Silexion Therapeutics Corp 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introductory Note The following discussion and analysis of our financial condition and results of operations (this “ MD&A ”) should be read in conjunction with the financial statements and the related notes included elsewhere in this quarterly report. Some of the information contained in this discussion and analysis or set forth in this quarterly report, including information with respect to our plans, objectives, expectations, projections, and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set out in “Part I— Item 1A. Risk Factors” in our 2025 annual report, our actual results could differ materially from the results described in or implied by these forward-looking statements. See also the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this quarterly report. Unless the context otherwise requires, references to “Silexion,” the “Company,” “we,” “us” and “our” in this MD&A generally refer to Silexion Therapeutics Corp, a Cayman Islands exempted company. For periods prior to the Business Combination, these terms refer to Silexion Israel, an Israeli company, through which our operations were conducted prior to the Business Combination. Overview Overview of Operations We are a clinical-stage biotechnology company developing, through our subsidiaries, RNA interference (RNAi) therapies for cancers driven by mutations in the Kirsten rat sarcoma viral oncogene homolog (“ KRAS ”). Our 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. In pancreatic cancer, for example, approximately 92% of patients have this mutated oncogene. While multiple pharmaceutical companies are pursuing strategies to inhibit KRAS and thereby limit its downstream signaling, our approach is differentiated by targeting the root cause of oncogenic signaling; our lead product candidate, SIL204, is a second-generation siRNA therapy that is engineered to suppress the KRAS oncogene itself, preventing the production of the oncogenic protein. We utilize an integrated treatment approach that combines administering SIL204 both directly into the tumor and systemically via subcutaneous injection, in combination with standard-of-care chemotherapy. In a previous Phase 2 clinical trial with our first-generation siRNA, the combination of siRNA and standard-of-care chemotherapy demonstrated an overall survival benefit compared to standard-of-care chemotherapy alone. Building on preclinical advancements and regimen optimization, we believe SIL204 has the potential to further improve clinical outcomes. During the second quarter of 2026, we received formal regulatory approvals— from the Israeli Ministry of Health (the “ Israeli MoH ”) and Germany's Federal Institute for Drugs and Medical Devices (“ BfArM ”) (in the case of BfArM, based on the positive opinion of the Ethics Committee of the North Rhine Medical Association — to initiate our Phase 2/3 clinical trial for SIL204 in locally advanced pancreatic cancer subjects in Israel and Germany, respectively. Subsequent to the end of the quarter covered by this report, in late July 2026, we initiated the trial at the Tel Aviv Sourasky Medical Center in Tel Aviv, Israel (after having received the approval of the Helsinki Ethics Committee of Tel Aviv Sourasky Medical Center), with commencement of patient screening expected within weeks thereafter and first patient dosing expected to follow. We furthermore expect, in the coming months, that additional Israeli and German trial sites will complete customary site activation procedures, including contracting and budget finalization, and will join the trial. The supply of our SIL204 product candidate for the clinical trials has been manufactured via current good manufacturing practice (cGMP) by Catalent, Inc. at its facility in Limoges, France. 2 Overview of Financing Activities As a clinical stage company, we have not realized any revenues to date, and have been solely reliant on financing transactions to fund our operations. Prior to the Business Combination, as a private company, we financed our operations primarily with the net proceeds from private offerings of our ordinary shares and convertible preferred shares, convertible financing agreements, and Simple Agreement for Future Equity (SAFE) financings, as well as royalty-bearing grants from the Israeli Innovation Authority (the “ IIA ”). Those grants totaled $5.8 million through June 30, 2026, all of which was received prior to the Business Combination. Since the Closing of the Business Combination, we have primarily relied upon public offerings and private financings to finance our operations, specifically: public offerings of ordinary shares and/or pre-funded warrants, together with ordinary warrants; sales of ordinary shares into the public market in an ongoing manner under the ATM Agreement; and induced ordinary warrant exercise transactions. Initially as a public company, at the time of the Closing of the Business Combination, we raised $2.0 million via a private investment in public entity (PIPE) financing, in which Moringa sold to Greenstar, LP, an affiliate of the Moringa sponsor, 148 newly issued Moringa ordinary shares at a price of $13,500 per share. Those shares were converted into an equivalent number of Silexion ordinary shares at the Closing. Also in connection with the Closing, we entered into an ordinary share purchase agreement, dated August 13, 2024 and effective as of August 15, 2024, with White Lion Capital, LLC, which provided us with an equity line of credit (the “ ELOC ”) of up to $15.0 million. We utilized the ELOC for financings from time to time during the early periods following the Closing of the Business Combination, having raised an aggregate of $3.1 million, all of which was raised prior to December 31, 2024. The ELOC expired on December 31, 2025. Subsequent to that initial period, we transitioned to alternative financing transactions. In January 2025, September 2025, and August 2026, we completed public offerings in which we raised gross proceeds of approximately $5.0 million, $6.0 million and $2.5 million, respectively, before deducting placement agent fees and other offering expenses. In connection with the January 2025 and September 2025 public offerings, investors exercised ordinary warrants and Series B ordinary warrants, respectively, which provided us with additional gross proceeds of $0.9 million and $1.78 million, respectively. As follow-up transactions to the January 2025 and September 2025 public offerings, we completed induced warrant exercise transactions in January 2025, August 2025, and May 2026, which raised gross proceeds of approximately $3.3 million, $1.8 million, and $1.0 million, respectively, before deducting placement agent fees and other offering expenses. H.C. Wainwright served as the exclusive placement agent for each of those public offerings and induced warrant exercise transactions. Recently, we have been financing our operations on an ongoing basis via our ATM program with H.C. Wainwright, which we entered into in September 2025 and under which we may raise up to $13.17 million via sales of our ordinary shares into the open market. While we were unable to effect any sales under the ATM during 2025, during the second and first quarters of 2026, we raised approximately $1.9 million and $0.08 million (in each case, net of sales agent fees and issuance costs), respectively, and in July 2026 and thus far in August 2026 (through August 11, 2026), we have raised $0.3 million (net of sales agent fees), in the aggregate, from the sale of ordinary shares under the ATM. Please see “ Liquidity and Capital Resources ” below in this MD&A for further detail regarding our financing transactions. Overview of Financial Condition Since our inception, we have incurred significant operating losses. Our net losses were $6.3 million and $3.6 million for the six months and three months ended June 30, 2026, respectively, and $11.9 million for the year ended December 31, 2025. As of June 30, 2026, we had an accumulated deficit of $61.5 million. 