Silexion Therapeutics Corp - 2022416

Silexion Therapeutics Corp - 2022416 - 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-42253

SILEXION THERAPEUTICS CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12 Abba Hillel Road

Ramat-Gan, Israel 5250606

(Address of Principal Executive Offices, including zip code)

+972-3-7564999

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $0.0009 per share	SLXN	The Nasdaq Stock Market LLC
Warrants exercisable for ordinary shares at an exercise price of $103.50 per share	SLXNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☒		Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

As of May 8, 2025, 8,692,392 ordinary shares, par value $0.0009 per share, of the registrant were issued and outstanding.

SILEXION THERAPEUTICS CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
CERTAIN TERMS		ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv

PART I - FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets (unaudited)	F-3

	Condensed Consolidated Statements of Operations (unaudited)	F-5

	Convertible Preferred Shares and Shareholders’ Equity (Capital Deficiency) (unaudited)	F-6

	Condensed Consolidated Statements of Cash Flows (unaudited)	F-7

	Notes to the Condensed Consolidated Financial Statements (unaudited)	F-9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14

Item 4.	Control and Procedures	14

PART II - OTHER INFORMATION		14

Item 1.	Legal Proceedings	14

Item 1A.	Risk Factors	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Mine Safety Disclosures	15

Item 5.	Other Information	15

Item 6.	Exhibits	15

SIGNATURES		16

CERTAIN TERMS

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:

	●	“we”, “us”, “our”, “the company”, “the Company”, “our company”, “the combined company”, “New Silexion”, or the “registrant” are to Silexion Therapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company, which is filing this Quarterly Report;
	●	“A&R Sponsor Promissory Note” are to the convertible promissory note in a principal amount of $3,433,000 that our company issued to the Moringa sponsor at the Closing, in amendment and restatement of all promissory notes previously issued by Moringa to the sponsor for funds borrowed by Moringa from the sponsor between the initial public offering and the Closing of the Business Combination;
	●	“Business Combination” are to the business combination transactions completed pursuant to the Business Combination Agreement, whereby, among other things: (i) Merger Sub 2 merged with and into Moringa, with Moringa continuing as the surviving company and a wholly-owned subsidiary of New Silexion; (ii) Merger Sub 1 merged with and into Silexion, with Silexion continuing as the surviving company and a wholly-owned subsidiary of New Silexion; (iii) the security holders of each of Moringa and Silexion exchanged their securities for securities of New Silexion at alternate, set exchange rates; (iv) the ordinary shares, warrants and units of Moringa were delisted from the Nasdaq Capital Market and deregistered under the Exchange Act; and (v) the ordinary shares and warrants of New Silexion issued in the Business Combination commenced trading on the Nasdaq Global Market;

●

“Business Combination Agreement” are to the Amended and Restated Business Combination Agreement, dated April 3, 2024, by and among Moringa, New Silexion, August M.S. Ltd. (an Israeli company and a wholly owned subsidiary of New Silexion) (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp (a Cayman Islands exempted company and a wholly owned subsidiary of New Silexion) (“Merger Sub 2”) and Silexion;

●

“Closing” are to the closing of the Business Combination, which occurred on August 15, 2024;

●

“Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time;

	●	“EarlyBirdCapital” or “EBC” are to EarlyBirdCapital, Inc., the representative of the underwriters of Moringa’s initial public offering;
	●	“ELOC Agreement” or “White Lion Purchase Agreement” are to the Ordinary Share Purchase Agreement, dated August 13, 2024 and effective as of August 15, 2024, as amended as of January 14, 2025, by and between our company and White Lion Capital, LLC, which agreement established an equity line of credit for our company;
	●	“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended;

●

“initial public offering” or “IPO” are to Moringa’s initial public offering of its Class A ordinary shares and warrants, which was consummated in two closings, 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 EarlyBirdCapital in connection with the IPO;

●

“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 a wholly-owned subsidiary of New Silexion;

●

“Moringa sponsor” or “sponsor” are to Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, which served as the sponsor of Moringa, and include, where applicable, its affiliates (including Moringa’s initial shareholder, Moringa Sponsor US L.P., a Delaware limited partnership, which is a wholly-owned subsidiary of Moringa sponsor, and Greenstar, L.P., a Cayman Islands exempted limited partnership which has the same general partner as Moringa Sponsor, LP);

	●	“ordinary shares” are to our ordinary shares, par value $0.0009 per share;

	●	“private warrants” are to the 21,111 warrants, in the aggregate, issued to the Moringa sponsor and EarlyBirdCapital pursuant to the Business Combination in exchange, on a one-for-one basis, for Moringa warrants sold to them in private placements simultaneously with the closings of the initial public offering;

●

“public warrants” are to our 638,888 warrants that we issued pursuant to the Business Combination to holders of, and in a one-for-one exchange for, Moringa’s public warrants that were initially issued and sold in Moringa’s initial public offering;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Securities Act” are to the U.S. Securities Act of 1933, as amended;

