Silence Therapeutics plc ADR美股招股说明书(2026-05-27版)

Up to $100,000,000 Ordinary Shares (including Ordinary Shares Represented by American Depositary Shares) We have entered into a certain Open Market Sale AgreementSM, or sales agreement, with Jefferies LLC, or Jefferies, datedMay18, 2026, relating to the sale of American Depositary Shares, or ADSs, each ADS representing three ordinary shares,nominal value £0.05 per share, of Silence Therapeutics plc offered by this prospectus. In accordance with the terms of the salesagreement, we may offer and sell ADSs having an aggregate offering price of up to $100,000,000 from time to time throughJefferies, acting as our agent. The ADSs representing our ordinary shares are listed on The Nasdaq Global Market, or Nasdaq, under the symbol “SLN.” OnMay 26, 2026, the closing price of the ADSs on The Nasdaq Global Market was $6.64 per ADS. Sales of the ADSs, if any, under this prospectus may be made in sales deemed to be an “at the market offering” as defined inRule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Jefferies is not required to sellany specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normaltrading and sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be receivedin any escrow, trust or similar arrangement. Jefferies will be entitled to compensation at a commission rate up to three percent (3.0%) of the gross sales price per share sold.See “Plan of Distribution” beginning on pageS-14 for additional information regarding the compensation to be paid to Jefferies.In connection with the sale of the ADSs on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of Jefferies will be deemed to be underwriting commissions. We have also agreed toprovide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the SecuritiesAct. We are a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certainreduced public company reporting requirements for this prospectus and for future filings. See the section titled “ProspectusSummary—Implications of Being a Smaller Reporting Company.” Investing in these securities involves a high degree of risk. You should review carefully the risksand uncertainties described under the heading “Risk Factors” on page S-4 of this prospectus andunder similar headings in the other documents that are incorporated by reference into thisprospectus. None of the Securities and Exchange Commission, any state securities commission, the U.K. Financial ConductAuthority, nor any other foreign securities commission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Jefferies The date of this prospectus is May27, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSTRADEMARKSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONPLAN OF DISTRIBUTIONMATERIAL TAX CONSIDERATIONSLEGAL MATTERSEXPERTSSERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIESWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of a shelf registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC,utilizing a “shelf” registration process. This prospectus describes the specific terms of this offering of ADSs and also adds to and updates the documentsincorporated by reference into this prospectus. This prospectus and the documents incorporated into this prospectus by reference include important information about us, the securities being offeredand other information you should know before investing in our securities. To the extent there is a conflict between the information contained in thisprospectus, on the one hand, and the information contained in any document incorporated by reference into this prospectus that was filed with the SECbefore the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in one of these documents isinconsistent with a statement in another document having a later date (for example, a document incorporated by reference in this prospectus), thestatement in the document having the later date modifies or supersedes the earlier statement. Any statement so modified or superseded will not bedeemed, except as so modified or superseded, to constitute a part of this prospectus. You should rely only on the information contained in or incorporated by reference in this prospectus, the accompanying base prospectus and in any freewriting prospectus that we authorized for use in connection with this offering. We have not, and the sales age