Silentium Ltd.
SIAI · NYSE American · Technology
- Expected pricing
- Jun 18, 2026
- Price range
- $6.00 – $8.00
- Shares offered
- —
- Filing
- F-1/A · Jun 18, 2026
Founders & leadership
Background and track record, from the Management section.
- Yoel NaorChief Executive Officer and Director
Has served as CEO and Director since September 2017. Over 20 years of experience in executive management. Prior to CEO role, served as Director of Products at Silentium since 2009.
Source
“Mr. Naor has served as our Chief Executive Officer and as a Director since September 2017. He has over 20 years of experience in executive management, including strategic R&D development, marketing, international operations, multi-channel products distribution, and product development. Prior to his appointment as CEO, Mr. Naor served as Director of Products at Silentium since 2009.”
High confidenceView in filing → - Evan FishmanChief Financial Officer
Appointed CFO in September 2025. Previously worked for Orgenesis Inc. from April 2017 to August 2025, including as CFO of Orgenesis Ltd. Member of the Israeli Institute of Certified Public Accountants and South African qualified Chartered Accountant.
Source
“Mr. Fishman was appointed as our Chief Financial Officer in September 2025. Prior to his appointment, Mr. Fishman worked for Orgenesis Inc. from April 2017 to August 2025, including as Chief Financial Officer. of Orgenesis Ltd.”
High confidenceView in filing → - Tzvika FridmanChief Technology Officer
Has served as CTO since 2018. Previously served as R&D Group Manager from 2013 to 2018. Over 20 years of experience in senior R&D managerial positions.
Source
“Mr. Tzvika Fridman has served as our Chief Technology Officer (CTO) since 2018. Prior to his appointment as a CTO, Mr. Fridman served as our R&D Group Manager from 2013 to 2018.”
High confidenceView in filing → - Amir SlapakChief Operating Officer
Has served as COO since 2007. Prior to joining the company, worked at the Local Government Economic Services Company of the Local Authority Ltd from 2001 to 2007 and as a producer at Kadomn Breen Exhibitions Ltd from 1999 to 2001.
Source
“Mr. Amir Slapak has served as our Chief Operating Officer (COO) since 2007. Prior to his appointment as a COO, Mr. Slapak held several senior managerial positions in our company. Prior to joining our company, between 2001 and 2007, Mr. Slapak worked at the Local Government Economic Services Company of the Local Authority Ltd, where he served as the manager of new public construction, in the Southern Region of Israel.”
High confidenceView in filing → - Ziv HermonChief Business Officer
Joined Silentium in September 2019 as Head of Innovation, serving as CBO since October 2019. Previously CEO of Nano Air from 2015 to 2017, and Science Office and Innovation Manager at General Motors Advanced Technical Center, Israel from 2009 to 2015. Ph.D. in Physics from Tel-Aviv University.
Source
“Dr. Ziv Hermon joined Silentium in September 2019 as Head of Innovation, and has served as our Chief Business Officer (CBO) since October 2019. Prior his joining Silentium, Dr. Herman served as CEO of Nano Air from 2015 to 2017, and from 2009 to 2015 at the General Motors Advanced Technical Center, Israel, as Science Office and Innovation Manager.”
High confidenceView in filing → - Harold WienerDirector
Appointed as director in October 2025. Founder and General Partner of Terra Venture Partners and Terralab Ventures. Over 30 years of experience in biotech, chemistry, and Cleantech. Previously led product and business development at Aromor Flavor and Fragrances and AlgaTechnologies.
Source
“Dr. Harold Wiener was appointed as a director of the Company in October 2025. He is the founder and General Partner of Terra Venture Partners and Terralab Ventures, leading early-stage VC funds in Israel, and has served as a director since 2007.”
High confidenceView in filing → - Yue Lei ShenDirector
Has served as director since October 2024. Currently Executive Director of True North Computation Canada since April 2021. Previously vice principal and head of Tech Sector Investment at Petrus Capital from 2019 to March 2021.
Source
“Ms. Shen has served as a director since October 2024. She is currently Executive Director of True North Computation Canada, overseeing ASIC computational hardware data centers across multiple Canadian provinces and U.S. states, a position that she has held since April 2021 until present.”
High confidenceView in filing → - Larry KraussDirector
Has served as director since August 2009. Through Terracap Ventures, is a strategic investment partner in over 45 technology companies internationally. Serves on board of directors of several entities including Zoom And Go Ltd. and Second Life Books Ltd.
Source
“Mr. Krauss has served as a director since August 2009. Mr. Krauss, through Terracap Ventures, is also a strategic investment partner in over 45 technology companies internationally, and serves on the board of directors of several entities, including Zoom And Go Ltd., and Second Life Books Ltd.”