3 We expect to continue to incur significant expenses and operating losses for the foreseeable future. The net losses we incur may fluctuate significantly from quarter to quarter. Our expenses will depend on many factors, including, among other matters: the timing and extent of spending for our clinical trials, regulatory applications, and any further development activities, in each case related to SIL204; the extent of our related research and development activities; our investments in potential additional pipeline products; and whether and when we retain additional personnel to expand our operations. Our expenses will increase as and if we: • advance with our Phase 2/3 clinical trials seeking statistically significant results with respect to our SIL204 product candidate in locally advanced pancreatic cancer subjects in Israel and Germany; • seek marketing approvals for SIL204 in various territories; • apply for Orphan Drug Designation in both the U.S. and EU for SIL204; • maintain, expand and protect our intellectual property portfolio; • hire additional operational, clinical, quality control and scientific personnel; • add additional product candidates to our pipeline; • develop additional cancer indications for SIL204; • add operational, financial and management information systems and personnel, including personnel to support our product development, any future commercialization efforts and our status as a public company; and • invest in research and development and regulatory approval efforts in order to utilize our technology as a broader platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics. Nasdaq Listing Compliance as Support for Financing Activities and Financial Condition Our financial condition depends on, and is supported by, our ability to fund our operations on an ongoing basis, including through equity financings. Our Nasdaq listing facilitates that ability, as many potential investors or financing sources may be unwilling to consider an investment in our company on reasonable terms— or at all— if our ordinary shares and warrants were to be delisted from Nasdaq. Such a delisting would likely reduce the liquidity of our securities and increase volatility in our trading price. As of June 30, 2026, our shareholders’ equity was below the requisite $2.5 million level and totaled to $44 thousand. Nevertheless, as a result of our consummation of our August 2026 Offering in which we raised approximately $2.5 million, and additional equity-increasing transactions following the second quarter ended June 30, 2026, such as sales under the Company’s at-the-market (ATM) offering program in an aggregate amount of $0.3 million, and the conversion of $0.8 million outstanding principal amount under the A&R Sponsor Promissory Note into ordinary shares, we have restored our shareholders’ equity as of June 30, 2026, as adjusted to reflect the foregoing transactions, above the $2.5 million level as of the date of this quarterly report, to approximately $3.2 million. While we believe we have successfully addressed all immediate compliance concerns, we must continue to maintain compliance with all Nasdaq Capital Market listing standards. There can be no assurance that we will be able to maintain compliance with the shareholders’ equity requirement, the minimum bid price requirement, or any other applicable standard for continued listing on the Nasdaq Capital Market on an ongoing basis. Past Remedy of Nasdaq Listing Deficiencies, Including Via Hearings Process Our current compliance with the continued listing requirements of the Nasdaq Capital Market reflects our remediation of deficiencies to which we had been subject, both recently and also during the earlier stages of our history as a public company following the Business Combination. Over the course of 2025, we underwent a hearings process with Nasdaq, which together with various remedial actions that we took (including financing transactions and a reverse share split), restored our compliance with Nasdaq listing rules related to shareholders’ equity and minimum bid price, thereby enabling us to avoid the delisting of our ordinary shares and public warrants from Nasdaq. As of September 25, 2025, we received confirmation from Nasdaq that we had restored our compliance with each such Nasdaq listing requirement, subject to an ongoing mandatory panel monitoring period until September 23, 2026. To the extent we are found to once again be out of compliance with the shareholders’ equity requirement during the monitoring period, we will be subject to an immediate delisting notice, without entitlement to a cure or compliance period, subject to our right to request a new hearing before a hearings panel in order to prevent a delisting of our securities from Nasdaq. The threat of an immediate delisting from Nasdaq materialized on May 22, 2025, when we received a delisting notice from the Nasdaq Listing Qualifications Department in respect of two listing deficiencies that we had been unable to remedy during the six-month cure period since we had initially been notified of those deficiencies, on November 19, 2024. The deficiencies related to our failure to maintain (i) a minimum market value of listed securities of $50 million and (ii) a minimum market value of publicly held shares of $15 million, in each case for continued listing on the Nasdaq Global Market (on which our securities were initially listed upon completion of the Business Combination). We appealed the delisting notice to a Nasdaq hearings panel, and a hearing was held before the panel on June 26, 2025. On July 7, 2025, we received a favorable decision from the hearings panel, granting our request to remain listed on Nasdaq, subject to certain conditions. Pursuant to the favorable outcome, the listings of our ordinary shares and warrants were transferred from the Nasdaq Global Market to the Nasdaq Capital Market. 4 Under the terms of the decision reached by the hearings panel, the continued listing of our securities on the Nasdaq Capital Market was conditioned on our fulfillment of the terms of the compliance plan that we had presented to the panel in connection with the June 26, 2025 hearing. That plan was designed to enable us to achieve at least $2.5 million of shareholders’ equity and thereby comply with the Equity Standard for listing on the Nasdaq Capital Market on a continued basis. The terms of the compliance plan required, in primary part, that on or before September 19, 2025, we demonstrate in a report filed under the Exchange Act our restoration of compliance with, and our expected long-term compliance with, the shareholders’ equity requirement, as to be demonstrated in a balance sheet not older than 60 days to be included in such a filing. We demonstrated that restoration of compliance with the shareholders’ equity requirement in our current report on Form 8-K that we filed with the SEC on September 15, 2025. In addition to becoming subject to, and remedying, a Nasdaq shareholders’ equity listing deficiency, we also became subject to, and subsequently remedied, a Nasdaq minimum bid price deficiency. On July 18, 2025, we received a letter from Nasdaq notifying us that for the 30 consecutive business days preceding the letter, the closing bid price of our ordinary shares was below the minimum $1.00 per share bid price required for continued listing on Nasdaq. The letter indicated that the Nasdaq panel would consider the bid price deficiency in its decision as to whether to enable us to remain listed on the Nasdaq Capital Market. Following shareholder approval at our reconvened annual general meeting on July 14, 2025, we effected a 1-for-15 reverse share split on July 29, 2025, which raised the price of our ordinary shares above $1.00, and we maintained a closing price above $1.00 for more than 10 consecutive trading days afterwards, thereby remedying the minimum bid price deficiency. As a result of our remedy of each of the shareholders’ equity and minimum bid price deficiencies, on September 23, 2025, we received a letter from Nasdaq confirming that we had demonstrated compliance with the requirements related to each such prior deficiency. As described in that letter, we are subject to a mandatory panel monitoring period until September 23, 2026. If, during that one-year monitoring period, the Nasdaq staff determines that our company is again out of compliance with the shareholders’ equity requirement, we would not be permitted to submit a plan of compliance or be granted additional time to regain compliance, nor would we be afforded an applicable cure or compliance period. Instead, the staff would issue a “Delist Determination Letter,” and we would have the opportunity to request a new hearing before the same panel from our June 2025 hearing or, if that panel is unavailable, before a newly convened hearings panel. Authorized Share Capital Increases as Support for Financing Activities and Financial Condition Our financing activities and our Nasdaq listing compliance are dependent on an ample supply of authorized share capital, which has sometimes been depleted due to a combination of frequent financing transactions and declines in the price of our ordinary shares (the latter of which necessitates the issuance of a greater number of shares to successfully complete the former). We have actively replenished our reserve of ordinary shares twice recently, which under Cayman law and our amended and restated articles of association requires the approval of our shareholders to an effective amendment to our memorandum of association. At extraordinary general meetings originally held on April 28, 2026 and (subsequent to the quarterly period covered by this quarterly report) July 13, 2026, which were reconvened on May 5, 2026 and July 20, 2026, respectively (the “May 2026 extraordinary general meeting” and “July 2026 extraordinary general meeting”, respectively), our shareholders approved increases to our authorized share capital. 