SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
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Mar. 31, 2026 |
Dec. 31, 2025 |
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| Accounting Policies, By Policy [Line Items] | ||||||||||||||||||||||||||
| Unaudited Condensed Financial Statements |
The
accompanying condensed financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial
statements and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the opinion
of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal and recurring
adjustments, necessary for a fair statement of the Company’s consolidated financial position as of March 31, 2026, and the consolidated
results of operations, statements of changes in shareholders’ equity (capital deficiency) and cash flows for the three
month period ended March 31, 2026 and 2025.
The
consolidated results for the three month ended March 31, 2026 are not necessarily indicative of the results to be expected for the year
ending December 31, 2026.
These
unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements
and the related notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on
Form 10-K filed with the SEC on March 17, 2026. The significant accounting policies adopted and used in the preparation of the financial
statements are consistent with those of the previous financial year.
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| Basis of Presentation |
The
Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States ("U.S. GAAP"). |
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| Use of estimates |
The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. As applicable to these financial statements, the most
significant estimates and assumptions relate to the fair value of financial instruments (see Note 8). These estimates and assumptions
are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are
not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.
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The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. As applicable to these financial statements, the most significant
estimates and assumptions relate to fair value of financial instruments (see Note 12). These estimates and assumptions are based on current
facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent
from other sources. Actual results may differ materially and adversely from these estimates. |
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| Restricted cash |
As
of March 31, 2026 and December 31, 2025, the Company pledged an amount of $58
and $57,
respectively in favor of a bank as collateral for guarantees provided to secure operating lease payments.
The
Company is required to hold a minimum amount of NIS 86
in its bank account in order to maintain availability of a credit line from its credit card company.
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As
of December 31, 2025 and 2024, the Company had pledged amounts of $57,
respectively in favor of a bank as collateral for guarantees provided to secure its operating lease payments.
The
Company is required to hold a minimum amount of NIS 86
in its bank account in order to maintain availability of a credit line from its credit card company.
The
Company includes its restricted cash in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts
shown on the combined statement of cash flows. |
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| Fair value measurement |
Fair
value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly
transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements,
the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three
broad levels, which are described as follows:
In
determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable
inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.
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Fair
value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly
transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements,
the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three
broad levels, which are described as follows:
In
determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable
inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.
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| Concentration of credit risks |
Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted
cash and long-term deposits. The Company deposits cash and cash equivalents mostly with four low risk financial institutions. The Company
has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these
instruments. |
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| Functional currency |
The
Company's operations are currently conducted in Israel and some of the Company's expenses are currently paid in new Israeli shekels (“NIS”)
and Euro; however, the markets for the Company's future products are located outside of Israel. Financing activities are conducted in
U.S. dollars (“dollars” or "$"). The Company's management believes that the US dollar is the currency of the primary economic
environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar. The functional currency
of Silexion Israel is the U.S. dollar, inter alia, in light of the composition of expenses and expected volume of intercompany transactions
with the Company.
Transactions
and balances originally denominated in dollars are presented at their original amounts. Balances in non- U.S. dollar currencies are translated
into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions
and other items in the statements of operations (indicated
below), the following exchange rates are used: (i) for transactions — exchange rates at transaction dates or average exchange rates;
and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) — historical exchange
rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. |
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| Principles of consolidation |
The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.
The
financial statements of the Company and its subsidiaries are prepared as of the same dates and periods. The consolidated financial statements
are prepared using uniform accounting policies by all companies in the Group. |
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| Cash and cash equivalents |
The
Company considers as cash equivalents all short-term, highly liquid investments, which include money market funds, that are not restricted
as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of purchase that
are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.
Bank
balances for which use by the Company is subject to third party contractual restrictions are included as part of cash unless the restrictions
result in a bank balance no
longer
meeting the definition of cash. If the contractual restrictions to use the cash extend beyond 12 months after the end of the reporting
period, the related amounts are classified as non-current in Balance sheets. |
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| Property and equipment |
Property
and equipment are stated at cost, net of accumulated depreciation.
