are located, could escalate and impact operations, despite current immaterial impact.
  • Dispute with Moringa Sponsor regarding the conversion of the Related Party Promissory Note could lead to legal or financial challenges.
  • Failure to maintain compliance with all Nasdaq Capital Market listing standards on an ongoing basis, especially during the mandatory panel monitoring period until September 23, 2026.

Future Outlook

The company expects to continue incurring significant expenses and operating losses for the foreseeable future as it advances its lead product candidate, SIL204, through preclinical and clinical trials. Future plans include applying for Orphan Drug Designation in the U.S. and EU, conducting toxicological studies, initiating a statistically significant clinical trial, and seeking marketing approvals. The company anticipates financing these activities through a combination of public and private equity offerings, warrant exercises, and sales under its At-The-Market (ATM) agreement, but acknowledges no assurance of obtaining such funding on acceptable terms.

Management Comments

  • Management is in the process of evaluating various financing alternatives, as the Company will need to finance future research and development activities, general and administrative expenses and working capital through fund raising. However, there is no assurance that the Company will be successful in obtaining such funding.
  • We believe SIL204 has the potential to further improve clinical outcomes.
  • We believe that the conversion [of the Related Party Promissory Note] was carried out in strict compliance with the substantive and procedural requirements of the note, and reject any claim to the contrary.

Industry Context

Silexion Therapeutics operates in the highly competitive and capital-intensive biotechnology sector, specifically targeting oncology with RNAi therapeutics. The focus on KRAS-mutated cancers positions the company in a challenging but potentially lucrative area, as KRAS is a well-known oncogene with significant unmet needs, particularly in pancreatic cancer where 92% of patients have this mutation. While many pharmaceutical companies pursue KRAS inhibition, Silexion's approach of silencing the oncogene itself via siRNA offers a differentiated strategy. The company's reliance on external funding and its development-stage status are typical for early-stage biotechs, but the 'going concern' warning highlights the inherent financial risks in this industry.

Comparison to Industry Standards

  • The company's 'going concern' warning is a significant red flag, indicating a higher financial risk compared to more established, revenue-generating biotechnology firms.
  • The substantial net losses are common for clinical-stage biotechnology companies like Silexion, which are heavily invested in R&D without product revenue. For example, many small-cap biotechs in early clinical phases often report annual losses in the tens of millions of dollars.
  • The capital raising activities through public offerings and warrant exercises are standard practices for development-stage biotechs to fund operations and clinical trials, similar to how companies like Editas Medicine or Intellia Therapeutics have historically raised capital for their gene-editing platforms.
  • The transfer from Nasdaq Global Market to Nasdaq Capital Market, while maintaining listing, suggests the company faced challenges meeting the more stringent listing requirements of the Global Market, a common occurrence for smaller companies with fluctuating market capitalization.
  • The development of siRNA therapeutics for oncology, specifically targeting KRAS, places Silexion in a competitive landscape with larger players and other biotechs exploring RNA interference, such as Alnylam Pharmaceuticals (though Alnylam has approved products in other areas) or smaller firms like Mirati Therapeutics (focused on KRAS G12C inhibitors). Silexion's 'Integrated Treatment Regimen' with direct and systemic administration, building on previous Phase 2 data, aims to differentiate it from competitors.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorNANA2025-02-09Board approved granting 4,680 options to New Silexion's directors.
Director/Service ProviderNANA2025-02-09New Silexion granted 3,994 RSUs to its directors and service providers.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Authorized Share Capital IncreaseShareholders approved an increase in authorized share capital from $20,000 (1,481,482 ordinary shares) to $121,500 (9,000,000 ordinary shares).2025-08-19Provides additional capacity to issue equity securities for capital raising and Nasdaq compliance, but also enables potential future dilution.
Equity Incentive Plan ExpansionShareholders approved an increase in the number of ordinary shares authorized for issuance under the 2024 Equity Incentive Plan by 84,791 shares, bringing the total to 86,573 shares.2025-07-14Allows for greater flexibility in attracting and retaining talent through equity compensation.