5 The approval at the May 2026 extraordinary general meeting resulted in an increase in our authorized share capital from $121,500, divided into 900,000 ordinary shares with a par value of $0.135 each, to $796,500, divided into 5,900,000 ordinary shares with a par value of $0.135 each. The approval at the July 2026 extraordinary general meeting resulted in a further increase to our authorized share capital from $796,500, divided into 5,900,000 ordinary shares of a par value of $0.135 each, to $2,146,500, divided into 15,900,000 ordinary shares of a par value of $0.135 each. These increases have provided us with additional capacity to issue equity securities pursuant to financing transactions and other equity-enhancing arrangements, including our May 2026 induced warrant exercise transaction, our August 2026 public offering, and our ongoing sales of ordinary shares under the ATM program, which gained traction in the months of May, June, July and August 2026, thereby enhancing our ability to maintain compliance with the Nasdaq minimum shareholders’ equity requirement. Reverse Share Splits as Support for Financing Activities and Financial Condition In addition to the increases to our authorized share capital, we have employed (both recently—in the second quarter of 2026— and previously) other means to support our ability to finance our operations and maintain compliance with Nasdaq listing requirements. Our completion of a 1-for-10 reverse share split in May 2026 proactively bolstered the trading market for our ordinary shares by proportionately increasing (initially) the trading price of our shares. That increase has enhanced the attractiveness of our ordinary shares to a larger pool of potential investors who would not invest in a company with a share price slightly above or below $1.00, while also supporting our compliance with the Nasdaq minimum bid price requirement (which requires the trading price of our ordinary shares to close at or above $1.00 on an ongoing basis). As with the increases to our authorized share capital, the 1-for-10 reverse share split required, under Cayman Islands law and our articles of association, the approval of our shareholders (and, subsequently, implementation by our board of directors). Our shareholders approved that reverse share split at the May 2026 extraordinary general meeting, following which our board of directors effected the 1-for-10 reverse share split of all issued and outstanding, and authorized but unissued, ordinary shares after the close of business on May 28, 2026. Our ordinary shares began trading on a reverse split-adjusted basis on the Nasdaq Capital Market under the existing ticker symbol “SLXN” at the market open on May 29, 2026. As a result of the reverse share split, our authorized share capital remained at the time at $796,500 (prior to our July 2026 increase), but was adjusted, at the time, to consist of 5,900,000 ordinary shares with a par value of $0.135 per share instead of 59,000,000 ordinary shares with a par value of $0.0135 per share. As described above (under “ Overview of Nasdaq Listing Compliance — Past Remedy of Nasdaq Listing Deficiencies, Including Via Hearings Process ”), previously, in July 2025 (as well as, at a time that predated the three-month and six-month periods in 2026 and 2025 covered by this quarterly report, in November 2024), we had effected a reverse share split to achieve the same objectives— support for our financing activities and maintenance of our compliance with the $1.00 minimum bid price requirement of Nasdaq. That prior reverse share split was effected on July 28, 2025 at a ratio of 1-for-15 (and, during a period preceding the periods covered by this quarterly report, on November 27, 2024 at a ratio of 1-for-9), and was reflected in the market price of the ordinary shares pre-market on July 29, 2025 (and November 29, 2024), after having been approved by our shareholders at an extraordinary general meeting held (following adjournment) on July 14, 2025 (and November 19, 2024). Because of our reverse share split on May 28, 2026, if our share price were to close below $1.00 for 30 consecutive trading days prior to the end of the one-year period following that reverse share split (i.e., prior to May 29, 2027), we would be subject to immediate delisting proceedings, subject to our ability to appeal any delisting determination to a Nasdaq hearings panel. 6 Components of our Results of Operations Operating Expenses Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, and consist primarily of the cost of payroll and related expenses, payroll taxes and other employee benefits including share-based compensation related to employees, subcontractors costs, preclinical and clinical trials costs and consulting fees. We expect to continue to invest in research and development to develop SIL204, including, subject to our financial capacity, hiring additional employees and continuing the research and development of that product candidate. As a result, we expect that our research and development expenses will continue to increase in the future. General and Administrative Expenses General and administrative expenses consist primarily of personnel costs, including share-based compensation related to directors and employees, patent application fees, office space rental costs, and maintenance expenses, external professional service costs, including legal, accounting, audit, insurance, human resource services, travel expenses and other consulting fees. Our general and administrative expenses have increased, and we expect that— subject to our financial capacity— they will continue to increase in the future, as we fund our continued research and development activities, primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company, including costs to comply with the rules and regulations applicable to public companies, such as costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and Nasdaq listing standards, investor relations, insurance and professional services. Financial expenses, net Finance expenses consist primarily of changes in fair value of financial liabilities measured at fair value, interest expenses (income), and exchange rate differences expenses. Results of Operations We are providing within this section a discussion and analysis of our historical statement of operations data in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”). Our financial statements included elsewhere in this quarterly report, as well as the financial data and related discussion and analysis contained in this MD&A, relate to our financial condition and results of operations as of, and for the three-month and six-month periods ended, June 30, 2026, as compared to the corresponding information as of, and for the three-month and six-month periods ended, June 30, 2025. 7 Comparison of six-month periods ended June 30, 2026 and 2025 The following table summarizes our results of operations for the six-month periods ended June 30, 2026 and 2025: Six-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Operating expenses: Research and development $ 3,582 $ 1,608 General and administrative 2,847 2,326 Total operating expenses 6,429 3,934 Operating loss 6,429 3,934 Financial expenses (income), net (145 ) 301 Loss before income tax 6,284 4,235 Income tax * 3 Net loss $ 6,284 $ 4,238 * Represents an amount less than $1 Research and Development Expenses The following table summarizes our research and development expenses for the six-month periods ended June 30, 2026 and 2025: Six-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Payroll and related expenses $ 774 $ 854 Share-based compensation expenses 230 - Subcontractors and consultants 2,429 598 Rent and maintenance 106 95 Other 43 61 Total research and development expenses $ 3,582 $ 1,608 Research and development expenses increased by approximately $2.0 million, or 125.0%, to $3.6 million for the six-month period ended June 30, 2026, compared to $1.6 million for the six-month period ended June 30, 2025. The increase resulted mainly from an increase in subcontractors’ and consultants’ expenses in an aggregate amount of $1.8 million, reflecting our operational ramp-up and preparations, required to support the initiation of our Phase 2/3 human clinical trial, which was initiated in July 2026. These expenses primarily arose from toxicology studies costs, product development costs, GMP manufacturing costs of our product candidate, regulatory approval expenses, and contract research organization (“CRO”) setup costs. General and Administrative Expenses The following table summarizes our general and administrative expenses for the six-month periods ended June 30, 2026 and 2025: Six-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Payroll and related expenses $ 661 $ 739 Share-based compensation expenses 312 58 Professional service 1,571 1,111 Depreciation 5 7 Rent and maintenance 94 85 Patent registration 10 51 Travel expenses 37 91 Other 157 184 Total general and administrative expenses $ 2,847 $ 2,326 8 General and administrative expenses increased by approximately $0.5 million, or 21.7%, to $2.8 million for the six-month period ended June 30, 2026, compared to $2.3 million for the six-month period ended June 30, 2025. The increase resulted mainly from an increase in professional services costs in an amount of $0.5 million, primarily related to legal, consultants, and other expenses associated with the costs of operating as a public company. Financial expenses, net Financial expenses (income), net decreased by approximately $0.4 million, to $(0.1) million of financial income for the six-month period ended June 30, 2026, compared to $0.3 million of financial expenses for the six-month period ended June 30, 2025. The decrease was