Silexion Prices $2.5 Million Nasdaq Offering With One-for-One Warrant Coverage, Expected to Close Thursday

by Adam Kowalczyk · August 13, 2026

Filings & Deals Reporter, The MicroCap Herald

Silexion Therapeutics Corp priced a $2.5 million public offering after Wednesday's close. Its ordinary shares trade on the Nasdaq Capital Market as SLXN, its warrants as SLXNW. The pricing release of 12 August says it agreed to sell 3,846,161 ordinary shares, or ordinary share equivalents, at a combined public offering price of $0.65 per share and accompanying warrant. Closing is expected on or about Thursday, 13 August, subject to customary conditions, and had not occurred at publication.

Each share carries a warrant. The Series E warrants cover up to 3,846,161 ordinary shares at $0.65, are exercisable immediately upon issuance and expire five years from issuance: one-for-one coverage at the deal price, or 7,692,322 shares of potential issuance. H.C. Wainwright & Co. is exclusive placement agent; the release does not describe a firm-commitment underwriting. It is made under a registration statement on Form S-1, File No. 333-298137, declared effective on 11 August. Gross proceeds are expected to be about $2.5 million before placement agent fees and expenses; Silexion said it will use the net proceeds, which will be lower, to advance the SIL204 clinical trial and for general corporate purposes.

The figures need care: Silexion has consolidated its shares twice in twelve months. The 10-K for 2025 records a one-for-fifteen reverse split effected on 29 July 2025. A one-for-ten split followed after the close on 28 May 2026, trading split-adjusted from 29 May; the company said it was intended to maintain compliance with Nasdaq's minimum bid price requirement in Listing Rule 5550(a)(2), and it raised par value to $0.135 from $0.0135. This offering and the June proxy are stated post-split. Earlier releases are not.

That distinction reconciles two otherwise irreconcilable numbers. On 15 May Silexion announced the exercise of warrants over 1,995,092 ordinary shares at $0.50 for roughly $1 million gross, with new Series C warrants over 2,045,000 shares and Series D warrants over 1,945,184 shares issued at $0.50. Those are pre-split figures. The June proxy restates the same instruments split-adjusted as 399,020 Series C and Series D warrants at $5.00, plus 13,966 placement agent warrants at $6.25. The $5.00 strike is the $0.50 strike multiplied by ten, not a separate tranche. On that basis the Series E warrants strike at $0.65, and the older warrants yield nothing unless the shares trade at a large multiple of the new price.

The share count needs the same treatment. The proxy filed 16 June, for a 13 July meeting, asked shareholders to raise authorised ordinary shares to 15,900,000 from 5,900,000 at $0.135 par value, again post-split; against that ceiling, Wednesday's shares and warrants would be roughly half of what the company may issue. The last count Silexion disclosed was 3,394,865 ordinary shares at 31 March 2026; the 10-K gave 3,330,785 at 10 March. Both predate the one-for-ten split and equate to a few hundred thousand shares today. The release gave no updated count, so no dilution percentage can responsibly be calculated, only that the new shares alone are several times the last disclosed count, split-adjusted.

The going-concern position is stated plainly. The 10-K says the auditors' report “contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a ‘going concern.’” It also warns that failure to maintain compliance with Nasdaq's continued listing requirements may result in delisting. That exposure is not theoretical: Silexion received a delisting determination in May 2025, kept its listing on appeal, regained compliance on equity and bid price in September 2025, and remained under a Nasdaq panel monitor reported to run to 23 September 2026. The proxy cites Listing Rule 5550(b)(1), requiring at least $2.5 million of shareholders' equity, and Rule 5635(d), requiring shareholder approval for an issuance of 20 per cent or more of outstanding shares below the applicable minimum price.

Cash fell sharply in the first quarter, to $2,413 thousand at 31 March 2026 from $5,991 thousand at 31 December 2025. Net loss widened to $2,733 thousand from $1,735 thousand a year earlier, with research and development expense of $1,370 thousand against $590 thousand and general and administrative expense of $1,379 thousand against $1,060 thousand. Chief financial officer Mirit Horenshtein Hadar said: “During the first quarter and subsequent to quarter end, we executed a series of capital-raising and corporate actions designed to support our clinical development plan and our continued Nasdaq listing.” Silexion published no cash runway estimate. Against that burn rate, our own arithmetic is that $2.5 million gross, less fees and expenses, funds months rather than years; that is this publication's reading, not a company statement.

The size is not unusual for the week. On 10 August PN Smart Energy Limited (Nasdaq: PN) priced a registered direct offering of up to 1,735,000 Class A ordinary shares and pre-funded warrants at $3.00 a share, for about $5.205 million gross before fees, with FT Global Capital as exclusive placement agent. SunScout Holding Limited, a New Zealand developer of solar-powered robotic mowers, priced a US$15.5 million initial public offering of 3,100,000 Class A ordinary shares at US$5.00, led by Dominari Securities, and said the shares were approved for dual listing on the NYSE American and NYSE Texas as SNSC, trading from 12 August.

The hazards appear in Silexion's filings and in the deal structure: a going-concern paragraph; a cash balance that more than halved in a quarter; two reverse splits in twelve months; an equity test already topped up and still under panel monitoring; an offering priced at $0.65, below the $1.00 bid price Rule 5550(a)(2) requires; immediately exercisable warrants over as many shares again as the offering; a split-adjusted share count in the hundreds of thousands beforehand, implying a very thin float and limited liquidity; and an authorised share ceiling limiting further deals without a shareholder vote. Silexion said on 29 July it had initiated the first site of its Phase 2/3 trial of SIL204, an siRNA candidate against KRAS-driven cancers, in locally advanced pancreatic cancer at Tel Aviv Sourasky Medical Center; screening was expected within weeks, first dosing to follow.