	●	“Silexion” are to Silexion Therapeutics Ltd., an Israeli company, which following the Business Combination is a wholly-owned subsidiary of New Silexion;

	●	“trust account” are to the U.S.-based trust account that was maintained by Continental Stock Transfer & Trust Company acting as trustee, into which the proceeds from Moringa’s initial public offering and concurrent private placement were deposited, which proceeds were reduced due to redemptions of publicly-held Moringa Class A ordinary shares prior to the Business Combination and the remaining funds of which (after payment of fees owed to EarlyBirdCapital and other service providers of Moringa for services provided prior to the Closing) were transferred to the Company upon the Closing of the Business Combination;

●

“warrants” are to our warrants to purchase ordinary shares, consisting of (i) public warrants and private warrants issued pursuant to the Business Combination in exchange for Moringa warrants, as well as (ii) warrants that we have issued and sold in public offering(s) and/or private placements subsequent to the Closing of the Business Combination;

	●	“2024 Annual Report” refer to our annual report on Form 10-K for the year ended December 31, 2024, which we filed with the SEC on March 18, 2025; and
	●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

iii

SPECIAL 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, 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 our warrants on Nasdaq;

•

our current and planned pre-clinical and clinical studies and trials involving our product candidates;

•

our projected timeline for regulatory approvals of our product candidates;

•

our market opportunity;

•

our strategy, future operations, financial position, projected costs, prospects and plans;

•

expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•

our ability to retain or recruit officers, key employees and directors;

•

the impact of the regulatory environment and complexities with compliance related to such environment;

•

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 have never generated any revenue from product sales and may never be profitable;

•

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, including: (a) up to $15,337,500 of ordinary shares issuable under the ELOC Agreement (which includes shares already issued under that agreement); (b) ordinary shares underlying 4,138,211 outstanding warrants (as of March 31, 2025); and (c) ordinary shares underlying the A&R Sponsor Promissory Note, the issuance of which would dilute your ownership interest and may depress the market price of our ordinary shares; and

•

those additional factors described in “Part I, Item 1A. Risk Factors” of the 2024 Annual Report.

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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Explanatory Note

From its formation on April 2, 2024 until the Closing of the Business Combination on August 15, 2024, New Silexion had no operations and had been formed for the sole purpose of entering into the Business Combination and serving as the publicly-traded registrant resulting from the Business Combination. Consequently, for the fiscal quarter ended March 31, 2024, which is used for comparative purposes to the fiscal quarter ended March 31, 2025 in this Quarterly Report, the financial condition and results of operations presented herein, including in the unaudited condensed consolidated statements that are part of this Quarterly Report, are those of Silexion (i.e., our subsidiary, Silexion Therapeutics Ltd.), which served as the accounting acquirer in the Business Combination and the predecessor entity to the Company from an accounting perspective.

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

SILEXION THERAPEUTICS CORP

INTERIM FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets (unaudited)	F -3 - F -4
Condensed Consolidated Statements of Operations (unaudited)	F -5
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders’ Equity (Capital Deficiency) (unaudited)	F -6
Condensed Consolidated Statements of Cash Flows (unaudited)	F -7 - F -8
Notes to Condensed Consolidated Financial Statements (unaudited)	F -9 - F -18

_____________________

_____________________________________

_____________________

F -2

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31
	2025		2024
	U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	6,152	$	1,187
Restricted cash		34		35
Prepaid expenses		1,478		966
Other current assets		58		62
TOTAL CURRENT ASSETS		7,722		2,250

NON-CURRENT ASSETS:
Restricted cash		47		48
Long-term deposit		5		5
Property and equipment, net		32		30
Operating lease right-of-use asset		502		530
TOTAL NON-CURRENT ASSETS		586		613
TOTAL ASSETS	$	8,308	$	2,863

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F -3

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31
	2025		2024
	U.S. dollars in thousands
Liabilities and shareholders’ equity (capital deficiency)
CURRENT LIABILITIES:
Trade payables	$	722	$	929
Current maturities of operating lease liability		155		158
Employee related obligations		624		642
Accrued expenses and other account payable		893		788
Private warrants to purchase ordinary shares (including $1 and $1 due to related party, as of March 31, 2025 and December 31, 2024, respectively)		1		2
Underwriters Promissory Note		-		1,004
TOTAL CURRENT LIABILITIES		2,395		3,523

NON-CURRENT LIABILITIES:
Long-term operating lease liability		334		368
Related Party Promissory Note		2,993		2,961
TOTAL NON-CURRENT LIABILITIES	$	3,327	$	3,329
TOTAL LIABILITIES	$	5,722	$	6,852

SEC Form 10-Q filed by Silexion Therapeutics Corp