mainly due to the revaluation of financial instruments (mainly promissory notes). Net loss Net loss increased by approximately $2.1 million, or 50.0%, to $6.3 million for the six-month period ended June 30, 2026, compared to $4.2 million for the six-month period ended June 30, 2025. The increase was mainly due to an increase in our research and development expenses (mainly related to preparations for the human clinical trial, initiated in July 2026) and an increase to our general and administrative expenses. This increase was partly offset by a decrease in financial expenses, net, due to the revaluation of financial instruments. Comparison of three-month periods ended June 30, 2026 and 2025 The following table summarizes our results of operations for the three-month periods ended June 30, 2026 and 2025: Three-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Operating expenses: Research and development $ 2,212 $ 1,018 General and administrative 1,468 1,266 Total operating expenses 3,680 2,284 Operating loss 3,680 2,284 Financial expenses (income), net (129 ) 216 Loss before income tax 3,551 2,500 Income tax * 3 Net loss $ 3,551 $ 2,503 * Represents an amount less than $1 9 Research and Development Expenses The following table summarizes our research and development expenses for the three-month periods ended June 30, 2026 and 2025: Three-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Payroll and related expenses $ 511 $ 485 Share-based compensation expenses 100 - Subcontractors and consultants 1,538 442 Rent and maintenance 51 55 Other 12 36 Total research and development expenses $ 2,212 $ 1,018 Research and development expenses increased by approximately $1.2 million, or 120%, to $2.2 million for the three-month period ended June 30, 2026, compared to $1.0 million for the three-month period ended June 30, 2025. The increase resulted mainly from an increase in subcontractors’ and consultants’ expenses in an aggregate amount of $1.1 million reflecting our operational ramp-up and preparations, required to support the initiation of our Phase 2/3 human clinical trial, which was initiated in July 2026. These expenses primarily arose from toxicology studies costs, product development costs, GMP manufacturing costs of our product candidate, regulatory approval expenses and CRO setup costs. General and Administrative Expenses The following table summarizes our general and administrative expenses for the three-month periods ended June 30, 2026 and 2025: Three-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Payroll and related expenses $ 420 $ 407 Share-based compensation expenses 97 37 Professional service 788 586 Depreciation 3 3 Rent and maintenance 45 55 Patent registration 2 47 Travel expenses 37 37 Other 76 94 Total general and administrative expenses $ 1,468 $ 1,266 General and administrative expenses increased by approximately $0.2 million, or 15.4%, to $1.5 million for the three-month period ended June 30, 2026, compared to $1.3 million for the three-month period ended June 30, 2025. The increase resulted mainly from an increase in professional services costs in an amount of $0.2 million, primarily related to consultants, and other expenses associated with the costs of operating as a public company. Financial expenses, net Financial expenses (income), net decreased by approximately $0.3 million, to $(0.1) million of financial income, net, for the three-month period ended June 30, 2026, compared to $0.2 million of financial expenses, net, for the three-month period ended June 30, 2025. The decrease was mainly due to the revaluation of financial instruments (mainly promissory notes). Net loss Net loss increased by approximately $1.1 million, or 44.0%, to $3.6 million for the three-month period ended June 30, 2026, compared to $2.5 million for the three-month period ended June 30, 2025. The increase was mainly due to an increase in our research and development expenses mainly related to preparations for the human clinical trial initiated in July 2026, and general and administrative expenses. This increase was partly offset by a decrease in financial expenses, net, due to the revaluation of financial instruments. 10 Liquidity and Capital Resources Overview Our capital requirements depend on many factors, including the scale and pace at which our Phase 2/3 clinical trials with respect to SIL204 proceed, and the timing and extent of spending to support any and all of the following: further development of SIL204 (if and as necessary); further research and development efforts; investments in potential additional pipeline products; and (to the extent our financial resources enable) increased overall compensation as we continue to hire additional personnel. For the six months and three months ended June 30, 2026, we had net losses of $6.3 million and $3.6 million, respectively. As of June 30, 2026, our cash and cash equivalents totaled $2.2 million. To date, our principal sources of liquidity have evolved together with our progression as a company. As a private company, we (i.e., Silexion Israel) raised proceeds from private offerings of our ordinary shares and convertible preferred shares, grants from the Israeli Innovation Authority, issuance of convertible financing agreements (CFA), and SAFE financings. Upon the Closing of the Business Combination, we raised $2.0 million from a PIPE in which Greenstar, LP, an affiliate of the Moringa sponsor, purchased Moringa ordinary shares that converted automatically into Silexion ordinary shares, and we put into place an ELOC, under which we raised an aggregate of $3.1 million (all of which was raised during the year ended December 31, 2024). Following the Closing, as a public company with ordinary shares and warrants registered under the Exchange Act and trading on Nasdaq, we have obtained financings in various manners, primarily the following, which are described in greater detail below: • registered public offerings of ordinary shares and pre-funded warrants, along with ordinary warrants, in January 2025, September 2025 and August 2026 (as described below under “ Public Offerings via H.C. Wainwright”) ; • induced warrant exercise transactions, which were completed in January 2025, August 2025, and May 2026 (as described below under “ Induced Warrant Exercise Transactions”); • additional warrant exercises, such as in connection with the January 2025 and September 2025 public offerings, when investors exercised following the closing of those offerings ordinary warrants and Series B ordinary warrants issued in those respective offerings, yielding $0.9 million and $1.78 million of gross proceeds, respectively; and • ongoing financings via the ATM Agreement, under which we have raised approximately $0.08 million and $1.9 million during the first and second quarters of 2026, respectively (net of fees and issuance costs), and an additional $0.3 million (net of sales agent fees) following the end of the second quarter of 2026 up until the filing date of this quarterly report. We furthermore anticipate additional ongoing financings via the ATM pursuant to the ATM Agreement with H.C. Wainwright, which provides for the potential sale of up to $13.17 million of our ordinary shares under our shelf registration statement on Form S-3, of which approximately $10.9 million remains available for future sales of ordinary shares as of the filing date of this quarterly report. Based on our current business plan, we believe our current cash and cash equivalents, and anticipated cash flow from operations, will not be sufficient to meet our anticipated cash requirements for the next 12 months from the filing date of this quarterly report, but rather through the fourth quarter of 2026 under our current business plan,. We will need to raise additional capital to finance our operations, expand our business and pipeline, maintain our compliance with the Nasdaq shareholders’ equity requirement, or for other reasons. Assumption Regarding Going Concern Note 1(e) to our unaudited consolidated financial statements for the three-month and six-month periods ended June 30, 2026 included in this quarterly report and Note 1(e) to our audited consolidated financial statements for the year ended December 31, 2025 included in the 2025 annual report describe the substantial doubt about our ability to continue as a going concern as of those respective dates. Additionally, in its report accompanying our audited consolidated financial statements included in the 2025 annual report, our independent registered public accounting firm included an explanatory paragraph stating that our recurring losses from operations and our cash outflows from operating activities raise substantial doubt as to our ability to continue as a going concern. That means that our management and independent registered public accounting firm have expressed substantial doubt about our ability to continue our operations without an additional infusion of capital from external sources. Our unaudited consolidated financial statements included herein have been prepared on a going concern basis and do not include any adjustments that may be necessary should we be unable to continue as a going concern. If we are unable to finance our operations, our business would be in jeopardy and we might not be able to continue operations and might have to liquidate our assets. In that case, investors might receive less than the value at which those assets are carried on our consolidated balance sheets as of June 30, 2026, and it is likely that investors would lose part or all of their investment in our company. 