Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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," "our 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 third quarter of 2026, we initiated and successfully dosed the first patient in our Phase 2/3 clinical trial for SIL204 in locally advanced pancreatic cancer subjects, at the Tel Aviv Sourasky Medical Center (Ichilov) in Tel Aviv, Israel. The initiation of the clinical trial followed upon our receipt of formal regulatory approvals to initiate the trial for SIL204 in Israel and Germany from the Israeli Ministry of Health and Germany's Federal Institute for Drugs and Medical Devices, respectively, during the second quarter of 2026. The clinical trial is structured with an initial safety run-in cohort of 18 patients, followed by global expansion to enroll a randomized cohort of approximately 166 patients. Additional Israeli oncology centers, alongside leading academic medical institutions in Germany, are progressing through site activation and are expected to join the trial in the coming months. The supply of our SIL204 product candidate for the clinical trial has been manufactured via current good manufacturing practice (cGMP) by Catalent, Inc. at its facility in Limoges, France.

In addition to initiation and dosing of patients for our clinical trial for SIL204, during the third quarter of 2026 (September 2026), we reported positive preclinical findings from an ongoing translational study demonstrating that SIL204 utilizes naturally occurring circulating lipoproteins to achieve cellular internalization and dose-dependent knockdown of mutant KRAS oncogene expression in cancer cells, which supports the systemic administration of SIL204 in our clinical trial.

Overview of Financing Activities

As a clinical stage company, we have not realized any revenues to date, and have been solely reliant on external financing sources to fund our operations. Since the Closing of the Business Combination, that financing has consisted, in primary part, of public offerings and private financings, including both one-time transactions such as placement agent-led public offerings and induced warrant exercise transactions, and ongoing financing programs, such as sales of ordinary shares via a sales agent into the public market under the ATM Agreement.

During the third quarter of 2026, we successfully completed two financing transactions- a public offering in August 2026 that raised gross proceeds of $2.5 million, and an induced warrant exercise transaction in September 2026 that raised gross proceeds of approximately $0.84 million (before deducting placement agent fees and other offering expenses). We furthermore continued to finance our operations on an ongoing basis via our ATM program with H.C. Wainwright, under which we sold $1.8 million of ordinary shares during the third quarter of 2026 (net of sales agent fees and issuance costs).

Please see "Liquidity and Capital Resources" below in this MD&A for further detail regarding our financing activities.

Overview of Financial Condition

Since our inception, we have incurred significant operating losses. 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 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 we retain additional personnel to expand our operations.

Our net losses were $2.5 million and $8.8 million for the three-month and nine-month periods ended September 30, 2026, respectively, and $11.9 million for the year ended December 31, 2025. As of September 30, 2026, we had an accumulated deficit of $64.0 million.

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, and any future commercialization efforts; 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 Nasdaq listing supports our ability to raise money via equity financings. Many potential investors or financing sources would 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.

Recent Nasdaq Listing Deficiencies, Delisting Notice, Hearing and Remedies

During the third quarter of 2026, we were notified by Nasdaq of our non-compliance with each of two requirements for continued listing on the Nasdaq Capital Market: (i) the minimum shareholders' equity requirement of $2.5 million (based on our shareholders' equity having been $44,000 as of June 30, 2026), and (ii) the minimum $1.00 bid price requirement (due to the closing bid price of our ordinary shares having been below $1.00 for 30 consecutive trading days prior to September 25, 2026). Neither Nasdaq notice had an immediate effect on the listing or trading of our ordinary shares or warrants. The shareholders' equity deficiency led to our receipt of a delisting notice on August 18, 2026. We requested an appeal of the delisting determination before a Nasdaq hearings panel, for which a hearing was held on September 24, 2026. At the hearing, we requested certain periods of time to remedy both our then-current shareholders' equity deficiency, as well as our then-impending minimum bid price deficiency, and presented plans as to how we intended to do so, and to maintain compliance with those requirements going forward.