Related Party Transactions

  • The company issued a convertible promissory note (A&R Sponsor Promissory Note) in an original principal amount of $3,433,000 to Moringa Sponsor, LP.
  • On September 15, 2025, $1,800,000 of the A&R Sponsor Promissory Note was converted into 450,000 ordinary shares.
  • As of September 30, 2025, the remaining principal amount outstanding under the A&R Sponsor Promissory Note was $1,633,000.
  • The Moringa Sponsor disputes the conversion of the $1.8 million and has demanded full repayment of the note.
  • Greenstar, LP, an affiliate of the Moringa sponsor, participated in a PIPE financing, purchasing 1,482 Moringa ordinary shares (converted to New Silexion shares).
  • EarlyBirdCapital, Inc. (EBC), the representative of the underwriters of Moringa's IPO, was issued an Underwriters Promissory Note of $1.25 million, which was fully repaid/converted by March 18, 2025.

Stakeholder Impact

  • Shareholders face significant potential dilution from ongoing and future equity financing activities (public offerings, warrant exercises, ATM sales). The dispute with Moringa Sponsor could also impact shareholder value.
  • Employees: The company expects to hire additional personnel for R&D and general administration, indicating potential growth opportunities. Share-based compensation is a component of employee remuneration.
  • Creditors: The Moringa Sponsor, as a creditor holding a promissory note, is in dispute with the company over a conversion, which could affect its repayment.
  • Regulatory Authorities (Nasdaq): The company successfully addressed listing deficiencies but remains under a mandatory panel monitor, requiring strict adherence to listing standards.

Next Steps

  • Initiate clinical studies for SIL204, contingent upon obtaining regulatory clearance.
  • Apply for Orphan Drug Designation in both the U.S. and EU for SIL204.
  • Continue conducting toxicological studies with respect to SIL204.
  • Initiate a clinical trial powered for statistical significance with respect to SIL204.
  • Seek marketing approvals for SIL204 in various territories.
  • Maintain, expand, and protect the intellectual property portfolio.
  • Hire additional operational, clinical, quality control, and scientific personnel.
  • Add additional product candidates to the pipeline.
  • Add operational, financial, and management information systems and personnel.
  • Invest in research and development and regulatory approval efforts to utilize the technology as a platform.
  • Potentially sell ordinary shares under the ATM Agreement to finance ongoing operations.
  • Address the dispute with the Moringa Sponsor regarding the conversion of the Related Party Promissory Note.
  • Maintain compliance with all Nasdaq Capital Market listing standards, especially during the mandatory panel monitoring period until September 23, 2026.