High confidenceView in filing → - Sigang QinDirector
Has served as director since April 2024. Currently General Manager of Honrock Railway Transportation Equipment Co., Ltd since January 2011. Previously Senior Finance Manager at Henkel AG (Germany) and Deputy General Manager of Samson Controls China.
Source
“Dr. Sigang Qin has served as a director since April 2024. Dr. Quin is currently General Manager, Honrock Railway Transportation Equipment Co., Ltd, a position she has held since January 2011. Prior to that, she was Senior Finance Manager, Henkel AG (Germany) and Deputy General Manager of Samson Controls China.”
High confidenceView in filing → - Benjamin Eli WeissDirector
Has served as director since March 2024. Partner at Alicorn Venture Partners since 2020 and Partner at CE Ventures since 2015. Chartered Financial Analyst (CFA).
Source
“Mr. Weiss has served as a director since March 2024. Mr. Weiss has been a Partner at Alicorn Venture Partners since 2020 and a Partner at CE Ventures since 2015.”
High confidenceView in filing →
What the company does
The problem it solves and how it differentiates.
Silentium Ltd. develops software-based Active Acoustics solutions for managing in-cabin sound in vehicles, reducing unwanted noise and enabling personalized acoustic experiences. Rather than using mechanical insulation or dedicated hardware, its software leverages existing microphones, speakers, processors, and ECUs already present in vehicles. The company sells to Auto OEMs, Tier-1 suppliers, and semiconductor partners, earning non-recurring engineering fees during development and per-vehicle royalties during serial production. As of May 31, 2026, its technology was deployed in approximately 1.8 million vehicles across 24 vehicle models and five Auto OEMs.
Source
“Rather than relying on heavy mechanical insulation or dedicated hardware modules, the Company's software leverages existing microphones, speakers, processors, and electronic control units (ECUs) to monitor, estimate, and dynamically shape acoustic fields inside the vehicle cabin.”
Market & competition
The market it plays in and who it competes with.
The global noise, vibration, and harshness (NVH) market, primarily serving automotive applications, was approximately $13.9 billion in 2024 and is projected to grow to about $21.2 billion by 2032 (CAGR ~5.4%). Automotive applications account for over 40% of total NVH demand. Silentium operates primarily in the active acoustics segment of this market.
Source
“the global NVH market was approximately $13.9 billion in 2024, with projected growth to about $21.2 billion by 2032, implying a compound annual growth rate of roughly 5.4%. Automotive applications account for the largest share of this market, representing over 40% of total NVH demand”
Financials
Revenue, profitability, and cash, from the financial statements.
- Net income
- $4.7M net loss (Year Ended December 31, 2025)
- Burn rate
- $4.2M annual operating cash burn (Year Ended December 31, 2025)
Source
“Net loss for the year (4,716)”
Source
“Net cash used in operating activities (4,206)”
Statement-derived (Year Ended December 31, 2025; figures in thousands).
The offering
Use of proceeds, pricing, and dilution to new investors.
- general corporate purposes (use of proceeds section not reproduced in the provided excerpt)
- Offering price / share
- $7.00
- Dilution / share
- $4.70
- NTBV / share (adj.)
- $2.30
- Shares out (after)
- 5,503,227
Source
“Assumed public offering price per Ordinary Share $ 7.00 … which is the midpoint of the price range set forth on the cover page of this prospectus”
Source
“Dilution per Ordinary Share to new investors $ 4.70”
Source
“our as adjusted net tangible book value at December 31, 2025 would have been $2.30 per share”
Source
“Total 5,503,227 100.0% $92,212,000 100% $16.76”
Source
“After giving effect to the sale of Ordinary Shares in this offering at an assumed initial public offering price of $7.00 per ordinary share… our as adjusted net tangible book value at December 31, 2025 would have been $2.30 per share. This represents an immediate increase in as adjusted net tangible book value of $2.37 per share to existing shareholders and immediate dilution of $4.70 per ordinary share to new investors.”
Control & governance
Share classes, founder voting control, board, and insider conflicts — the founder-control signals.
One vote per share across all classes — no super-voting.
Founders hold 12.6% economic · 12.6% voting
Concentrated dependence on a single leader, flagged in the filing.
Source
“Our future success depends substantially on the continued services of our executive officers and key employees.”
Lock-up schedule & insider ownership
When insider shares unlock, and who holds them — the part most tools skip.
Lock-up schedule
When insider shares unlock signals when selling pressure may arrive. Conditional unlocks have no fixed date and are shown as such — they are not collapsed to a single guessed date.