As of the date of the filing of this quarterly report, we have not yet received a decision from the Nasdaq hearings panel as to our request to remain listed on Nasdaq. Our August 2026 public offering and September 2026 warrant inducement transaction, as well as sales under our ATM program during the third quarter of 2026 (each described below under "Liquidity and Capital Resources") enabled us to raise our shareholders' equity to $3.0 million, above the $2.5 million minimum. Furthermore, our 1-for-24 reverse share split, effected on November 10, 2026, is expected to assist us in restoring compliance with the $1.00 minimum bid price requirement for our ordinary shares for the requisite consecutive 10-trading day period, which may occur by the close of trading on November 24, 2026.

While we believe we are on the way towards remedying all Nasdaq listing deficiencies, we must complete the process of remedying the minimum bid price deficiency, and we must furthermore continue to maintain compliance with all listing requirements proceeding forward. There can be no assurance that the Nasdaq panel will rule in our favor and enable us to remain listed on the Nasdaq Capital Market, or, even if it does rule favorably, that we will be able to maintain compliance with any and all applicable Nasdaq Capital Market listing standards.

Authorized Share Capital Increases as Support for Financing Activities and Financial Condition

Our above-described financing activities, financial condition and Nasdaq listing compliance are dependent on (among other factors) 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 actively replenished our reserve of ordinary shares twice during the nine-month period ended September 30, 2026, and have done so once again in October 2026 (prior to the filing of this quarterly report). Under Cayman law and our amended and restated articles of association, our increases in authorized share capital have required the approval of our shareholders to effective amendments to our memorandum of association. At extraordinary general meetings originally held on April 28, 2026, July 13, 2026 and October 19, 2026, which were reconvened on May 5, 2026, July 20, 2026 and October 26, 2026, respectively (the "May 2026 extraordinary general meeting", "July 2026 extraordinary general meeting", and "October 2026 extraordinary general meeting", respectively), our shareholders approved increases to our authorized share capital.

The approval at the May 2026 extraordinary general meeting resulted in an increase in our authorized share capital by 208,334 ordinary shares (or fifty million ordinary shares, prior to adjustment for subsequent reverse share splits), from $121,500, divided into 37,500 ordinary shares (or 9,000,000 ordinary shares, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits) with a par value of $3.24 each (or par value of $0.0135 each, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits) to $796,500, divided into 245,834 ordinary shares (or 59,000,000 ordinary shares, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits) with a par value of $3.24 each (or par value of $0.0135 each, prior to adjustment for subsequent 1-for-10 and 1-for-24 reverse share splits).

The approval at the July 2026 extraordinary general meeting resulted in a further increase in our authorized share capital by 416,666 ordinary shares (or 10 million ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split), from $796,500, divided into 245,834 ordinary shares (or 5,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split), to $2,146,500, divided into 662,500 ordinary shares (or 15,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split).

The most recent increase, approved at our October 2026 extraordinary general meeting, raised our authorized share capital by 20,833,333 ordinary shares (or 500 million ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split), from $2,146,500, divided into 662,500 ordinary shares (or 15,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split) to $69,646,500, divided into 21,495,833 ordinary shares (or 515,900,000 ordinary shares, prior to adjustment for our subsequent 1-for-24 reverse share split) of a par value of $3.24 each (or par value of $0.135 each, prior to adjustment for our subsequent 1-for-24 reverse share split).

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, our September 2026 induced warrant exercise transaction, and our ongoing sales of ordinary shares under the ATM program, which gained traction beginning in May 2026. The increased authorized share capital has also enabled us to convert all remaining outstanding amounts under the A&R Sponsor Promissory Note in connection with the foregoing equity financing transactions, and that promissory note was retired by us on or about September 30, 2026.

