Silence Therapeutics (SLN) risk factors, FY2025 10-K

Risks Related to Our Financial Condition and Need for Additional Capital

1. 01We have a history of net losses, and we anticipate that we will continue to incur significant losses for the foreseeable future22% rewritten
2. 02We have never generated any revenue from product sales and may never be profitable
3. 03attracting, hiring and retaining qualified personnel
4. 04Any of these events would have a material adverse effect on our business, operating results and prospects and could significantly impair the value of your investment in our ADSs59% rewritten
5. 05Raising additional capital may cause dilution to our holders, including holders of our ADSs, restrict our operations or require us to relinquish rights to our technologies or product candidates46% rewritten
6. 06addition, we could also be required to seek funds through arrangements with collaborators or others at an earlier stage than otherwise would be desirableNew
7. 07We have concentrated our therapeutic product research and development efforts on siRNA technology, and our future success depends on the successful development of this technology and products based on our siRNA product platform
8. 08We may not be successful in our efforts to identify or discover potential product candidates
9. 09new competitive developments in the evolving field of RNAi, or in other nucleic acid-based approaches, including gene therapy or gene editing, may render our product candidates obsolete or noncompetitive
10. 10We may not be successful in our efforts to increase our pipeline, including by pursuing additional indications for our current product candidates, identifying additional indications for our proprietary platform technology or in-licensing or acquiring additional product candidates for other indications
11. 11Preclinical studies and clinical trials of our product candidates may not be successful. If we are unable to generate successful results from these studies and trials, or experience significant delays in doing so, our business may be materially harmed
12. 12If we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully complete the development of, or commercialize, our product candidates, which would materially harm our business24% rewritten
13. 13prospects. Further, disclosure of interim data by us or by our competitors could result in volatility in the price of our Ordinary SharesNew
14. 14delays in delivering sufficient supply of clinical trial materials to clinical sites and challenges in patient recruitment, as well as challenges regarding global clinical trial supply shipments, importation and customs clearances
15. 15have the product removed from the market after obtaining marketing approval
16. 16Conducting successful clinical trials requires the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit
17. 17If we are unable to maintain any of our existing collaborations, or if these arrangements are not successful, or we are unable to enter into future licenses, our business could be adversely affected
18. 18We rely on third parties to conduct some aspects of our manufacturing, research and development activities, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of research or clinical testing, or may terminate our agreements
19. 19the losses incurred by us if our insurance coverage is insufficient to cover any loss, contamination or damage of chemical materials, product components or products made by any of our CMOs, once the materials or products have been shipped to us and the risk of loss has been transferred to us
20. 20Even if we complete the necessary preclinical studies and clinical trials, we cannot predict whether or when we will obtain regulatory approval to commercialize a product candidate and we cannot, therefore, predict the timing of any revenue from a future product
21. 21Even if we obtain regulatory approval for a product candidate, we will still face extensive regulatory requirements, and our products may face future development and regulatory difficulties78% rewritten
22. 22the United States and in some EU Member States, are subject to FDA review or national regulatory review, in addition to other potentially applicable federal, state and foreign lawsNew
23. 23Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to commercialize our future products and generate revenues
24. 24We may not be able to obtain or maintain orphan drug designations for any of our product candidates, and we may be unable to maintain the benefits associated with orphan drug designation, including the potential for market exclusivity
25. 25We may use our financial and human resources to pursue a particular research program or product candidate and fail to capitalize on programs or product candidates that may be more profitable or for which there is a greater likelihood of success
26. 26Any of our product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market acceptance
27. 27If AEs are observed in any clinical trials of our product candidates, including those that a strategic collaborator may develop under an agreement with us, our or our collaborators’ ability to obtain regulatory approval for product candidates may be negatively impacted
28. 28our reputation may suffer
29. 29Even if any of our product candidates receive marketing approval, they may fail to achieve the degree of market acceptance by physicians, patients, third party payers and others in the medical community necessary for commercial success

Risks Related to Our Business Operations and Compliance with Government Regulations