- Directors & executive officersShare count not disclosedNo fixed dateFixed date
twelve (12) months from the closing of this offering, with respect to our directors and executive officers
Source
“such persons have agreed, subject to certain exceptions, not to sell or otherwise dispose of Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares for a period of twelve (12) months from the closing of this offering, with respect to our directors and executive officers”
Medium confidenceView in filing → - Company and all other holders of securitiesShare count not disclosedNo fixed dateFixed date
six (6) months from the closing of this offering with respect to the Company and all other holders of our securities
Source
“for a period of six (6) months from the closing of this offering with respect to the Company and all other holders of our securities, without the prior written consent of Think Equity LLC.”
Medium confidenceView in filing → - All locked-up holdersShare count not disclosedNo fixed dateDiscretionary
Think Equity LLC may, in its sole discretion, at any time without prior notice, release all or any portion of the Ordinary Shares from the restrictions
Source
“without the prior written consent of Think Equity LLC., which may, in its sole discretion, at any time without prior notice, release all or any portion of the Ordinary Shares from the restrictions in any such agreement.”
High confidenceView in filing →
Insider ownership
Beneficial ownership as reported in the S-1 (includes shares deemed beneficially owned via options and affiliated entities). Percentages are beneficial, not record, ownership.
| Holder | Shares | % pre-IPO | % post-IPO | Source |
|---|---|---|---|---|
Black Inc.(1) 5% or Greater Shareholders | 857.6K | 24.3% | 15.1% | Source“Black Inc.(1) 857,554 24.3% 15.1%” High confidenceView in filing → |
Naor Group Ltd.(2) 5% or Greater Shareholders | 123K | 3.6% | 2.2% | Source“Naor Group Ltd.(2) 122,952 3.6% 2.2%” High confidenceView in filing → |
Entities affiliated with Terra Venture Partners(3) 5% or Greater Shareholders | 200.4K | 5.9% | 3.6% | Source“Entities affiliated with Terra Venture Partners(3) 200,400 5.9% 3.6%” High confidenceView in filing → |
Yoel Naor(4) Directors and Executive Officers | 46.8K | 1.4% | — | Source“Yoel Naor(4) 46,786 1.4% *” High confidenceView in filing → |
Evan Fishman(5) Directors and Executive Officers | 6.5K | — | — | Source“Evan Fishman(5) 6,531 * *” High confidenceView in filing → |
Tzvika Fridman(6) Directors and Executive Officers | 26.6K | — | — | Source“Tzvika Fridman(6) 26,562 * *” High confidenceView in filing → |
Ziv Hermon(7) Directors and Executive Officers | 4.4K | — | — | Source“Ziv Hermon(7) 4,381 * *” High confidenceView in filing → |
Amir Slapak(8) Directors and Executive Officers | 5K | — | — | Source“Amir Slapak(8) 5,030 * *” High confidenceView in filing → |
Dr. Sigang Qin(9) Directors and Executive Officers | 255.8K | 7.6% | 4.6% | Source“Dr. Sigang Qin(9) 255,817 7.6% 4.6%” High confidenceView in filing → |
Yue Lei Shen(10) Directors and Executive Officers | 133.3K | 4% | 2.4% | Source“Yue Lei Shen(10) 133,293 4.0% 2.4%” High confidenceView in filing → |
Larry Krauss Directors and Executive Officers | — | — | — | Source“Larry Krauss — — —” High confidenceView in filing → |
Benjamin Eli Weiss (trustee)(11) Directors and Executive Officers | 234.8K | 6.9% | 4.2% | Source“Benjamin Eli Weiss (trustee)(11) 234,848 6.9% 4.2%” High confidenceView in filing → |
Dr. Harold Wiener Directors and Executive Officers | — | — | — | Source“Dr. Harold Wiener — — —” High confidenceView in filing → |
All directors and executive officers as a group (ten persons) all directors & officers as a group | 713.2K | 20.2% | 12.6% | Source“All directors and executive officers as a group (ten persons) 713,248 20.2% 12.6%” High confidenceView in filing → |
Risk flags
Key items from the Risk Factors section.
- Going Concern and Accumulated Losses
The company has incurred net losses every year since inception, including $4.7M in 2025, with an accumulated deficit of $77.6M and a shareholders' equity deficit of $10.9M; audited financials contain a going concern paragraph that may limit its ability to raise capital.
Source
“Our audited financial statements for the year ended December 31, 2025 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.”
High confidenceView in filing → - Material Weaknesses in Internal Controls
The company has identified material weaknesses including inadequate IT general controls and segregation of duties failures, which could result in material misstatements and impair timely, accurate financial reporting.