In particular, the increase of 20,833,333 ordinary shares (or 500 million ordinary shares, prior to our 1-for-24 reverse share split) to our authorized share capital approved at the October 2026 extraordinary general meeting is expected to enable us to complete further important financing transactions. Among other potential financing sources facilitated by that increase is the exercise of the Series F ordinary warrants, Series G ordinary warrants and placement agent warrants that we issued in our September 2026 induced warrant exercise transaction, as that exercise was conditioned on our shareholders having approved the October 2026 increase in our authorized share capital.

Reverse Share Splits as Support for Financing Activities and Financial Condition

In addition to increases to our authorized share capital, we have employed reverse share splits as support for our ability to finance our operations and maintain compliance with Nasdaq listing requirements. Our most recent reverse share splits- 1-for-24, effective on November 10, 2026, 1-for-10, effective on May 28, 2026, and 1-for-15 on July 28, 2025- have remedied and/or proactively prevented Nasdaq minimum bid price deficiencies while also enhancing the attractiveness of our ordinary shares to a larger pool of potential investors. As with the increases to our authorized share capital, the reverse share splits have required, under Cayman Islands law and our articles of association, the approval of our shareholders (and, subsequently, implementation by our board of directors). As a result of our most recent (1-for-24) reverse share split on November 10, 2026, the closing price of our ordinary shares is expected to increase significantly, and our authorized share capital (increased by 20,833,333 shares, or 500 million shares pre-reverse share split) upon approval by our shareholders at our October 2026 extraordinary general meeting) currently stands at US$69,646,500, divided into 21,495,833 ordinary shares of a par value of US$3.24 each.

Following this most recent, 1-for-24, reverse share split, 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 November 11, 2026. As a result of the reverse share split, the number of our authorized ordinary shares was reduced, and the par value per ordinary share was increased, by a factor of 24 (from $0.135 to $3.24 per share), and proportionate adjustments were made to the number of ordinary shares issuable upon exercise, and the exercise prices, of all of our outstanding warrants (including our publicly traded warrants listed under the ticker symbol "SLXNW"), options, RSUs and other equity awards. Following the reverse share split, if our share price were to close below $1.00 for 30 consecutive trading days during the one-year period following that reverse share split, we would again be subject to immediate delisting proceedings, subject to our ability to appeal any delisting determination to a Nasdaq hearings panel.

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 nine-month periods ended, September 30, 2026, as compared to the corresponding information as of, and for the three-month and nine-month periods ended, September 30, 2025.

Comparison of nine-month periods ended September 30, 2026 and 2025

The following table summarizes our results of operations for the nine-month periods ended September 30, 2026 and 2025:

		Nine-month period ended September 30,
		2026				2025
		(U.S. dollars, in thousands)
Operating expenses:
Research and development		$	4,868			$	3,765
General and administrative			4,245				3,461
Total operating expenses			9,113				7,226
Operating loss			9,113				7,226
Financial expenses (income), net			(296	)			271
Loss before income tax			8,817				7,497
Income tax			*				3
Net loss		$	8,817			$	7,500

* Represents an amount less than $1

Research and Development Expenses

The following table summarizes our research and development expenses for the nine-month periods ended September 30, 2026 and 2025:

		Nine-month period ended September 30,
		2026				2025
		(U.S. dollars, in thousands)
Payroll and related expenses		$	1,155			$	1,312
Share-based compensation expenses			230				-
Subcontractors and consultants			3,260				2,236
Rent and maintenance			165				149
Other			58				68
Total research and development expenses		$	4,868			$	3,765

Research and development expenses increased by approximately $1.1 million, or 28.9%, to $4.9 million for the nine-month period ended September 30, 2026, compared to $3.8 million for the nine-month period ended September 30, 2025. The increase resulted mainly from an increase in subcontractors and consultants expenses in an aggregate amount of $1.0 million, reflecting our operational ramp-up and preparations required to support our Phase 2/3 clinical trial for SIL204, in which the first patient was dosed on September 30, 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 nine-month periods ended September 30, 2026 and 2025:

