GENERAL |
6 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | ||||||||||||||||
| General [Abstract] | ||||||||||||||||
| GENERAL |
NOTE
1 - GENERAL:
Silexion
Therapeutics Corp (“Silexion” or the “Company”) is a clinical-stage biotechnology company developing, through
its subsidiaries, RNA interference (RNAi) therapies for KRAS-driven cancers. Silexion’s approach targets a significant unmet medical
need, as treatment innovation for KRAS-driven cancers has historically lagged despite KRAS being one of the most common oncogenic drivers
across solid tumors. Silexion’s lead product candidate, SIL204, is a second-generation siRNA therapy, designed to silence mutant
KRAS, using an integrated treatment approach that combines intratumoral and systemic administration. The Company was originally formed
for the purpose of effecting the Business Combination Transactions (as defined below). Following the closing of the Business Combination
Transactions on August 15, 2024 (the “Closing”), the Company became a publicly-traded holding company with one primary active
wholly-owned subsidiary — Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (“Silexion Israel”), an Israeli
limited company, through which much of its operations are conducted, along with certain additional inactive subsidiaries, including Moringa
Acquisition Corp (“Moringa” or the “SPAC”), a Cayman Islands exempted company, and Silenseed (China) Ltd. ,
a Chinese company.
On
April 3, 2024, the Company entered into an Amended and Restated Business Combination Agreement (hereinafter, the “A&R BCA”)
with the SPAC, Silexion Israel, August M.S. Ltd. an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub 1”),
and Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and additional wholly-owned subsidiary of the Company (“Merger
Sub 2”). Pursuant to the closing under the A&R BCA, which occurred on August 14, 2024, both Silexion Israel and the SPAC became
wholly-owned subsidiaries of the Company, which became a publicly-held, Nasdaq-listed entity whose securities are traded under the ticker
symbols “SLXN” and “SLXNW” (the transactions effected pursuant to the A&R BCA are referred to as the “Business
Combination Transactions”).
On
February 9, 2026, the Company purchased a German shelf company for immaterial consideration, which was subsequently renamed Silexion Therapeutics
GmbH (“Silexion Germany”), to conduct the Company’s clinical trials in Germany. As of June 30, 2026, no substantial
activity has commenced in Silexion Germany.
Effective
on June 30, 2026, the Company completed the dissolution of its Moringa subsidiary, which had been inactive since the Closing of the Transactions.
In
October 2023, Israel was attacked by Hamas, a terrorist organization and entered a
state
of war. Following those events, there were additional active hostilities between Israel and additional regional terrorist groups, including
Hezbollah in Lebanon, and the Houthi movement, which controls parts of Yemen, as well as between Israel and Iran.
In response
to ongoing Iranian aggression and support of proxy attacks against Israel, on June 12, 2025, Israel conducted a series of pre-emptive
defensive air strikes in Iran targeting Iran’s nuclear program and military commanders. Iran responded with missile attacks on Israel.
On June 24, 2025, a ceasefire was reached between Israel and Iran.
On
October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between
Israel and Hamas. That ceasefire has been mostly maintained since that time.
In
late February 2026, Israel and the United States pre-emptively attacked Iran. As part of that conflict, Iran and Hezbollah launched missile
attacks throughout Israel. As a result, the Israeli government imposed restrictions on the opening of non-essential places of business
and announced the recruitment of military reserves. In April 2026 and again in June 2026, temporary agreements were reached between the
United States, on the one hand, and Iran, on the other hand, under which negotiations would continue to reach a permanent ceasefire. In
June 2026, Israel and Lebanon reached a framework agreement brokered by the United States, for a phased process to end Israel’s
conflict in Lebanon, providing for the eventual disarmament of Hezbollah in exchange for an Israeli troop withdrawal from parts of southern
Lebanon. although Hezbollah has outright rejected the deal.
As
of the date of these financial statements, it is unclear whether, and for how long, any of the foregoing ceasefires will continue.
The
Company’s employees and management personnel, as well as one of the two locations for its clinical trials for SIL204, are located
in Israel; however, other core activities including research and development, clinical, regulatory etc. are located outside of Israel.
Throughout the periods of hostilities, the Company’s activities in Israel have been largely unaffected. On the other hand, travel
restrictions imposed on the Company’s management during certain periods of the conflict adversely impacted the Company’s ability
to raise funds to finance its activities during those periods. During the six months ended June 30, 2026 and as of June 30, 2026, the
impact of the hostilities on the Company’s overall results of operations and financial condition was immaterial.
The
Company is unable to estimate the impact, if any, of future developments related to these conflicts on its financial position, results
of operations, or cash flows. Such developments are outside the Company’s control and may impact the Company, its financial position,
its ability to conduct financing activities, its results of operations, and its cash flows. The Company continues to monitor these developments
in order to assess the potential effects of the potential resumption of these military conflicts on its activities.
On
May 28, 2026, the Company effected a 1-for-10
reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares, whereby one share was issued to
shareholders in exchange for every 10 shares held by them. The reverse share split resulted in a corresponding increase in the par value
of the Company’s ordinary shares, from $0.0135
per share to $0.135
per share. No fractional shares were issued as a result of the reverse split.
Unless
otherwise indicated, all quantities of ordinary shares, and all per share amounts (for each of Silexion, Silexion Israel, and Moringa),
in these consolidated financial statements, for all periods in 2026 and 2025 have been retroactively adjusted to reflect this reverse
share split. Similarly, all prices per share data have been adjusted upwards to reflect the corresponding increases in the price per share
that have resulted from this reverse share split.
Since
its inception, the Company has devoted substantially all its efforts to research and development, clinical trials, and capital raising
activities. The Company is still in its development and clinical stage and has not yet generated revenues.
The
Company has incurred losses of $6,284,
$3,551 and
$11,912
for the six-month and three-month period ended on June 30, 2026 and for the year ended December 31, 2025, respectively. During the six-month
period ended on June 30, 2026, the Company had negative operating cash flows of $6,571.
As of June 30, 2026, the Company had cash and cash equivalents of $2,229.
The
Company expects to continue incurring losses, and negative cash flows from operations. 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.
In addition, the Company is exploring the use of mitigating actions such as postponing expenses that are not based on firm commitments.
Under
these circumstances, in accordance with the requirements of Accounting Standards Codification (“ASC”) 205-40, management has
concluded that there is substantial doubt about the Company’s ability to continue as a going concern, as management believes its
current funds will be sufficient to fund its operations for only several months from the date these financial statements are issued. The
unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|