Depreciation
is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:
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| Employee rights upon retirement |
The
Company is required to make severance payments upon dismissal of an employee or upon termination of employment in certain circumstances.
In
accordance with the current employment terms with all of its employees located in Israel, and pursuant to Section 14 of the Israeli Severance
Pay Law, 1963, the Company makes and has been continuously making, since the beginning of employment of each of its current employees,
regular deposits, at a rate of 8.33%
of their monthly salary, with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s
full severance pay obligation.
Under
these circumstances, the Company is currently relieved from any severance pay liability with respect to each such employee. Neither the
liability in respect of these employees nor the credit for the amounts funded are reflected on the Company’s consolidated balance
sheets, as the amounts funded are not under the control or management of the Company and the severance pay risks have been irrevocably
transferred to the applicable insurance companies.
The
amounts of severance payment expenses were $179
and $122
for the years ended December 31, 2025 and 2024, respectively.
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| Financial instruments issued |
When
the Company issues freestanding instruments, the Company first analyzes the provisions of ASC 480, Distinguishing Liabilities from Equity
(“ASC 480”) in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair
value recognized in the statements of operations in each period. If the instrument was not within the scope of ASC 480, the Company further
analyzes the provisions of ASC 815-40 in order to determine whether the instrument should be classified within equity or classified as
an asset or liability, with subsequent changes in fair value recognized in the statements of operations in each period.
When
the Company issued preferred shares, it first considered the provisions of ASC 480, Distinguishing Liabilities from Equity (“ASC
480”) in order to determine whether the preferred share should be classified as a liability. If the instrument is not within the
scope of ASC 480, the Company further analyzed the instrument’s characteristics in order to determine whether it should be classified
within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s
redeemable convertible preferred shares were not mandatorily or currently redeemable. However, they included clauses that could constitute
as in-substance redemption clauses that were outside of the Company’s control. As such, all shares of redeemable convertible preferred
shares had been presented outside of permanent equity. The Redeemable Convertible Preferred Shares were converted into ordinary shares
in the framework of the recapitalization transaction as described in Note 1(d).
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| Contracts over Ordinary Shares |
Warrants
to purchase ordinary shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in
order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair
value recognized in the statements of operations in each period.
Under ASC
815-40, contracts that are not indexed to the Company’s own stock are classified as liabilities recorded at fair value. As such,
the Company classifies private warrants (see Note 3(e)) as liabilities and measures them at their fair value at each reporting period.
This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, or upon reassessment
of classification. Similarly, the Company classifies the ELOC Agreement entered into (see Note 3(d)) as a derivative instrument measured
at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own stock.
Other warrants convertible to ordinary shares are considered indexed to the Company’s own stock and meet the conditions for equity
classification, and thus are presented within equity.
The
Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification
changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused
the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account
for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is
marked to fair value immediately before the reclassification.
The
effect of Induced exercises of equity-classified warrants that is directly attributable to a proposed or actual equity offering are accounted
for as an equity issuance cost.
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| Promissory Notes |
Under
the Fair Value Option Subsection of ASC Subtopic 825-10, the Company has an irrevocable option to designate certain financial liabilities
at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. The Company designated
the Promissory Notes issued as part of the Transactions under the fair value option. See Note 3(a) and 3(b). Fair value gains and losses
include interest expenses. |
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| Share-based compensation |
The
Company’s employee and non-employee share-based payment awards are classified as equity awards. The Company accounts for these awards
using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite
service period using the straight-line method.
The
Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule using
the straight-line method based on the multiple-option award approach. Forfeitures are recognized as they occur.
The
Company accounts for its non-employees’ equity-classified share-based payment in a similar manner.
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| Research and development expenses |
Research
and development costs are charged to the statements of operations as incurred. Research and development expenses include costs directly
attributable to the conduct of research and development programs, including the cost of payroll and subcontractors, as well as share-based
payments. Advance payments for goods or services that will be used or rendered for future research and development activities are
deferred. Such amounts are recognized as an expense as the related goods are used or the services are rendered.