11 Contractual Obligations; Off-Balance sheet Arrangements We have lease obligations and other contractual obligations and commitments as part of our ordinary course of business. See “ Note 5— Leases ” and “ Note 7— Commitments and Contingent Liabilities” to our consolidated financial statements for the year ended December 31, 2025 included in our 2025 annual report for information about our lease obligations. We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements involving commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, cash requirements or capital resources. Public Offerings via H.C. Wainwright On January 15, 2025 and January 17, 2025, and again on September 11, 2025 and September 12, 2025 , and on August 11, 2026 and August 13, 2026, we priced and closed, respectively, registered public offerings in which we offered and sold, on a best efforts basis, ordinary shares, pre-funded warrants and ordinary warrants, with H.C. Wainwright as the sole placement agent (the “ January 2025 Offering ”, “ September 2025 Offering” , and “August 2026 Offering ” collectively , the “ HCW Offerings ”): • in the January 2025 Offering, (i) 14,309 ordinary shares, (ii) 10,386 pre-funded warrants to purchase up to 10,386 ordinary shares and (iii) 24,695 ordinary warrants to purchase up to 24,695 ordinary shares, at purchase prices of $202.50 per ordinary share and accompanying ordinary warrant, and $202.50 per pre-funded warrant and accompanying ordinary warrant; • in the September 2025 Offering, (i) 139,225 ordinary shares, (ii) 10,775 pre-funded warrants to purchase up to 10,775 ordinary shares, (iii) 150,000 Series A ordinary warrants, each to purchase one ordinary share, and (iv) 150,000 Series B ordinary warrants, each to purchase one ordinary share (the Series A ordinary warrants and Series B ordinary warrants are collectively referred to as “ ordinary warrants ”), at a purchase price of $40.00 per share and accompanying two ordinary warrants, and $39.99 per pre-funded warrant and accompanying two ordinary warrants. • in the August 2026 Offering, (i) 2,028,619 ordinary shares, (ii) 1,817,542 pre-funded warrants to purchase up to 1,817,542 ordinary shares and (iii) 3,846,161 Series E ordinary warrants to purchase up to 3,846,161 ordinary shares, at purchase prices of $0.65 per ordinary share and accompanying Series E ordinary warrant, and $0.6499 per pre-funded warrant and accompanying Series E ordinary warrant; Aggregate gross proceeds from the January 2025 Offering, September 2025 Offering and August 2026 Offering (without taking into account any proceeds from any future exercises of warrants) were approximately $5.0 million, $6.0 million, and $2.5 million, respectively. The pre-funded warrants from the HCW Offerings were immediately exercisable at exercise prices of $0.015, $0.001, and $0.0001 per ordinary share, for the January 2025 Offering, September 2025 Offering, and August 2026 Offering, respectively, and did not expire until exercised in full. The ordinary warrants from the January 2025 Offering, September 2025 Offering and August 2026 Offering had exercise prices of $202.50, $40.00 and $0.65 per underlying ordinary share, respectively, and were immediately exercisable. The ordinary warrants from the January 2025 Offering, Series A ordinary warrants from the September 2025 Offering, and Series E ordinary warrants from the August 2026 Offering could be exercised for five years from issuance, while the Series B ordinary warrants from the September 2025 Offering could be exercised for a period of 12 months from issuance. 12 Holders of the pre-funded and ordinary warrants do not have the right to exercise any portion of the warrants if the holder (together with parties whose beneficial ownership of ordinary shares would be aggregated with the holder’s) would beneficially own ordinary shares in excess of 4.99% (or, at the election of the holder, 9.99%) of the outstanding ordinary shares following exercise. Certain investors in the HCW Offerings entered into definitive securities purchase agreements with us, under which we agreed to abide by certain customary standstill restrictions for periods of 60 days following the closing of those offerings (in the case of the August 2026 Offering, a period of 30 days only). In addition, subject to limited exceptions, the agreements provided that for a period of one year following the closing of the respective HCW Offerings, we will not effect or enter into an agreement to effect a “variable rate transaction”, as defined in the agreements. In accordance with our engagement agreement with H.C. Wainwright, we paid to H.C. Wainwright aggregate cash placement agent fees equal to 7.0% of the gross proceeds received by us in the HCW Offerings, as well as management fees equal to 1.0% of the gross proceeds raised in the HCW Offerings. We also reimbursed H.C. Wainwright for certain of its expenses in connection with the offerings. Pursuant to the engagement agreement, we also issued to H.C. Wainwright (or its designees) 1,729, 10,500 and 269,231 placement agent warrants to purchase up to 1,729, 10,500 and 269,231 ordinary shares, respectively, in the three HCW Offerings, representing 7.0% of the sum of the shares and pre-funded warrants sold in the offerings. Those placement agent warrants have exercise prices of $253.13, $50.00 and $0.8125, respectively, per ordinary share (representing 125% of the public offering price per ordinary share and accompanying ordinary warrant(s) in the respective offerings), are exercisable for five years from the date of the commencement of sales in the HCW Offerings, and otherwise reflect substantially the same terms as the ordinary warrants sold in the HCW Offerings. The net proceeds to us from the HCW Offerings were approximately $4.25 million, $5.20 million and $2.1 million, before deducting estimated offering expenses payable by us. We have used and will continue to use the proceeds from the HCW Offerings to advance our pre-clinical and clinical studies, and for general corporate purposes. Induced Warrant Exercise Transactions On January 29, 2025, July 31, 2025, and May 15, 2026, we entered into inducement offer letter agreements with holders of 14,810, 15,211, and 199,510, respectively, of our existing ordinary warrants. Those warrants had been issued in the January 2025 Offering, the January 2025 induced warrant exercise transaction, the July 31/August 1, 2025 induced warrant exercise transaction, and the September 2025 Offering. Under the warrant inducement offer letter agreements, on January 30, 2025, August 1, 2025, and May 18, 2026, the holders exercised those warrants for cash and purchased 14,810, 15,211, and 199,510 ordinary shares, respectively, at cash exercise prices of $202.50, $115.70 and $5.00 per share, respectively, and in consideration of our issuance to them of new ordinary warrants to purchase up to an aggregate of 14,810, 30,422, and 399,020 ordinary shares, respectively, at exercise prices of $225.00, $113.20, and $5.00, respectively, per share. In the January 2025 induced warrant exercise transaction, the exercising holders also paid us an additional $18.80 per new ordinary warrant issued to them. We received aggregate gross proceeds of approximately $3.3 million, $1.8 million, and $1.0 million from the exercise of the existing warrants by the holders in January 2025, August 2025, and May 2026, respectively, before deducting placement agent fees and other offering expenses payable by us. We engaged H.C. Wainwright to act as our exclusive placement agent in connection with the transactions contemplated by the inducement letters and paid H.C. Wainwright cash fees equal to 7.0% of the aggregate gross proceeds received from the holders’ exercise of their existing ordinary warrants, as well as management fees equal to 1.0% of the gross proceeds from the exercise of those warrants. We also issued to H.C. Wainwright or its designees placement agent warrants to purchase up to 1,037, 1,065, and 13,966 ordinary shares, respectively (representing 7.0% of the existing ordinary warrants that were exercised in the respective transactions), which have the same terms as the new warrants issued in the transactions, except that the placement agent warrants have exercise prices equal to $276.60 per share, $144.60, and $5.00 per share, respectively (125% of (i) the sum of the exercise price of the existing warrants exercised, and the additional $18.80 paid per new ordinary warrant, in the January 2025 transaction, (ii) the $115.70 exercise price of the existing warrants exercised, in the August 2025 transaction, and (iii) the $5.00 exercise price of the existing warrants exercised, in the May 2026 transaction). 