UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 12, 2025
Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-42253
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N/A |
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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12 Abba Hillel Road Ramat-Gan, Israel |
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5250606
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(Address of principal executive offices)
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(Zip Code)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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| Ordinary Shares, par value $0.0135 per share |
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SLXN |
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The Nasdaq Stock Market LLC |
| Warrants exercisable for Ordinary Shares at an exercise price of $1,552.50 per share |
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SLXNW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02
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Results of Operations and Financial Condition.
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Item 9.01
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Financial Statements and Exhibits
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SILEXION THERAPEUTICS CORP
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Date: November 12, 2025
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By:
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/s/ Ilan Hadar
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Name:
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Ilan Hadar
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Title:
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Chief Executive Officer
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• |
Research and Development (R&D) Expenses for the three months ended September 30, 2025, were $2.2 million, compared to $3.2 million for the same period in 2024, a decrease of 31.3%, primarily due to the absence in the current year
period of $2.4 million in non-cash share-based compensation expenses recorded in the prior-year period (associated with grants issued during the August
2024 Business Combination), partially offset by increased subcontractor costs of approximately $1.3 million related to API manufacturing activities and formulation development as the development program advances.
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• |
General and
Administrative (G&A) Expenses for the three months ended September 30, 2025, were $1.1 million,
compared to $4.8 million for the same period in 2024, a decrease of 77.1%, mainly attributable to the absence of $3.4 million in non-cash share-based compensation expenses
recognized in the prior-year period in connection with grants issued during the August 2024 Business Combination.
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• |
Net loss for the three months ended September 30, 2025, was $3.3
million, or ($2.88) per share, compared to a net loss of $11.9 million,
or ($274.25) per share, for the same period in 2024, representing a decrease of approximately 72.3%. The improvement was mainly attributable to the absence of significant one-time costs and expenses related to the August 2024 Business Combination and the Company’s transition to a public company,
including share-based compensation, transaction, and financial expenses.
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• |
Research and
Development (R&D) Expenses for the nine months ended September 30, 2025, were $3.8 million,
compared to $4.9 million for the same period in 2024, a decrease of 22.4%,
primarily due to the absence of non-cash share-based compensation expenses recognized in the prior-year period in connection with grants issued during the August 2024 Business Combination partially offset by higher subcontractor costs
related to API manufacturing activities and formulation development as the development program advanced.
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General and
Administrative (G&A) Expenses for the nine months ended September 30, 2025, were $3.5 million,
compared to $5.7 million for the same period in 2024, a decrease of 38.6%, mainly reflecting the absence of non-cash share-based compensation expenses and transaction costs recognized in the prior-year period in connection with grants issued during the August 2024
Business Combination. This decrease was partially offset by higher professional services costs including director compensation, legal and other expenses associated with the transition to a public company subsequent to the
Closing of the Business Combination, and more.
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Net loss for the nine months ended September 30, 2025, was $7.5 million,
or ($10.36) per share, compared to a net loss of $14.8 million, or ($754.85) per share, for the same period in 2024, representing a decrease of 49.3%.
The reduction was mainly due to lower share-based compensation expenses and the absence of significant one-time costs and expenses related to the August 2024 Business Combination, including transaction and financial expenses.
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As of September 30, 2025, Silexion had cash and cash equivalents of
$9.2 million, compared to $1.2 million as of December 31, 2024. This significant increase reflects the successful completion of public offerings and
warrant exercises during 2025, which substantially strengthened the Company’s balance sheet and support its continued advancement toward regulatory submissions and Phase 2/3 clinical trial initiation.
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SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
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September 30, 2025
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December 31, 2024
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|||||||
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U.S. dollars in thousands
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||||||||
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Assets
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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9,243
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$
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1,187
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Restricted cash
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26
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35
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Prepaid expenses
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1,739
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966
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Other current assets
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47
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62
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TOTAL CURRENT ASSETS
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11,055
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2,250
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NON-CURRENT ASSETS:
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Restricted cash
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55
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48
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Long-term deposit and other non-current assets
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36
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5
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Property and equipment, net
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26
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30
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Operating lease right-of-use asset
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442
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530
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TOTAL NON-CURRENT ASSETS
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559
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613
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TOTAL ASSETS
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$
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11,614
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$
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2,863
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SILEXION THERAPEUTICS CORP
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
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September 30, 2025
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December 31, 2024
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U.S. dollars in thousands
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Liabilities and shareholders’ equity (capital deficiency)
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CURRENT LIABILITIES:
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Trade payables
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$
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946
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$
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929
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Current maturities of operating lease liability
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174
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158
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Employee related obligations
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721
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642
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Accrued expenses and other account payable
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945
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788
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Private warrants to purchase ordinary shares (including $* and $1 due to related party, as of September 30, 2025 and December 31,
2024, respectively)
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*
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2
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Underwriters Promissory Note
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-
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1,004
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TOTAL CURRENT LIABILITIES
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2,786
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3,523
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NON-CURRENT LIABILITIES:
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Long-term operating lease liability
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311
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368
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Related Party Promissory Note
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1,540
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2,961
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TOTAL NON-CURRENT LIABILITIES
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$
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1,851
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$
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3,329
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TOTAL LIABILITIES
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$
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4,637
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$
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6,852
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SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY):
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Ordinary shares ($0.0135 par value per share, 9,000,000 and 1,481,482 shares authorized as of September 30, 2025 and December 31,
2024, respectively; 3,126,642 and 123,290** shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
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42
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2
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Additional paid-in capital
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57,689
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39,263
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Accumulated deficit
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(50,754
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)
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(43,254
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)
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TOTAL SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
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$
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6,977
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$
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(3,989
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)
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
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$
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11,614
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$
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2,863
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Nine months ended September 30
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Three months ended September 30
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2025
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2024
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2025
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2024
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U.S. dollars in thousands
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U.S. dollars in thousands
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OPERATING EXPENSES:
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Research and development (including $0 and $1,796 from related party for the nine months period ended September 30, 2025 and
2024, respectively, and including $0 and $1,762 from related party for the three months period ended September 30, 2025 and 2024, respectively)
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$
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3,765
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$
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4,944
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$
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2,157
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$
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3,217
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General and administrative (including $96 and $2,972 from related party for the nine months period ended September 30, 2025 and
2024, respectively, and including $38 and $2,948 from related party for the three months period ended September 30, 2025 and 2024, respectively)
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3,461
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5,727
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1,135
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4,819
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TOTAL OPERATING EXPENSES
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7,226
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10,671
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3,292
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8,036
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OPERATING LOSS
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7,226
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10,671
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3,292
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8,036
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Financial expenses (income), net (including $203 and $(47) from related party for the nine months period ended September 30, 2025
and 2024, respectively, and including $)26( and $(182) from related party for the three months period ended September 30, 2025 and 2024, respectively)
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271
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4,092
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(30
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3,822
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LOSS BEFORE INCOME TAX
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$
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7,497
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$
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14,763
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$
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3,262
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$
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11,858
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INCOME TAX
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3
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9
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-
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2
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NET LOSS
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$
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7,500
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$
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14,772
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$
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3,262
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$
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11,860
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Attributable to:
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Equity holders of the Company
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7,500
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14,696
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3,262
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11,851
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Non-controlling interests
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-
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76
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-
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9
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Total
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$
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7,500
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$
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14,772
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$
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3,262
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$
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11,860
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LOSS PER SHARE, BASIC AND DILUTED
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$
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10.36
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$
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754.85
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$
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2.88
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$
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274.25
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WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER
SHARE*
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723,886
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19,469
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1,132,658
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43,213
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