Silexion Therapeutics prices $6.0 million offering at $4.00 per share and warrants

Silexion Therapeutics Corp announced on September 11, 2025 that it had priced a public offering of ordinary shares and warrants. The company is a Cayman Islands exempted company that trades on Nasdaq under the symbol SLXN. The offering covers 1,392,250 ordinary shares, 107,750 pre-funded warrants for ordinary shares, 1,500,000 Series A warrants and 1,500,000 Series B warrants. Each share or pre-funded warrant is sold with one Series A warrant and one Series B warrant at a combined price of $4.00 per share. The company expects gross proceeds of $6.0 million before placement agent fees and other offering expenses. The closing was expected on or about September 12, 2025.

The warrants

The Series A warrants are exercisable immediately at $4.00 and expire five years after issuance. The Series B warrants are also exercisable immediately at $4.00, and expire 12 months after issuance. Pre-funded warrants are priced at $3.9999, which is the offering price less the $0.0001 exercise price. They are offered to purchasers whose holdings would otherwise exceed 4.99%, or 9.99% if elected, of the outstanding shares.

H.C. Wainwright & Co., LLC is the exclusive placement agent, on a reasonable best efforts basis. The prospectus says the company will pay it a cash fee equal to 7.0% of gross proceeds and a management fee of 1.0%, plus expense reimbursements of up to $100,000 for legal and out-of-pocket costs and up to $15,950 for clearing. The table shows placement agent fees of $420,000 and proceeds to the company, before expenses, of $5,579,989. The prospectus also covers placement agent warrants for 105,000 ordinary shares, equal to 7.0% of the shares and pre-funded warrants sold, at an exercise price equal to 125% of the public offering price.

On legal advisers, the prospectus says Conyers Dill & Pearman LLP will pass on the legality of the ordinary shares and on Cayman Islands matters, and Greenberg Traurig LLP will pass on the legality of the warrants and on U.S. law matters, both for the company. Ellenoff Grossman & Schole LLP represents the placement agent.

The securities are offered under a Form S-1, File No. 333-290074, declared effective on September 11, 2025. The company says it intends to use the net proceeds to advance pre-clinical studies and for general corporate purposes. The prospectus estimates net proceeds of approximately 5.2 million after placement agent fees and estimated offering expenses.

Cash and the going-concern warning

The prospectus says cash and cash equivalents were $3.5 million at June 30, 2025. It also says the auditor's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. The company estimated that its existing cash and cash equivalents were sufficient to fund operations into the fourth quarter of 2025.

The unaudited pro forma balance sheet filed with the 8-K shows cash and cash equivalents of $2,649 thousand at July 31, 2025, which would rise to $11,105 thousand on a pro forma basis. Shareholders' capital deficiency of $(751) thousand at that date would become $9,406 thousand of equity on a pro forma basis. The company filed that statement to show compliance with the Nasdaq requirement to keep at least $2.5 million of shareholders' equity under Listing Rule 5550(b)(1). The statement is not audited or reviewed by the independent accounting firm.

The pro forma figures include an induced warrant exercise completed on August 1, 2025, the public offering and an exercise of the Series B warrants issued in it. The prospectus says the company had already effected a 1-for-9 reverse share split in November 2024 and a 1-for-15 reverse share split on July 28, 2025. It also says the company told a Nasdaq hearings panel it would raise financing before a September 19, 2025 deadline to show shareholders' equity of at least $2.5 million.

The lead program

Silexion is a clinical-stage oncology company developing RNA interference treatments for KRAS-driven cancers. Its lead product candidate is SIL204, a locally administered small interfering RNA solution for locally advanced pancreatic cancer, given with standard-of-care chemotherapy.

Silexion became public through a business combination with Moringa Acquisition Corp, completed on August 15, 2024. The company was formerly known as Biomotion Sciences.

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