13 Similar to the new ordinary warrants issued to investors in these transactions, the placement agent warrants became exercisable either immediately from the date of issuance (in the case of the January 2025 warrant exercise transactions), upon approval by our shareholders of an increase in our authorized share capital, which occurred on August 19, 2025 at our reconvened extraordinary general meeting (in the case of the August 2025 induced warrant exercise transaction), or upon approval by our shareholders of the exercisability of the new ordinary warrants and placement agent warrants, which occurred on July 20, 2026 at our reconvened extraordinary general meeting (in the case of the May 2026 induced warrant exercise transaction). All new warrants and placement agent warrants issued in these transactions remain exercisable until the 24-month anniversary of the effective date of the resale registration statements filed to cover the resale of shares underlying the new warrants and placement agent warrants (except for the new ordinary warrants issued in the May 2026 induced warrant exercise transaction, of which 204,500 warrants, along with all placement agent warrants, have an exercise period of five years and 194,520 warrants have an exercise period of 24 months (in each case, from the later of the initial exercise date and the effective date of the resale registration statement). We also paid certain fees and expenses in connection with the induced warrant exercise transactions. Upon exercise for cash of any new warrants issued to investors in the transactions, in certain circumstances, we will (i) pay to H.C. Wainwright a cash fee of 7.0% of the aggregate gross exercise price, and a cash management fee of 1.0% of the aggregate gross exercise price, and (ii) issue to H.C. Wainwright warrants representing 7.0% of the ordinary shares issued to the investors upon such cash exercise of the new warrants. We have been using the net proceeds from these transactions for general corporate purposes, R&D activities, and (in the case of the May 2026 induced warrant exercise transaction) to support our Phase 2/3 clinical trial for SIL204 that was initiated in July 2026. Other Warrant Exercises In addition to induced warrant exercise transactions, we have also raised funds via additional exercises of ordinary warrants. On January 30, 2025, in connection with the closing of the January 2025 Offering, investors exercised an aggregate of 4,268 ordinary warrants issued in that offering and we issued 4,270 underlying ordinary shares. The gross proceeds to our company from those warrant exercises was $0.9 million. On September 12, 2025, in connection with the closing of the September 2025 Offering, investors exercised an aggregate of 44,500 Series B ordinary warrants issued in that offering and we issued 44,500 underlying ordinary shares. The gross proceeds to our company from those warrant exercises was $1.78 million. At-The-Market Offering Agreement We have been raising additional capital on an ongoing basis under our ATM program. On September 26, 2025, we entered into the ATM Agreement with H.C. Wainwright, as sales agent or principal, providing for the offer and sale from time to time of up to $13.17 million of our ordinary shares under the ATM, which ATM offering was registered under our shelf registration statement on Form S-3. No sales were made under the ATM Agreement during the third or fourth quarters of 2025, in part due to (i) customary standstill restrictions on subsequent offerings imposed upon us in connection with our September 2025 public offering, and (ii) low trading volumes for our ordinary shares, which made our use of the ATM impractical. During the second quarter and first quarter of 2026, we raised approximately $1.9 million and $0.08 million (net of sales agent fees and issuance costs), respectively, in the aggregate, from the sale of 443,671 ordinary shares and 6,408 ordinary shares, respectively under the ATM, reflecting average sales prices per share of $13.4 and $4.71, respectively, during those periods. Subsequent to the end of the second quarter of 2026 (up until the date of this quarterly report), we have furthermore raised an additional $0.3 million (net of sales agent fees), in the aggregate, from the sale of 130,249 ordinary shares under the ATM, reflecting an average sales prices per share of $2.1. As of the date of this quarterly report, approximately $10.9 million remains available for future sales of ordinary shares by us under the ATM program. 14 Issuance of, and Conversions Under, A&R Sponsor Promissory Note Effective as of the Closing, we issued to the Moringa sponsor, and the Moringa sponsor accepted, in amendment and restatement, and replacement, in their entirety, of all existing promissory notes issued by Moringa to the Moringa sponsor from Moringa’s initial public offering until the Closing (and as to which the obligations of Moringa were assigned to Silexion upon the Closing), the A&R Sponsor Promissory Note in an amount of $3.433 million, which reflected the total amount owed by Moringa to the sponsor through the Closing Date. The maturity date of the A&R Sponsor Promissory Note is the 30-month anniversary of the Closing Date (i.e., February 15, 2027). Amounts outstanding under the A&R Sponsor Promissory Note may be repaid (unless otherwise decided by us) only by way of conversion into ordinary shares in accordance with the terms set forth in the form of A&R Sponsor Promissory Note. Each of Silexion and the Moringa sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conduct equity financings following the Closing, subject to a minimum conversion amount of $100,000, in an amount of ordinary shares constituting up to thirty percent (30%) of the number of ordinary shares issued and sold by us in such equity financing. The sponsor may also elect to convert amounts of principal outstanding under the note into ordinary shares at any time following the 24-month anniversary of the date of the Closing, subject to a minimum conversion of $10,000, at a price per share equal to the volume weighted average price of the ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date. On September 15, 2025, in connection with the September 2025 Offering, we converted $1.8 million of principal outstanding under the A&R Sponsor Promissory Note into 45,000 ordinary shares that we issued to the Moringa sponsor. During the second quarter ended June 30, 2026, we converted an aggregate of $0.6 million of the outstanding principal amount under the A&R Sponsor Promissory Note into 153,320 ordinary shares that we issued to the Moringa sponsor, which conversions were effected in connection with the May 2026 induced warrant exercise transaction and sales of ordinary shares under our ATM program. In the period subsequent to June 30, 2026 up until the date of this quarterly report, we have furthermore converted an additional $0.1 million and $0.75 million of the principal amount of the A&R Sponsor Promissory Note into 38,926 ordinary shares and 1,153,848 ordinary shares that we have issued to the Moringa sponsor, which conversions have been effected in connection with sales of ordinary shares under our ATM facility and the closing of the August 2026 Offering, respectively. As of the date of this quarterly report, an aggregate of approximately $0.2 million remains outstanding under the A&R Sponsor Promissory Note The Moringa sponsor (which is controlled by our former director, Ilan Levin) has notified us that it disputes the conversions into ordinary shares under the terms of the A&R Sponsor Promissory Note and has filed a claim against us demanding repayment of the note in full. We believe that the conversions were carried out in strict compliance with the substantive and procedural requirements of the note, and reject any claim to the contrary. Please see “ Part II— Other Information, Item 1— Legal Proceedings ” in this quarterly report for more information. Settlement of Amounts Due Under Marketing Agreement with EarlyBird Prior to the Closing of the Business Combination, Moringa reached agreement with EarlyBirdCapital, Inc., the representative of the underwriters of Moringa’s initial public offering (“EarlyBird ” or “ EBC ”) on the reduction, to $1.6 million, in the aggregate, of the fee payable to EBC under the Business Combination Marketing Agreement, dated February 16, 2021, entered into by Moringa with EarlyBird in connection with Moringa’s initial public offering (the “ Marketing Agreement ”). Pursuant to the final invoice provided by EBC under the Marketing Agreement, at the Closing, Moringa paid $350,000 of cash to EBC from Moringa’s trust account (in which remaining proceeds from Moringa’s IPO had been maintained), and we issued to EBC a convertible note (the “ EarlyBird Convertible Note ”), which was a convertible promissory note, due December 31, 2025, in an amount of $1.25 million to be paid by us to EBC in cash and/or via conversion of outstanding amounts into ordinary shares. The EarlyBird Convertible Note bore interest at a rate of 6% per annum and by its terms was to mature on December 31, 2025. Through January 31, 2025, we made aggregate payments of $407,556 to EBC in respect of some of the amounts due from us under the EarlyBird Convertible Note as a result of amounts raised by us under the ELOC and the January 2025 Offering. 