UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Item 2.02
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Results of Operations and Financial Condition.
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Item 9.01
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Financial Statements and Exhibits
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SILEXION THERAPEUTICS CORP
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Date: May 18, 2026
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By:
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/s/ Ilan Hadar
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Name:
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Ilan Hadar
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Title:
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Chief Executive Officer
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Israeli Ministry of Health Approval to Initiate Phase 2/3 Clinical
Trial of SIL204: On March 24, 2026, Silexion announced that it had received formal approval from the Israeli Ministry of Health to initiate its Phase 2/3 clinical trial evaluating the Company’s lead product candidate SIL204 for
the treatment of locally advanced pancreatic cancer. The approval represented a defining regulatory milestone for the Company, marking the transition of SIL204 into clinical-stage development of a next-generation siRNA therapy designed to
silence mutated KRAS - a driver present in approximately 90% of pancreatic cancers - and positioning Silexion as a clinical-stage biotechnology company focused on KRAS-driven cancers. The approval followed strong positive anti-tumor
activity demonstrated across multiple preclinical models, successful completion of two-species toxicology studies, and constructive regulatory engagement supporting the Phase 2/3 trial design.
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Phase 2/3 Clinical Trial Application Submitted to Germany: On
April 28, 2026, subsequent to quarter end, the Company announced the successful submission of a Clinical Trial Application (CTA) to Germany for the planned Phase 2/3 clinical trial of SIL204 in patients with locally advanced pancreatic
cancer. The CTA was submitted through the EU Clinical Trials Information System (CTIS), with Germany serving as the Reporting Member State leading the scientific assessment of the trial across the European Union. The submission was informed
by the positive written Scientific Advice received from Germany's Federal Institute for Drugs and Medical Devices (BfArM) in December 2025, and was supported by the Company's comprehensive regulatory and preclinical package, including
completed two-species toxicology studies.
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Phase 2/3 Trial Initiation Planned for the Second Quarter of 2026: The
planned Phase 2/3 clinical study is expected to begin in the second quarter of 2026 and will include an initial safety run-in cohort of approximately 18 patients, followed by expansion into a randomized cohort of approximately 166 patients.
The study is designed to evaluate SIL204 in combination with standard chemotherapy in patients with locally advanced pancreatic cancer using Silexion's dual-route administration approach - combining intratumoral delivery to target primary
tumors with systemic administration to address metastatic disease. The Company plans to conduct the trial at leading oncology centers in Germany and across additional EU member states, in parallel with previously announced Israeli sites led
by Sheba Medical Center.
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Research and development (“R&D”) expenses for the three
months ended March 31, 2026, were approximately $1.4 million, compared to approximately $0.6 million for the same period in 2025, an increase of 133.3%. The increase was primarily driven by approximately $0.7 million in higher subcontractor
and consultant expenses related to toxicology studies and product development required to support initiation of the planned human clinical trial expected in the second quarter of 2026, including GMP manufacturing of our drug product, as
well as approximately $0.1 million in non-cash share-based compensation expenses related to executive officer grants awarded in February 2026.
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General and administrative (“G&A”) expenses for the three
months ended March 31, 2026, were approximately $1.4 million, compared to approximately $1.1 million for the same period in 2025, an increase of 27.3%. The increase was primarily driven by approximately $0.26 million in higher professional
services costs, including legal, investor relations, director compensation, and other expenses associated with operating as a public company, as well as approximately $0.2 million in non-cash share-based compensation expenses related to
executive officer and director grants awarded in February 2026.
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Net loss for the three months ended March 31, 2026, was
approximately $2.7 million, compared to approximately $1.7 million for the same period in 2025, an increase of 58.8%. The increase was primarily attributable to higher research and development expenses, primarily related to preparations for
the human clinical trial, and higher general and administrative expenses.
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Cash and cash equivalents were $2.4 million as of March 31, 2026, compared to $6.0 million as of December 31, 2025. The decrease primarily reflects ongoing operating
expenses supporting preclinical and clinical readiness activities for the planned initiation of the Phase 2/3 clinical trial of SIL204.
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Subsequent to quarter end, the Company strengthened its balance sheet through a May 2026 warrant exercise inducement transaction generating approximately $1.0
million in gross proceeds and through utilization of its at-the-market facility. The Company has reported that the May 2026 warrant exercise transaction, together with additional equity-increasing transactions effected on or about May 15,
2026, have raised its shareholders' equity above the $2.5 million minimum under the Nasdaq Capital Market continued listing requirements, which the Company believes constitutes restored compliance with those requirements.
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March 31,
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December 31,
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2026
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2025
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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2,413
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$
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5,991
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Restricted cash
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27
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27
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Prepaid expenses
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1,529
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570
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Other current assets
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96
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49
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TOTAL CURRENT ASSETS
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4,065
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6,637
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NON-CURRENT ASSETS:
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Restricted cash
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58
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57
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Long-term deposit and other non-current assets
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76
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84
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Property and equipment, net
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23
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25
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Operating lease right-of-use asset
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380
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412
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TOTAL NON-CURRENT ASSETS
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537
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578
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TOTAL ASSETS
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$
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4,602
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$
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7,215
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March 31,
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December 31,
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2026
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2025
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LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
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CURRENT LIABILITIES:
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Trade payables
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$
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912
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$
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787
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Current maturities of operating lease liability
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185
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182
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Employee related obligations
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560
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879
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Other account payable
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850
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910
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Private warrants to purchase ordinary shares (including $* due to related party as of March 31, 2026 and December 31, 2025)
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*
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*
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Related Party Promissory Note
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1,553
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—
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TOTAL CURRENT LIABILITIES
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4,060
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2,758
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NON-CURRENT LIABILITIES:
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Long-term operating lease liability
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251
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286
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Related Party Promissory Note
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—
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1,568
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TOTAL NON-CURRENT LIABILITIES
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$
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251
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$
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1,854
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TOTAL LIABILITIES
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$
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4,311
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$
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4,612
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SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY):
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Ordinary shares ($0.0135 par value per share, 9,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 3,394,865
and 3,126,651 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)
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46
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42
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Additional paid-in capital
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58,144
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57,727
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Accumulated deficit
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(57,899
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(55,166
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)
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TOTAL SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
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$
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291
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$
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2,603
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
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$
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4,602
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$
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7,215
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Three months ended March 31,
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2026
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2025
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OPERATING EXPENSES:
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Research and development (including $130 and $0 from related parties for the three-month periods ended March 31, 2026 and 2025,
respectively)
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$
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1,370
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$
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590
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General and administrative (including $215 and $21 from related parties for the three-month periods ended March 31, 2026 and
2025, respectively)
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1,379
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1,060
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TOTAL OPERATING EXPENSES
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2,749
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1,650
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OPERATING LOSS
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2,749
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1,650
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Financial expense (income), net (including $(15) and $32 from related parties for the three-month periods ended March 31, 2026
and 2025, respectively)
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(16
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85
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LOSS BEFORE INCOME TAX
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$
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2,733
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$
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1,735
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INCOME TAX
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*
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*
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NET LOSS
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$
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2,733
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$
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1,735
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LOSS PER SHARE, BASIC AND DILUTED
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$
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0.85
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$
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3.84
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WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE
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3,230,378
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451,990
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