		Nine-month period ended September 30,
		2026				2025
		(U.S. dollars, in thousands)
Payroll and related expenses		$	1,002			$	1,126
Share-based compensation expenses			328				96
Professional service			2,470				1,658
Depreciation			7				11
Rent and maintenance			124				132
Patent registration			11				51
Travel expenses			74				143
Other			229				244
Total general and administrative expenses		$	4,245			$	3,461

General and administrative expenses increased by approximately $0.7 million, or 20%, to $4.2 million for the nine-month period ended September 30, 2026, compared to $3.5 million for the nine-month period ended September 30, 2025. The increase resulted mainly from an increase in professional services costs in an amount of $0.8 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 $0.6 million, to $(0.3) million of financial income for the nine-month period ended September 30, 2026, compared to $0.3 million of financial expenses for the nine-month period ended September 30, 2025. The decrease was mainly due to the revaluation of financial instruments (mainly promissory notes).

Net loss

Net loss increased by approximately $1.3 million, or 17.3%, to $8.8 million for the nine-month period ended September 30, 2026, compared to $7.5 million for the nine-month period ended September 30, 2025. The increase was primarily due to an increase in our research and development expenses and general and administrative expenses, partly offset by a decrease in financial expenses, net, due to the revaluation of financial instruments.

Comparison of three-month periods ended September 30, 2026 and 2025

The following table summarizes our results of operations for the three-month periods ended September 30, 2026 and 2025:

		Three-month period ended September 30,
		2026				2025
		(U.S. dollars, in thousands)
Operating expenses:
Research and development		$	1,286			$	2,157
General and administrative			1,398				1,135
Total operating expenses			2,684				3,292
Operating loss			2,684				3,292
Financial income, net			(151	)			(30	)
Loss before income tax			2,533				3,262
Income tax			*				-
Net loss		$	2,533			$	3,262

* Represents an amount less than $1

Research and Development Expenses

The following table summarizes our research and development expenses for the three-month periods ended September 30, 2026 and 2025:

		Three-month period ended September 30,
		2026				2025
		(U.S. dollars, in thousands)
Payroll and related expenses		$	381			$	458
Subcontractors and consultants			831				1,638
Rent and maintenance			59				54
Other			15				7
Total research and development expenses		$	1,286			$	2,157

Research and development expenses decreased by approximately $0.9 million, or 40.9%, to $1.3 million for the three-month period ended September 30, 2026, compared to $2.2 million for the three-month period ended September 30, 2025. The decrease primarily resulted from a decrease in subcontractors and consultants expenses in an aggregate amount of $0.8 million attributable to costs incurred for the production of a non-GMP API batch in the third quarter of 2025, with no corresponding costs incurred in the third quarter of 2026. Expenses in the current period primarily related to initiation for our Phase 2/3 clinical trial for SIL204, in which the first patient was dosed on September 30, 2026.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the three-month periods ended September 30, 2026 and 2025:

		Three-month period ended September 30,
		2026				2025
		(U.S. dollars, in thousands)
Payroll and related expenses		$	341			$	387
Share-based compensation expenses			16				38
Professional service			899				547
Depreciation			2				4
Rent and maintenance			30				47
Patent registration			1				-
Travel expenses			37				52
Other			72				60
Total general and administrative expenses		$	1,398			$	1,135

General and administrative expenses increased by approximately $0.3 million, or 27.3%, to $1.4 million for the three-month period ended September 30, 2026, compared to $1.1 million for the three-month period ended September 30, 2025. The increase primarily resulted from in professional services costs in an amount of $0.4 million, primarily related to legal, consultants, and other expenses associated with the costs of operating as a public company.

Financial income, net

Financial income, net increased by approximately $0.2 million, to $(0.2) million for the three-month period ended September 30, 2026, compared to less than $0.1 million of financial income, net, for the three-month period ended September 30, 2025. The increase was mainly due to the revaluation of financial instruments (mainly promissory note).