Key Dates

DateDescription
2021-02-19Moringa's initial public offering (IPO) consummated (first closing).
2021-03-03Moringa's initial public offering (IPO) consummated (second closing).
2024-04-02New Silexion formed.
2024-04-03Silexion entered into Amended and Restated Business Combination Agreement (A&R BCA) with SPAC, New Silexion, Merger Sub 1, and Merger Sub 2.
2024-07-16SEC declared Form S-4 registration statement effective for the Business Combination.
2024-08-13Entered into ELOC Agreement with White Lion Capital, LLC.
2024-08-15Closing of the Business Combination (Transactions).
2024-09-16Closing price of ordinary shares used to calculate commitment fee for ELOC Investor.
2024-09-18Issued 2,707 ordinary shares to ELOC Investor as a commitment fee.
2024-11-19Initial notification of Nasdaq listing deficiencies.
2024-11-22Announced 1-for-9 reverse share split.
2024-11-271-for-9 reverse share split became effective after market close.
2024-11-29Ordinary shares began trading on a reverse split-adjusted basis on Nasdaq Global Market.
2025-01-14ELOC Agreement amended.
2025-01-15Priced January Public Offering of Ordinary Shares, Pre-Funded Warrants, and Ordinary Warrants.
2025-01-17Completed January Public Offering.
2025-01-29Entered into inducement offer letter agreement (January Inducement Offer) with warrant holders.
2025-01-30Holders exercised warrants for cash under January Inducement Offer; investors exercised 42,683 ordinary warrants from January 2025 Offering.
2025-01-31Aggregate payments of $407,556 made to EBC in respect of EarlyBird Convertible Note.
2025-02-09Board of directors approved granting 4,680 options and 3,966 RSUs to directors and service providers.
2025-03-13Entered into Note Conversion Inducement Agreement with EarlyBird.
2025-03-17EarlyBirdCapital (EBC) sold 18,519 EBC Settlement Shares.
2025-03-18Paid Remaining Amount of $135,998 to EBC, retiring the EarlyBird Convertible Note; filed 2024 Annual Report on Form 10-K.
2025-05-22Received delisting notice from Nasdaq Listing Qualifications Department.
2025-06-12Israel conducted preemptive defensive air strikes in Iran.
2025-06-24Ceasefire with Iran reached.
2025-06-26Nasdaq hearings panel held a hearing regarding delisting notice.
2025-07-07Received favorable decision from Nasdaq hearings panel, granting request to remain listed.
2025-07-08Ordinary shares and warrants transferred to Nasdaq Capital Market.
2025-07-14Shareholders approved increase in 2024 Equity Incentive Plan shares by 84,791 at reconvened annual general meeting.
2025-07-18Received letter from Nasdaq notifying of minimum bid price deficiency.
2025-07-28Effected 1-for-15 reverse share split.
2025-07-29Ordinary shares began trading on a reverse split-adjusted basis on Nasdaq Capital Market.
2025-07-31Entered into additional inducement offer letter agreement (July Inducement Offer) with warrant holders.
2025-08-01Closing under July Inducement Offer; holders exercised warrants for cash.
2025-08-12Extraordinary general meeting originally held to approve increase in authorized share capital.
2025-08-19Shareholders approved increase in authorized share capital at reconvened extraordinary general meeting.
2025-09-11Priced September Public Offering of Ordinary Shares, Pre-Funded Warrants, and Ordinary Warrants.
2025-09-12Completed September Public Offering; investors exercised 445,000 Series B ordinary warrants from September 2025 Offering.
2025-09-15Filed Form 8-K demonstrating restoration of Nasdaq shareholders' equity compliance; converted $1.8 million of Related Party Promissory Note into 450,000 ordinary shares.
2025-09-19Deadline to demonstrate Nasdaq shareholders' equity compliance.
2025-09-23Received letter from Nasdaq confirming compliance with prior deficiencies.
2025-09-26Entered into At The Market Offering Agreement (ATM Agreement) with H.C. Wainwright; filed Shelf Registration Statement on Form S-3.
2025-09-30Shelf Registration Statement declared effective by SEC.
2025-10-09Israel, Hamas, US, and other countries agreed to a framework for a ceasefire in Gaza.
2025-11-09As of this date, 3,126,642 ordinary shares were issued and outstanding.
2025-11-12Date of filing of this Quarterly Report on Form 10-Q.
2025-11-18Deadline for Nasdaq hearings panel to review compliance plan if company failed to maintain compliance with any Nasdaq listing rule.
2025-12-31Expiration date of ELOC Agreement; maturity date of EarlyBird Convertible Note (now retired).
2026-09-23End of mandatory Nasdaq panel monitoring period.
2027-02-15Maturity date of A&R Sponsor Promissory Note.

Recommendation

hold

While Silexion Therapeutics has shown significant improvement in reducing net losses and substantially increasing its cash position through successful capital raises, the explicit 'going concern' warning and the ongoing dispute with a major related party (Moringa Sponsor) introduce considerable financial and operational uncertainty. The company's ability to fund its operations beyond Q2 2026 is contingent on further successful financing, which will likely lead to significant shareholder dilution. The transfer to the Nasdaq Capital Market and ongoing monitoring also indicate a higher risk profile. Given the early clinical stage of its lead product candidate, SIL204, and the inherent risks of drug development, a 'hold' recommendation is appropriate. Investors should monitor the resolution of the related party dispute, progress in clinical trials, and the company's ability to secure additional non-dilutive or less dilutive funding.

Keywords

Silexion Therapeutics, SLXN, Biotechnology, Oncology, KRAS, RNAi therapeutics, SIL204, Pancreatic cancer, SEC filing, 10-Q, Financial results, Nasdaq listing, Capital raise, Warrants, Clinical stage, Going concern, Biopharma

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