{"url_path":"/sec/slncf/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1479615/0001193125-26-229089-index.html","accession_number":"0001193125-26-229089","cik":"0001479615","ticker":"SLN","issuer_name":"Silence Therapeutics plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1479615/0001193125-26-229089-index.html","primary_entity_key":"0001479615","primary_entity_name":"Silence Therapeutics plc"},"word_count":554,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn May 18, 2026, Silence Therapeutics plc (the “Company” or “we”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”). Under the Sales Agreement, the Company may offer and sell, from time to time, through Jefferies as its sales agent and/or principal, American Depositary Shares of the Company (the “ADSs”), each representing three ordinary shares, nominal value £0.05 per share of the Company, having an aggregate offering amount not exceeding the Maximum Program Amount, as such term is defined in the Sales Agreement. The Sales Agreement replaces the prior Open Market Sale AgreementSM, dated October 15, 2021, by and between the Company and Jefferies (the “Prior Sales Agreement’), which was terminated as of May 18, 2026 pursuant to the terms of the Sales Agreement.\n\nThe Company is not obligated to sell any ADSs under the Sales Agreement. Upon delivery of an issuance notice and subject to the terms and conditions of the Sales Agreement, Jefferies will use commercially reasonable efforts, to sell ADSs by any method that is deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made through The Nasdaq Global Market or on any other existing trading market for the ADSs, or by any other method permitted by law. The Company has no obligation to sell any ADSs. The Company will pay Jefferies a commission of up to 3.0% of the gross sales proceeds of any ADSs sold through Jefferies under the Sales Agreement. The Company has also provided Jefferies with customary indemnification and contribution rights. The Sales Agreement contains customary representations and warranties and conditions to the placements of ADSs pursuant thereto. The Sales Agreement may be terminated by the Company or Jefferies upon written notice to the other party in accordance with the terms of the Sales Agreement. The offering of ADSs pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement in accordance with its terms.\n\nThe ADSs will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-295992), including the Sales Agreement prospectus contained therein, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2026 (the “Registration Statement”), once the Registration Statement is declared effective by the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any ADSs under the Sales Agreement nor shall there be any offer, solicitation or sale of such ADSs in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.\n\nCooley (UK) LLP, counsel to the Company, has issued a legal opinion relating to the validity of the ADSs. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nThe foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference."}