15 On March 13, 2025, we entered into a letter agreement with EBC, pursuant to which we paid to EBC an additional amount of $400,000 (plus $15,000 for EBC’s legal expenses) (the “ Settlement Prepayment Amount ”) and EBC agreed to the partial conversion and retirement of all remaining amounts due under the EarlyBird Convertible Note. Under that letter agreement, EBC agreed that the $880,202 principal and interest amount outstanding under the note as of the date of the letter agreement (the “ Outstanding Amount ”) would be retired in consideration of: (i) our payment in cash of the Settlement Prepayment Amount; (ii) EBC’s conversion of a certain amount of the principal and interest due under the EarlyBird Convertible Note (the “ Conversion Amount ”) via the issuance by us to EBC of 1,852 ordinary shares (the “ EBC Settlement Shares ”), which Conversion Amount would equal the net proceeds to be received by EBC from the sale of the EBC Settlement Shares; and (iii) the payment in cash by us to EBC of any remaining amount due under the EarlyBird Convertible Note after deducting the Settlement Prepayment Amount and the Conversion Amount from the Outstanding Amount (the “ Remaining Amount ”). The resale by EBC of the EBC Settlement Shares was registered under our effective registration statement on Form S-1 (SEC file number 333-282556) as required by the EarlyBird Convertible Note. On March 17, 2025, EBC sold all 1,852 EBC Settlement Shares under the foregoing Form S-1 registration statement for a Conversion Amount of $344,204, and on March 18, 2025, we paid the Remaining Amount of $135,998 that was due to EBC, resulting in the retirement of the EarlyBird Convertible Note on March 18, 2025. Government Grants Our research and development efforts have been financed, in part, through royalty-bearing grants from the Israeli Innovation Authority (the “ IIA ”). As of June 30, 2026, we had received IIA royalty-bearing grants totaling approximately $5.8 million (all of which was received from grants prior to the Closing of the Business Combination). We are committed to pay royalties to the IIA at a rate of approximately 3.0% to 5.0% of the sales of all of our product candidates and other related revenues generated from such projects, that were developed, in whole or in part, using the IIA royalty-bearing grants we received under IIA programs up to the total amount of royalty-bearing grants received, linked to the U.S. dollar and bearing annual interest at rates prescribed by the IIA’s rules and guidelines. We may in the future apply to receive additional grants from the IIA. However, we cannot predict whether we will be entitled to any future grants, or the amounts of any such grants. Under the Israeli Innovation Law, research and development programs that meet specified criteria and are approved by a committee of the IIA are eligible for grants. A company that receives a royalty-bearing grant from the IIA is typically required to pay royalties to the IIA on income generated from products incorporating IIA-funded know-how (including income derived from services associated with such products and from IIA-funded know-how), up to 100% of the U.S. dollar-linked royalty-bearing grant amount plus interest. The obligation to pay royalties is contingent on actual income generated from such products and services. In the absence of such income, no payment of royalties is required. As of June 30, 2026, the total royalty amount that may be payable by our company is approximately $5.8 million ($6.8 million, including interest). 16 Cash Flows Cash flows for the six-month periods ended June 30, 2026 and 2025 The following table summarizes our cash flows for the six-month periods ended June 30, 2026 and 2025: Six-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Cash and cash equivalents and restricted cash at beginning of the period $ 6,075 $ 1,270 Net cash used in operating activities (6,571 ) (4,960 ) Net cash used in investing activities (1 ) (7 ) Net cash provided by financing activities 2,823 7,237 Net decrease in cash and cash equivalents and restricted cash $ (3,749 ) $ 2,270 Translation adjustments on cash and cash equivalents and restricted cash (6 ) 4 Cash and cash equivalents and restricted cash at end of the period $ 2,320 $ 3,544 Cash Used in Operating Activities Net cash used in operating activities increased by approximately $1.6 million, or 32%, to $6.6 million for the six-month period ended June 30, 2026, compared to $5.0 million for the six-month period ended June 30, 2025. This increase was mainly due to a higher volume of invoices received and a corresponding increase in accounts payable and accrued liabilities related to clinical trial activities, reflecting the Company's operational ramp-up and preparations for the commencement of its Phase 2/3 human clinical trial, which was initiated in July 2026. Cash Provided by Financing Activities Net cash provided by financing activities decreased by approximately $4.4 million, or 61.1%, to approximately $2.8 million for the six-month period ended June 30, 2026, compared to $7.2 million for the six-month period ended June 30, 2025. This decrease was mainly due to our having raised approximately $1.9 million (net of sales agent fees and issuance costs) of cash under the ATM and approximately $0.8 million (net of issuance costs) from the May 2026 induced warrant exercise transaction in the six-month period ended June 30, 2026, as opposed to our having raised cash proceeds of (i) $5.0 million (offset in part by $0.7 million of issuance costs) in the January 2025 Offering, (ii) $0.9 million from the exercise of warrants in connection with the January 2025 Offering, and (iii) $3.3 million from the January 2025 induced warrant exercise transaction (offset in part by $0.4 million of transaction expenses), as described above under “ Public Offerings via H.C. Wainwright ”, “ Other Warrant Exercises ” and “ Induced Warrant Exercise Transactions ”, respectively, in this “ Liquidity and Capital Resources ” section, offset in part by $0.7 million of cash payments (the Settlement Prepayment Amount and the Remaining Amount) that we made under the EarlyBird Convertible Note, in the six-month period ended June 30, 2025. 17 Cash flows for the three-month periods ended June 30, 2026 and 2025 The following table summarizes our cash flows for the three-month periods ended June 30, 2026 and 2025: Three-month period ended June 30, 2026 2025 (U.S. dollars, in thousands) Cash and cash equivalents and restricted cash at beginning of the period $ 2,498 $ 6,233 Net cash used in operating activities (2,925 ) (2,507 ) Net cash used in investing activities (1 ) (1 ) Net cash provided by (used in) financing activities 2,740 (195 ) Net increase (decrease) in cash and cash equivalents and restricted cash $ (186 ) $ (2,703 ) Translation adjustments on cash and cash equivalents and restricted cash 8 14 Cash and cash equivalents and restricted cash at end of the period $ 2,320 $ 3,544 Cash Used in Operating Activities Net cash used in operating activities increased by approximately $0.4 million, or 16.0%, to $2.9 million for the three-month period ended June 30, 2026, compared to approximately $2.5 million for the three-month period ended June 30, 2025. This increase was mainly due to a higher volume of invoices received and a corresponding increase in accounts payable and accrued liabilities related to clinical trial activities, reflecting the Company's operational ramp-up and preparations for the commencement of its Phase 2/3 human clinical trial, which was initiated in July 2026. Cash Provided by (Used in) Financing Activities Net cash provided by financing activities increased by approximately $2.9 million, or 1,450%, to approximately $2.7 million for the three-month period ended June 30, 2026, compared to $0.2 million of cash used in financing activities for the three-month period ended June 30, 2025. This increase in cash provided by financing activities was due to our having raised approximately $1.9 million (net of sales agent fees and issuance costs) of cash under the ATM and approximately $0.8 million (net of issuance costs) from the May 2026 induced warrant exercise transaction during the three-month period ended June 30, 2026, as opposed to our having used approximately $0.2 million for cash issuance costs related to our January 2025 Offering that were paid during the three-month period ended June 30, 2025. Please see “ At-The-Market Offering Agreement ”, “ Induced Warrant Exercise Transactions ” and “ Public Offerings via H.C. Wainwright ” in this “ Liquidity and Capital Resources ” section for a description of those financing transactions. Funding Requirements We expect to devote substantial financial resources to our ongoing and planned activities, particularly further development of SIL204 as we conduct our current and future clinical trials. Conducting clinical trials, identifying additional potential product candidates and engaging in pre-clinical testing with respect to those additional potential product candidates, are time-consuming, expensive, and uncertain processes that take years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales (either for SIL204 or any other additional potential product candidate). In addition, our product candidates, if approved, may not achieve commercial success. For additional information, please refer to “ Part I, Item 1A. Risk Factors ” in our 2025 annual report, including “ Risks Related to Our Financial Condition and Capital Requirements — We have never generated any revenue from product sales and may never be profitable” and “Risks Related to the Research and Development of Silexion’s Product Candidates— We are heavily dependent on the success of our product candidates ...”