Net loss

Net loss decreased by approximately $0.8 million, or 24.2%, to $2.5 million for the three-month period ended September 30, 2026, compared to $3.3 million for the three-month period ended September 30, 2025. The decrease was primarily due to a decrease in our research and development expenses.

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 nine months and three months ended September 30, 2026, we had net losses of $8.8 million and $2.5 million, respectively. As of September 30, 2026, our cash and cash equivalents totaled $4.8 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, May 2026, and September 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, $1.9 million, and $1.8 million during the first, second and third quarters of 2026, respectively (net of fees and issuance costs), and an additional $0.05 million (net of fees and issuance costs) following the end of the third 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 $9.2 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 but rather only for several months, from the filing date of this quarterly report, 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 nine-month periods ended September 30, 2026 included in this quarterly report and Note 1(g) 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 September 30, 2026, and it is likely that investors would lose part or all of their investment in our company.

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 have received IIA royalty-bearing grants- totaling approximately $5.8 million as of September 30, 2026. We are committed to pay royalties to the IIA on those grants. Please see "Liquidity and Capital Resources- Government Grants" above for more information regarding our obligations with respect to those grants.

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, 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) 596 ordinary shares, (ii) 433 pre-funded warrants to purchase up to 433 ordinary shares and (iii) 1,029 ordinary warrants to purchase up to 1,029 ordinary shares, at purchase prices of $4,860.0 per ordinary share and accompanying ordinary warrant, and $4,860.0 per pre-funded warrant and accompanying ordinary warrant;

•

in the September 2025 Offering, (i) 5,801 ordinary shares, (ii) 449 pre-funded warrants to purchase up to 449 ordinary shares, (iii) 6,250 Series A ordinary warrants, each to purchase one ordinary share, and (iv) 6,250 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 $960.0 per share and accompanying two ordinary warrants, and $959.8 per pre-funded warrant and accompanying two ordinary warrants;

•

in the August 2026 Offering, (i) 84,526 ordinary shares, (ii) 75,731 pre-funded warrants to purchase up to 75,731 ordinary shares and (iii) 160,257 Series E ordinary warrants to purchase up to 160,257 ordinary shares, at purchase prices of $15.6 per ordinary share and accompanying Series E ordinary warrant, and $15.6 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 $0.36, $0.024, and $0.0024 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 $4,860, $960 and $15.6 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.

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) 72, 438 and 11,218 placement agent warrants to purchase up to 72, 438 and 11,218 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 $6,075.1, $1,200 and $19.5, 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, $5.2 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. As described below under "Induced Warrant Exercise Transactions", in connection with our September 2026 induced warrant exercise transaction, holders exercised 134,039 of the Series E ordinary warrants issued in the August 2026 Offering, and we reduced the exercise price of all remaining outstanding Series E ordinary warrants to $6.25 per share.

Induced Warrant Exercise Transactions

On January 29, 2025, July 31, 2025, May 15, 2026, and September 28, 2026, we entered into inducement offer letter agreements with holders of 617, 634, 8,313 and 134,039, 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, the September 2025 Offering and (in the case of the September 2026 transaction) the August 2026 Offering. Under the warrant inducement offer letter agreements, on January 30, 2025, August 1, 2025, May 18, 2026, and September 29, 2026, the holders exercised those warrants for cash and purchased 617, 634, 8,313 and 134,039 ordinary shares, respectively, at cash exercise prices of $4,860, $2,776.8, $120 and $6.25 (reduced from $15.60) per share, respectively, and in consideration of our issuance to them of new ordinary warrants to purchase up to an aggregate of 617, 1,268, 16,626 and 268,078 ordinary shares, respectively, at exercise prices of $5,400, $2,716.8, $120 and $6.25, respectively, per share. The new ordinary warrants issued in the September 2026 transaction consist of 134,039 Series F ordinary warrants and 134,039 Series G ordinary warrants. In the January 2025 induced warrant exercise transaction, the exercising holders also paid us an additional $451.2 per new ordinary warrant issued to them. We received aggregate gross proceeds of approximately $3.3 million, $1.8 million, $1.0 million and $0.84 million from the exercise of the existing warrants by the holders in January 2025, August 2025, May 2026 and September 2026, respectively, before deducting placement agent fees and other offering expenses payable by us. In connection with the September 2026 transaction, we also reduced the exercise price of all other outstanding Series E ordinary warrants issued in the August 2026 Offering (i.e., which were not exercised in the induced warrant exercise transaction) to $6.25 per share.