Source
“We have identified material weaknesses in our internal controls related to lack of sufficient accounting resources with relevant technical accounting skills...we did not maintain effective information technology general controls for certain IT systems that support our financial reporting processes, and we did not design and implement effective controls to address segregation of duties conflicts.”
High confidenceView in filing → - Early-Stage Market and Commercialization Uncertainty
The AAM solutions market is in early stages of customer adoption, making demand difficult to predict; new products such as the PSB™ platform and AI-enabled features may not achieve commercialization on anticipated timelines.
Source
“The commercial real-time, closed-loop control subset of Active Acoustics, or Active Acoustic Management or AAM, solutions market is in the early stages of customer adoption. Accordingly, our business and future prospects may be difficult to evaluate.”
High confidenceView in filing → - Immediate and Substantial IPO Dilution
At the assumed $7.00 offering price, new investors experience immediate dilution of $4.70 per share (67.2%), and further dilution will occur upon exercise of outstanding options and warrants or future equity raises.
Source
“This represents an immediate increase in as adjusted net tangible book value of $2.37 per share to existing shareholders and immediate dilution of $4.70 per ordinary share to new investors.”
High confidenceView in filing → - OEM Integration Defects and Product Liability
Defects or performance issues in the company's software integrated into OEM platforms could cause partners to suspend or terminate agreements; liability claims from personal injury or death related to AAM products could severely harm the company financially.
Source
“As a manufacturer of AAM products, and with auditory wearable sector companies under increased scrutiny, claims could be brought against us if use or misuse of one of our AAM products causes, or merely appears to have caused, personal injury or death.”
High confidenceView in filing → - Israeli Geopolitical and Military Instability
The company's headquarters and R&D are in Israel, exposing it to ongoing armed conflicts with Hamas, Hezbollah, and Iran; military reserve call-ups can cause extended personnel absences, and commercial insurance does not cover security-situation losses.
Source
“Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel including the recent war with Hamas in Gaza and with Hezbollah in Lebanon.”
High confidenceView in filing → - IIA Grant Restrictions and Compliance Risk
Products developed with Israeli Innovation Authority grants are subject to royalty obligations and restrictions on transferring know-how or manufacturing outside Israel; non-compliance may result in financial sanctions, mandatory repayment with penalties, and criminal exposure.
Source
“The transfer of IIA-funded know-how outside of Israel requires prior approval and may be subject to payment of a redemption fee to the IIA, calculated in accordance with a formula provided under the Innovation Law (which is subject to a cap of six times the total amount of the IIA grants received, plus interest).”
High confidenceView in filing → - PRC Government Oversight and Enforcement Risk
The Chinese government may intervene in or influence the company's Hong Kong and mainland China subsidiaries at any time; enforcing contracts and IP rights in China is difficult and expensive, and policies can change rapidly.
Source
“the Chinese government may exercise significant oversight and discretion over our subsidiaries in Hong Kong and mainland China and may intervene in or influence our subsidiaries' operations at any time, which could result in a material change in the operations of our Hong Kong and PRC subsidiaries.”
High confidenceView in filing → - IP Protection and Third-Party Infringement Risks
The company may be unable to prosecute all necessary patent applications globally; third parties may hold blocking patents requiring costly litigation or licensing, and sharing technology with SDK partners increases misappropriation risk.
Source
“Intellectual property rights of third parties could adversely affect our ability to commercialize our technology, and we might be required to litigate or obtain licenses from third parties. Such litigation or licenses could be costly or not available on commercially reasonable terms.”
High confidenceView in filing → - Passive Foreign Investment Company (PFIC) Risk
If classified as a PFIC, U.S. shareholders would face adverse tax consequences including higher tax rates and interest charges; the company does not intend to notify shareholders or provide information needed to make protective QEF elections.
Source
“We do not intend to notify U.S. taxpayers that hold our Equity Securities if we believe we will be treated as a PFIC for any taxable year in order to enable U.S. taxpayers to consider whether to make a QEF election.”
High confidenceView in filing →
Underwriters
The banks running the offering, from the filing. Informational only — not a recommendation or where to buy.
Underwriters allocate IPO shares primarily to their institutional and wealth-management clients; a directed share program (when present) reserves shares for company insiders/affiliates, not the general public. Not investment advice.
Source
“ThinkEquity LLC is acting as the representative of the several underwriters (the "Representative"). On , 2026, we entered into an underwriting agreement with the Representative, or the Underwriting Agreement. Subject to the terms and conditions of the Underwriting Agreement, we have agreed to sell, and each underwriter named below has severally agreed to purchase, the number of Ordinary Shares listed next to each underwriter's name in the following table”