. We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our clinical trials for SIL204. In addition, if we obtain marketing approval for SIL204 in any indication or for any other product candidate we are developing or may develop in the future, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing, and distribution. Furthermore, following the Closing of the Business Combination, we have been incurring, and expect to continue to incur, additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding. 18 Our future capital requirements will depend on many factors, including: • materials costs; • regulatory pathway; and • human clinical trial costs. As of June 30, 2026, we had cash and cash equivalents of $2.2 million. Based on our current cash balance, as well as our history of operating losses and negative cash flows from operations, combined with our anticipated use of cash to, among other things, (i) fund the clinical development of SIL204, (ii) identify and develop new product candidates, and (iii) seek approval for SIL204 and any other product candidates we may develop, our management has concluded that we do not have sufficient cash to fund our operations for 12 months from the issuance date of our consolidated financial statements for the three-month and six-month periods ended June 30, 2026 included in this quarterly report, but rather, under our current business plan, through the fourth quarter of 2026 and, as a result, there is substantial doubt about our ability to continue as a going concern. In making this determination, applicable accounting standards prohibited us from considering the potential mitigating effect of plans that have not been fully implemented as of the date of our consolidated financial statements for the three-month and six-month periods ended June 30, 2026, including, without limitation, plans to raise additional capital. Our financial information throughout this quarterly report, and our financial statements for the three-month and six-month periods ended June 30, 2026 contained herein, have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. This financial information and our consolidated financial statements for the three-month and six-month periods ended June 30, 2026 do not include any adjustments that might result from the outcome of this uncertainty. We have based these estimates and expectations on assumptions that may prove to be wrong, and our operating plan may change as a result of many factors currently unknown to us. We could not, as of the June 30, 2026 balance sheet date of the unaudited financial statements for the three-month and six-month periods ended June 30, 2026, determine the exact level of funds that will be available to us upon potential equity financings. Our expected use of funds represents our intentions based upon our current plans and business condition, which could change in the future as our plans and business condition evolve and the level of funding available to us becomes clearer. In addition, changing circumstances could cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more than currently expected because of circumstances beyond our control. As a result, we could deplete our capital resources sooner than we currently expect. In addition, because the successful development of SIL204 and any studies or other product candidates that we may pursue is highly uncertain, at this time we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the development of any such product candidate. Until such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination of public and private equity offerings, including registered public offerings similar to the HCW Offerings completed in January 2025, September 2025, and August 2026, induced warrant exercise transactions similar to those completed in late January 2025, early August 2025, and May 2026, ordinary-course sales of ordinary shares into the market pursuant to the ATM, strategic alliances, collaborations, and marketing, distribution, or licensing arrangements. However, adequate additional financing may not be available to us on acceptable terms, or at all, and the availability of such financing may be impacted by the economic climate and market conditions. 19 Reliance on public offerings, warrant exercise inducement transactions, the ATM, or other similar types of equity financing as a source of ongoing funding for our operations have in the past involved, and could again in the future involve, significant issuances of ordinary shares by us that could cause the following impacts (among others): • significant dilution to the equity interests of our current shareholders; • a deemed change of control of our company due to the issuance of a substantial number of ordinary shares, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in a change in the officers and directors of our company relative to our current officers and directors, to the extent any shareholders build up significant beneficial ownership from ordinary shares issued pursuant to public offerings, warrant exercises, the ATM, or conversions under the A&R Sponsor Promissory Note; • delaying or preventing a change of control of our company by diluting the share ownership or voting rights of a person seeking to obtain control; and • an adverse effect on prevailing market prices for our ordinary shares or warrants. Critical Accounting Policies and Estimates For a description of our significant accounting policies, see Note 2 to our consolidated financial statements for the year ended December 31, 2025 included in the 2025 annual report and Note 2 to our unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2026 included in this quarterly report. The preparation of our unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2026 and our consolidated financial statements for the year ended December 31, 2025 in conformity with U.S. GAAP required our management to make estimates and assumptions in certain circumstances that affect the amounts reported in the accompanying unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2026 and the consolidated financial statements for the year ended December 31, 2025, and in related footnotes. Actual results may differ from these estimates. We base our judgments on our experience and on various assumptions that we believe to be reasonable under the circumstances. Of our policies, the following are considered critical to an understanding of our unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2026 and consolidated financial statements for the year ended December 31, 2025, as they require the application of subjective and complex judgment, involving critical accounting estimates and assumptions impacting our unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2026 and consolidated financial statements for the year ended December 31, 2025. The critical accounting estimates relate to the following: Valuation of Promissory Notes As part of the Business Combination, we issued to the Moringa sponsor, as well as EarlyBird, promissory notes, which we irrevocably designated to be measured at fair value. The EarlyBird Convertible Note was retired on March 18, 2025. In 2025, the fair value of the A&R Sponsor Promissory Note was measured using a discount rate based on a B rated US dollar zero-coupon discount curve, plus a credit spread of 7.56%. The discount rate was determined with reference to benchmark interest rates of secured loans reported by venture capitals, which were then used to extract our entity-specific credit spread. Since the A&R Sponsor Promissory Note is not senior secured, one notch downgrade was applied. The expected timing of conversion or redemption of the note has been determined using our management’s forecast. In 2026, the valuation technique for the A&R Sponsor Promissory Note was changed to a Monte Carlo simulation framework to model the expected conversion price at the A&R Sponsor Promissory Note’s maturity date, when applicable, which is based on a contractual 20-day average closing price mechanism. 20 Recent Accounting Pronouncements See Note 2 on page F-18 to our financial statements for the year ended December 31, 2025 included in the 2025 annual report for a description of recent accounting pronouncements applicable to our financial statements for the three-month and six-month periods ended June 30, 2026 and the year ended December 31, 2025. Smaller Reporting Company Status We are a “smaller reporting company,” meaning that the market value of our ordinary shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We will continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. As a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements and we have reduced disclosure obligations regarding executive compensation. Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year, or (iv) December 31, 2029. We expect to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.