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 43, 44, 582, and 9,383 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 $6,637.7, $3,471.0, $150, and $7.81 per share, respectively (125% of (i) the sum of the exercise price of the existing warrants exercised, and the additional $451.2 paid per new ordinary warrant, in the January 2025 transaction, (ii) the $2,776.8 exercise price of the existing warrants exercised, in the August 2025 transaction, (iii) the $120 exercise price of the existing warrants exercised, in the May 2026 transaction, and (iv) the $6.25 reduced exercise price of the existing warrants exercised, in the September 2026 transaction).

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 and October 26, 2026 at our reconvened extraordinary general meetings held on those dates (in the case of the August 2025 and September 2026 induced warrant exercise transactions, respectively), 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 (i) the new ordinary warrants issued in the May 2026 induced warrant exercise transaction, of which 8,521 warrants, along with all placement agent warrants, have an exercise period of five years and 8,105 warrants have an exercise period of 24 months, and (ii) the Series F ordinary warrants and placement agent warrants issued in the September 2026 induced warrant exercise transaction, which have an exercise period of five years (whereas the Series G ordinary warrants issued in that transaction 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 and in which the first patient was dosed on September 30, 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 178 ordinary warrants issued in that offering and we issued 178 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 1,854 Series B ordinary warrants issued in that offering and we issued 1,854 underlying ordinary shares. The gross proceeds to our company from those warrant exercises was $1.78 million.

At-The-Market Offering Program

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 third, second and first quarters of 2026, we raised approximately $1.8 million, $1.9 million and $0.08 million (net of sales agent fees and issuance costs), respectively, in the aggregate, from the sale of 186,472 ordinary shares, 18,486 ordinary shares and 267 ordinary shares, respectively, under the ATM, reflecting average sales prices per share of $10.18, $107.42 and $321.67, respectively, during those periods. Subsequent to the end of the third quarter of 2026 (up until the date of this quarterly report), we have furthermore raised an additional $0.05 million (net of sales agent fees), in the aggregate, from the sale of 15,630 ordinary shares under the ATM, reflecting an average sales price per share of $3.2. As of the date of this quarterly report, approximately $9.1 million remains available for future sales of ordinary shares by us under the ATM program, subject to the availability of authorized share capital.

Issuance of, Conversions Under, and Retirement of, 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 was the 30-month anniversary of the Closing Date (i.e., February 15, 2027).

Amounts outstanding under the A&R Sponsor Promissory Note were to 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 could also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conducted 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 could 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 1,875 ordinary shares that we issued to the Moringa sponsor. During the second and third quarters ended June 30 and September 30, 2026, we converted additional aggregate amounts of approximately $0.6 million and $1.04 million of the outstanding principal under the A&R Sponsor Promissory Note into 6,388 and 73,127 ordinary shares, respectively, that we issued to the Moringa sponsor, which conversions were effected in connection with the May 2026 and September 2026 induced warrant exercise transactions, the August 2026 Offering, and sales of ordinary shares under our ATM program. As a result of those conversions, the entire original principal amount of the A&R Sponsor Promissory Note has been converted into ordinary shares, and no amounts remain outstanding thereunder, as of September 30, 2026.