1. 30Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel
2. 31We may need to expand our organization and may experience difficulties in managing this growth, which could disrupt our operations
3. 32If we fail to introduce new products or keep pace with advances in technology, our business, financial condition and results of operations could be adversely affected
4. 33We face potential product liability and other claims, and, if successful claims are brought against us, we may incur substantial liability and costs
5. 34decreased demand for our product candidates, if approved for commercial sale47% rewritten
6. 35Our data processing activities subject us to privacy and data protection obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security38% rewritten
7. 36Our employees, consultants and contractors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements or insider trading violations, which could significantly harm our business
8. 37Healthcare legislative and other regulatory reform measures may have a negative impact on our business and results of operations62% rewritten
9. 38We may face uncertainty related to pricing, coverage and reimbursement for our product candidates
10. 39Exchange rate fluctuations may adversely affect our results of operations and cash flows25% rewritten
11. 40If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business
12. 41Inflation may adversely affect our operations, including increases in the prices of goods and services required for our operations

Risks Related to our Intellectual Property

1. 42If we are unable to obtain or protect intellectual property rights related to our current or future products and product candidates, we may not be able to compete effectively in our markets
2. 43additional information publicly available on a routine basis, including information that we may consider to be trade secrets or other proprietary information, and it is not clear at the present time how the FDA’s disclosure policies may change and affect us adversely in the future, if at allNew
3. 44Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts
4. 45We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful
5. 46We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties

Risks Related to Our ADSs

1. 47We are a “smaller reporting company” and, as a result of the reduced disclosure requirements applicable to smaller reporting companies, our ADSs may be less attractive to investorsNew
2. 48We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management has devoted and will continue to be required to devote substantial time to new compliance initiatives and corporate governance practices23% rewritten
3. 49The trading price of our ADSs may be volatile, and you could lose all or part of your investment
4. 50investors’ general perception of us and our business and any failure to meet expectations of investors or equity research analysts
5. 51Future sales, or the possibility of future sales, of a substantial number of our ADSs could adversely affect the price of such securities
6. 52If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, the price and trading volume of our ADSs could decline
7. 53Concentration of ownership of our ordinary shares (including ordinary shares represented by ADSs) among our existing senior management, directors and principal shareholders may prevent new investors from influencing significant corporate decisions and matters submitted to shareholders for approval
8. 54discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us
9. 55Because we do not anticipate paying any cash dividends on our ordinary shares (including ordinary shares represented by ADSs) in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment
10. 56There can be no assurance that we will not identify additional control deficiencies or material weaknesses in the future
11. 57Holders of our ADSs have fewer rights than our shareholders and must act through the depositary to exercise their rights
12. 58You may be subject to limitations on transfers of your ADSs33% rewritten
13. 59shares is blocked to permit voting at a shareholders’ meeting, or because we are paying a dividend on our ordinary shares or similar corporate actionsNew
14. 60The depositary for our ADSs is entitled to charge holders fees for various services, including annual service fees
15. 61You may not receive distributions on our ordinary shares represented by the ADSs or any value for them if it is illegal or impractical to make them available to holders of ADSs
16. 62Your right to participate in any future rights offerings may be limited, which may cause dilution of your holdings63% rewritten
17. 63an estate, the income of which is subject to U.S. federal income taxation regardless of its source; orNew
18. 64Changes and uncertainties in the tax system in the countries in which we have operations, could materially adversely affect our financial condition and results of operations, and reduce net returns to our shareholders
19. 65Tax authorities may disagree with our positions and conclusions regarding certain tax positions, or may apply existing rules in an unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits
20. 66Protections found in provisions under the U.K. City Code on Takeovers and Mergers, or the Takeover Code, will not apply if our place of management and control remains outside the United Kingdom64% rewritten
21. 67Following the end of the transitional period, with effect from February 3, 2027, the “residency test” will be abolished in its entirety and we expect we will no longer be subject to the jurisdiction of the Takeover Code at all from that time, unless our securities are listed in the United KingdomNew
22. 68The board of directors of the offeree company must appoint a competent independent adviser whose advice on the financial terms of the offer must be made known to all the shareholders, together with the opinion of the board of directors of the offeree company
23. 69Misleading, inaccurate or untrue statements made in documents or to the media must be publicly corrected immediately
24. 70The rights of our shareholders may differ from the rights typically offered to stockholders of a U.S. corporation
25. 71As an English company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure
26. 72Claims of U.S. civil liabilities may not be enforceable against us
27. 73Our articles of association provide that the U.S. federal district courts are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act
28. 74ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results for the plaintiff(s) in any such action59% rewritten
29. 75knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSsNew