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Silexion Therapeutics Corp 2026年季度报告

2026-05-15 美股财报 话唠
报告封面

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-42253 SILEXION THERAPEUTICS CORP (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of May 14, 2026, 4,189,954 ordinary shares, par value $0.0135 per share, of the registrant were issued and outstanding. SILEXION THERAPEUTICS CORPQUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS CERTAIN TERMSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPART I - FINANCIAL INFORMATION1Item 1.Financial Statements1Condensed Consolidated Balance Sheets (unaudited)F-3Condensed Consolidated Statements of Operations (unaudited)F-5Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)F-6Condensed Consolidated Statements of Cash Flows (unaudited)F-7Notes to the Condensed Consolidated Financial Statements (unaudited)F-9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2Item 3.Quantitative and Qualitative Disclosures about Market Risk19Item 4.Control and Procedures19PART II - OTHER INFORMATION19Item 1.Legal Proceedings19Item 1A.Risk Factors19Item 2.Unregistered Sales of Equity Securities and Use of Proceeds20Item 3.Defaults Upon Senior Securities20Item 4.Mine Safety Disclosures20Item 5.Other Information20Item 6.Exhibits21SIGNATURES22i CERTAIN TERMS Unless otherwise stated in this quarterly report on Form 10-Q (this “quarterly report” or “Form 10-Q”), references to: ●“we”, “us”, “our”, “the company”, “the Company”, “our company”, “the combined company”, “Silexion”, or the “registrant” are to SilexionTherapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company, which is filing this quarterly report;●“A&R Sponsor Promissory Note” are to the convertible promissory note in an original principal amount of $3,433,000 that our company issued tothe Moringa sponsor at the Closing, in amendment and restatement of all promissory notes previously issued by Moringa to the sponsor for fundsborrowed by Moringa from the sponsor between the initial public offering and the Closing of the Business Combination, under which $1,229,000remains outstanding currently;●“ATM Agreement” are to our At The Market Offering Agreement, dated September 26, 2025, with H.C. Wainwright, as sales agent or principal,providing for the sale from time to time of up to $13,170,000 of our ordinary shares;●“Business Combination” are to the business combination transactions completed pursuant to the Business Combination Agreement, whereby, amongother things: (i) Merger Sub 2 merged with and into Moringa, with Moringa continuing as the surviving company and a wholly-owned subsidiary ofSilexion; (ii) Merger Sub 1 merged with and into Silexion Israel, with Silexion Israel continuing as the surviving company and a wholly-ownedsubsidiary of Silexion; (iii) the security holders of each of Moringa and Silexion Israel exchanged their securities for securities of Silexion at alternate,set exchange rates; (iv) the ordinary shares, warrants and units of Moringa were delisted from the Nasdaq Capital Market and deregistered under theExchange Act; and (v) the ordinary shares and warrants of Silexion issued in the Business Combination commenced trading on the Nasdaq GlobalMarket;●