Under the amended and restated registration rights and lock-up agreement to which we are party with the Moringa sponsor and certain other shareholders, we are required to register for resale all ordinary shares issued to the Moringa sponsor upon conversion of amounts under the A&R Sponsor Promissory Note. We have fulfilled that obligation in its entirety, having registered the resale of 3,853, 18,609, and 58,928 ordinary shares (which numbers of shares are expressed on a post-reverse share split basis) under our registration statements on Form S-3 filed with the SEC on October 31, 2025, June 18, 2026 and October 28, 2026 (SEC file numbers 333-291210, 333-296739, and 333-299675, respectively), which became effective on November 20, 2025, June 18, 2026, and November 9, 2026, respectively. Those shares constitute, in the aggregate, all shares issued to the Moringa sponsor upon conversion of the entirety of the principal amount of the A&R Sponsor Promissory Note.

The Moringa sponsor (which is controlled by our former director, Ilan Levin) notified us that it disputed the conversions into ordinary shares under the terms of the A&R Sponsor Promissory Note and filed a claim against us demanding repayment of the note in full, or alternative repayment of the portions of the note that we purported to convert, totaling lower amounts, plus alleged damages and legal expenses. We believe that the claim is without merit and we are confident the conversions were carried out in strict compliance with the substantive and procedural requirements of the note, reject any claim to the contrary, and have filed our statement of defense as well as a counter-claim against the Moringa sponsor in respect of damages that we have sustained as a result of the sponsor's actions against us in its attempt to accelerate the maturity of the note in order to avoid its conversion. 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.

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 77 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 77 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 September 30, 2026, we had received IIA royalty-bearing grants totaling approximately $5.8 million, all of which was received 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 September 30, 2026, the total royalty amount that may be payable by our company is approximately $5.8 million ($6.8 million, including interest).

Cash Flows

Cash flows for the nine-month periods ended September 30, 2026 and 2025

The following table summarizes our cash flows for the nine-month periods ended September 30, 2026 and 2025:

		Nine-month period ended September 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			(8,682	)			(7,803	)
Net cash used in investing activities			(43	)			(7	)
Net cash provided by financing activities			7,522				15,861
Net increase (decrease) in cash and cash equivalents and restricted cash		$	(1,203	)		$	8,051
Translation adjustments on cash and cash equivalents and restricted cash			(23	)			3
Cash and cash equivalents and restricted cash at end of the period		$	4,849			$	9,324

Cash Used in Operating Activities

Net cash used in operating activities increased by approximately $0.9 million, or 11.5%, to $8.7 million for the nine-month period ended September 30, 2026, compared to $7.8 million for the nine-month period ended September 30, 2025. This increase reflecting the Company's operational ramp-up and preparations required to support our Phase 2/3 clinical trial for SIL204, in which the first patient was dosed on September 30, 2026.

Cash Provided by Financing Activities

Net cash provided by financing activities decreased by approximately $8.4 million, or 52.8%, to approximately $7.5 million for the nine-month period ended September 30, 2026, compared to $15.9 million for the nine-month period ended September 30, 2025. This decrease was mainly due to our having raised aggregate net cash proceeds of approximately $7.5 million, primarily consisting of (i) $3.8 million (net of sales agent fees and issuance costs) of cash under the ATM, (ii) $2.1 million (net of issuance costs) in the August 2026 Offering, and (iii) $0.8 million and $0.7 million (net of issuance costs) from the May 2026 and September 2026 induced warrant exercise transactions, respectively, in the nine-month period ended September 30, 2026, as described above under "At-The-Market Offering Program", "Public Offerings via H.C. Wainwright", and "Induced Warrant Exercise Transactions", respectively, in this "Liquidity and Capital Resources" section, compared to net cash provided by financing activities of approximately $15.9 million in the nine-month period ended September 30, 2025, primarily consisting of (i) $9.6 million (net of issuance costs) in the January 2025 Offering and September 2025 Offering, (ii) $2.6 million from the exercise of warrants in connection with those offerings, and (iii) $4.3 million (net of issuance costs) from the January 2025 and August 2025 induced warrant exercise transactions, 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 that we made under the EarlyBird Convertible Note, in the nine-month period ended September 30, 2025.