Grants
received from the Israeli Innovation Authority (“IIA”) for approved research and development projects are recognized at the
time the Company is entitled to such grants, on the basis of the costs incurred, and are included as a deduction from research and development
expenses. See Note 7. The Company did not receive any grants during 2025 or 2024.
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| Leases |
The
Company recognizes operating lease payments in the consolidated statements of operations on a straight-line basis over the lease term.
Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent
the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts representing
the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially
measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The discount
rate for the lease is the rate
in
the lease unless that rate cannot readily determined. As the Company's leases do not provide an implicit rate, the Company uses an estimated
incremental borrowing rate (“IBR”) based on the information available at commencement date in determining the present value
of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms
and payments and in economic environments where the leased asset is located. During the reporting periods, the Company has only
operating leases.
Payments
under the Company’s lease arrangements are primarily fixed; however, certain lease agreements contain variable payments, which are
expensed as incurred and not included in the operating lease right-of-use assets and liabilities. The Company elected the practical expedient
not to separate lease and non-lease components.The Company has made a policy election not to capitalize leases with a term of 12 months
or less.
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| Loss per share |
The
Company computes basic loss per share in accordance with ASC Topic 260, Earnings per Share, by dividing the net loss attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year, and fully vested pre-funded options for the
Company's ordinary shares at an exercise price of $3.39
or NIS 3.39
per share. The Company considers these shares to be exercised for little to no additional consideration.
Diluted
loss per share is computed by considering the potential dilution that could occur upon the exercise of awards granted under share-based
compensation plans and equity-classified instruments using the treasury stock method. Impact of liability-classified instruments on diluted
loss per share is considered using the if-converted method. Diluted loss per share excludes all dilutive potential ordinary shares if
their effect is anti-dilutive.
Prior
to the Transactions, the Company calculated loss per share using the two-class method required for participating securities. This method
entails allocating income available to ordinary shareholders for the period between ordinary shares and participating securities based
on their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its redeemable
convertible preferred shares to be participating securities, as the holders of the redeemable convertible preferred shares were entitled
to dividends that would be distributed to the holders of ordinary shares on a pro-rata basis, assuming conversion of all redeemable convertible
preferred shares into ordinary shares. However, these participating securities did not contractually require the holders to participate
in the Company's losses. Consequently, net loss for the applicable periods presented was not allocated to the Company's participating
securities.
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| Income taxes |
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred
taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company has provided a full valuation allowance
with respect to its deferred tax assets.
The
Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position
for recognition by determining if the available evidence indicates that it is more likely than not that the tax position will be sustained
upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of
being realized upon ultimate settlement.
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| Concentration of credit risks |
Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted
cash and long-term deposits. The Company deposits cash and cash equivalents mostly with four low risk financial institutions. The Company
has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these
instruments. |
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| Impairment of long-lived assets |
The
Company tests long-lived assets for impairment whenever events or circumstances indicate the carrying amount may not be recoverable. If
the sum of expected future cash flows (undiscounted and without interest charges) of the assets is less than the carrying amount of such
assets, an impairment loss would be recognized. The assets would be written down to their estimated fair values, calculated based on the
present value of expected future cash flows (discounted cash flows), or some other fair value measure.
For
the years ended December 31, 2025 and 2024, the Company did not recognize an impairment loss for its long-lived assets
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| Comprehensive Loss |
Comprehensive
loss includes no items other than net loss. |
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| Loss Contingencies |
Certain
conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved
when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment
inherently involves an exercise of judgment.
Management
applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability
is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss
contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability,
together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2025,
and December 31, 2024, no contingent liabilities have been recognized.
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| New accounting pronouncements |
The
Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS
Act”). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised Accounting
Standards Updates (“ASUs”) until it is required to comply with such updates, which is generally consistent with the adoption
dates of private companies.
Recently
Adopted accounting pronouncements:
Recently
issued accounting standards not yet adopted:
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