Silentium Ltd. Filed Primary

What the company does

Silentium Ltd. develops software-based Active Acoustics solutions designed to manage in-cabin sound in vehicles. The company's technology reduces unwanted noise, enhances desired audio cues, and enables personalized, configurable acoustic experiences. Its solutions are primarily deployed in the automotive market, integrating with vehicle computing, control, and audio systems by leveraging existing microphones, speakers, processors, and electronic control units. Silentium is a development-stage company, with its technology deployed in approximately 1.8 million vehicles across 24 models and five Auto OEMs as of May 31, 2026.

Use of proceeds

We expect to receive approximately $12.5 million in net proceeds from the sale of Ordinary Shares offered by us in this offering, based upon an assumed public offering price of $7.00 per Ordinary Share. We intend to use the net proceeds (i) to acquire new OEM customers; (ii) for R&D; (iii) to expand our business with existing OEM customers; (iv) to strengthen our relationships with Tier-1 and semiconductor partners; (v) to expand into adjacent markets; and (vi) for working capital and general corporate purposes.

Underwriters

Extracted from F-1/A 0001104659-26-081255, filed Jul 7, 2026 and verified against that filing text.

Key risk factors

• Development-stage company with significant losses

  “We are a development-stage company and have a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we will continue to incur significant losses until we are able to successfully commercialize our products.”

• Need for substantial additional capital

  “We expect that we will need to raise substantial additional capital before we can expect to become profitable from sales of our products.”

• Going concern doubt

  “Our financial statements contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.”

• Material weaknesses in internal controls

  “We have identified material weaknesses in our internal control over financial reporting and had to restate previously issued financial statements, and if we fail to remediate these weaknesses or maintain effective internal controls, our business and results of operations could be adversely affected.”

• Israeli operations subject to political and military instability

  “Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.”

• PRC government oversight of Hong Kong and PRC subsidiaries

  “We principally conduct our business operations through Silentium Ltd. in Israel; however due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over our subsidiaries in Hong Kong and mainland China and may intervene in or influence our subsidiaries' operations at any time, which could result in a material change in the operations of our Hong Kong and PRC subsidiaries.”

• Passive foreign investment company risk

  “We may be a "passive foreign investment company" for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year.”