Silexion Therapeutics Corp 2026年度季度报告

CERTAIN TERMS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I - FINANCIAL INFORMATION CERTAIN TERMS ●“we”, “us”, “our”, “the company”, “the Company”, “our company”, “the combined company”, “Silexion”, or the “registrant” are to SilexionTherapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company, which is filing this quarterly report; ●“ATM Agreement” are to our At The Market Offering Agreement, dated September 26, 2025, with H.C. Wainwright, as sales agent or principal,providing for the sale from time to time of up to $13,170,000 of our ordinary shares; ●“Business Combination” are to the business combination transactions completed pursuant to the Business Combination Agreement, whereby, amongother things: (i) Merger Sub 2 merged with and into Moringa, with Moringa continuing as the surviving company and a wholly-owned subsidiary ofSilexion; (ii) Merger Sub 1 merged with and into Silexion Israel, with Silexion Israel continuing as the surviving company and a wholly-ownedsubsidiary of Silexion; (iii) the security holders of each of Moringa and Silexion Israel exchanged their securities for securities of Silexion at alternate, ●“Business Combination Agreement” are to the Amended and Restated Business Combination Agreement, dated April 3, 2024, by and amongMoringa, Silexion, August M.S. Ltd. (an Israeli company and a wholly owned subsidiary of Silexion) (“Merger Sub 1”), Moringa Acquisition Merger ●“Closing” are to the closing of the Business Combination, which occurred on August 15, 2024; ●“EarlyBirdCapital”“EarlyBird” or “EBC” are to EarlyBirdCapital, Inc., the representative of the underwriters of Moringa’s initial public offering; ●“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended; ●“H.C. Wainwright” are to H.C. Wainwright & Co., LLC; ●“initial public offering” or “IPO” are to Moringa’s initial public offering of its Class A ordinary shares and warrants, which was consummated in twoclosings, on February 19, 2021 and March 3, 2021; ●“Marketing Agreement” are to the Business Combination Marketing Agreement, dated February 16, 2021, entered into by Moringa with EarlyBird inconnection with Moringa’s initial public offering; ●“Moringa” are to Moringa Acquisition Corp, a Cayman Islands exempted company, which was formerly a special purpose acquisition company, and,after the Business Combination, is an inactive, wholly-owned subsidiary of Silexion; ●“Moringa sponsor” or “sponsor” are to Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, which served as the sponsor ofMoringa, and include, where applicable, its affiliates (including Moringa’s initial shareholder, Moringa Sponsor US L.P., a Delaware limitedpartnership, which is a wholly-owned subsidiary of Moringa sponsor, and Greenstar, L.P., a Cayman Islands exempted limited partnership which hasthe same general partner as Moringa Sponsor, LP); ●“ordinary shares” are to our ordinary shares, par value $0.0135 per share; ●“SEC” are to the U.S. Securities and Exchange Commission; ●“Securities Act” are to the U.S. Securities Act of 1933, as amended; ●“Silexion Israel” are to Silexion Therapeutics Ltd., an Israeli company, which following the Business Combination is a wholly-owned subsidiary ofSilexion through which our operations are primarily conducted; ●“warrants” are to our warrants to purchase ordinary shares, consisting of (i) public warrants and private warrants issued pursuant to the BusinessCombination in exchange for corresponding warrants of Moringa, as well as (ii) warrants that we have issued and sold in public offering(s) and/or ●“2025 annual report” refer to our annual report on Form 10-K for the year ended December 31, 2025, which we filed with the SEC on March 17, ●“$,” “US$” and “U.S. dollar” each refer to the United States dollar. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts and involve risks and uncertainties that could cause actualresults to differ materially from those expected or projected. All statements other than statements of historical fact included in this quarterly report, includingstatements in “Part I. Financial Information, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingour financial position, business strategy, preclinical and clinical development plans, regulatory interactions and submissions, expected timing of clinical trialinitiation and results, capital requirements, financing activities, and Nasdaq listing status and compliance, are forward-looking statements. Words such as •our current and planned pre-clinical and clinical studies and trials involving our product candidates (in particular, SIL204), anticipated study designs,and