Cash flows for the three-month periods ended September 30, 2026 and 2025

The following table summarizes our cash flows for the three-month periods ended September 30, 2026 and 2025:

		Three-month period ended September 30,
		2026				2025
		(U.S. dollars, in thousands)
Cash and cash equivalents and restricted cash at beginning of the period		$	2,320			$	3,544
Net cash used in operating activities			(2,111	)			(2,843	)
Net cash used in investing activities			(42	)			-
Net cash provided by financing activities			4,699				8,624
Net increase in cash and cash equivalents and restricted cash		$	2,546			$	5,781
Translation adjustments on cash and cash equivalents and restricted cash			(17	)			(1	)
Cash and cash equivalents and restricted cash at end of the period		$	4,849			$	9,324

Cash Used in Operating Activities

Net cash used in operating activities decreased by approximately $0.7 million, or 25.0%, to $2.1 million for the three-month period ended September 30, 2026, compared to approximately $2.8 million for the three-month period ended September 30, 2025. This decrease was primarily attributable to corresponding increase in accounts payable and accrued liabilities related to our clinical trial activities mutually agreed with our major suppliers.

Cash Provided by Financing Activities

Net cash provided by financing activities decreased by approximately $3.9 million, or 45.3%, to approximately $4.7 million for the three-month period ended September 30, 2026, compared to $8.6 million for the three-month period ended September 30, 2025. This decrease was mainly due to our having raised aggregate net cash proceeds of approximately $4.7 million, primarily consisting of (i) approximately $2.1 million (net of issuance costs) in the August 2026 Offering, (ii) approximately $0.7 million (net of issuance costs) from the September 2026 induced warrant exercise transaction, and (iii) approximately $1.8 million (net of sales agent fees and issuance costs) under the ATM during the three-month period ended September 30, 2026, compared to aggregate net cash proceeds of approximately $8.6 million, primarily consisting of (i) $5.3 million from the September 2025 Offering, (ii) $1.8 million from the exercise of warrants, and (iii) $1.5 million from the August 2025 induced warrant exercise transaction during the three-month period ended September 30, 2025. Please see "At-The-Market Offering Program", "Induced Warrant Exercise Transactions", "Other Warrant Exercises", 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.

Our future capital requirements will depend on many factors, including:

•

materials costs;

•

regulatory pathway; and

•

human clinical trial costs.

As of September 30, 2026, we had cash and cash equivalents of $4.8 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 nine-month periods ended September 30, 2026 included in this quarterly report, but rather, for only several months from the filing date of this quarterly report, under our current business plan, 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 nine-month periods ended September 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 nine-month periods ended September 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 nine-month periods ended September 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 September 30, 2026 balance sheet date of the unaudited financial statements for the three-month and nine-month periods ended September 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, May 2026 and September 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, as well as by the availability of authorized share capital.

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, or the ATM;

•

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 nine-month periods ended September 30, 2026 included in this quarterly report.

The preparation of our unaudited condensed consolidated financial statements for the three-month and nine-month periods ended September 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 nine-month periods ended September 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 nine-month periods ended September 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 nine-month periods ended September 30, 2026 and consolidated financial statements for the year ended December 31, 2025.

The critical accounting estimates relate to the following: [Note: Silexion Finance to Update if Necessary]

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, and the A&R Sponsor Promissory Note has been converted in full by September 30, 2026. Before its conversion, 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 either a Monte Carlo simulation framework to model the expected conversion price at the A&R Sponsor Promissory Note's maturity date, which is based on a contractual 20-day average closing price mechanism; or the market price of shares issued upon conversion, as applicable.

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 nine-month periods ended September 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.