Silexion Therapeutics Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS Explanatory Note Reverse Share Splits During the second quarter of 2026— on May 28, 2026— we effected a reverse share split of our authorized ordinary shares (both issued and outstanding, and unissued) at a ratio of 1-for-10, with a market effective date of May 29, 2026. Previously, during the third quarter of 2025— on July 28, 2025— we had effected a reverse share split of our authorized ordinary shares (both issued and outstanding, and unissued) at a ratio of 1-for-15, with a market effective date of July 29, 2025. Unless specifically indicated otherwise in this quarterly report, all quantities of shares, share equivalents (such as warrants and options to purchase ordinary shares, and restricted share units (RSUs) that may be settled for ordinary shares), and prices per share (trading prices, purchase prices, and exercise prices) have been adjusted (when related to a date or time period prior to the relevant reverse share split(s), on a retroactive basis) to reflect a reduced number of shares or share equivalents, and an increase in the price per share, which have resulted from those reverse share splits. 1 SILEXION THERAPEUTICS CORP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 SILEXION THERAPEUTICS CORP INTERIM FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) TABLE OF CONTENTS Page CONSOLIDATED FINANCIAL STATEMENTS: Condensed Consolidated Balance Sheets (unaudited) F-3 - F-4 Condensed Consolidated Statements of Operations (unaudited) F-5 Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) F-6 - F-7 Condensed Consolidated Statements of Cash Flows (unaudited) F-8 - F-9 Notes to Condensed Consolidated Financial Statements (unaudited) F-10 - F-23 _____________________ ______________________________ _____________________ F - 2 SILEXION THERAPEUTICS CORP UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2026 2025 U.S. dollars in thousands Assets CURRENT ASSETS: Cash and cash equivalents $ 2,229 $ 5,991 Restricted cash 29 27 Prepaid expenses 1,372 570 Other current assets 111 49 TOTAL CURRENT ASSETS 3,741 6,637 NON-CURRENT ASSETS: Restricted cash 62 57 Long-term deposit and other non-current assets 75 84 Property and equipment, net 20 25 Operating lease right-of-use asset 348 412 TOTAL NON-CURRENT ASSETS 505 578 TOTAL ASSETS $ 4,246 $ 7,215 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. F - 3 SILEXION THERAPEUTICS CORP UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (except share data) June 30, December 31, 2026 2025 U.S. dollars in thousands Liabilities and shareholders’ equity CURRENT LIABILITIES: Trade payables $ 1,180 $ 787 Current maturities of operating lease liability 199 182 Employee related obligations 628 879 Other account payable 984 910 Private warrants to purchase ordinary shares (including $ * due to related party, as of June 30, 2026 and December 31, 2025) * * Related Party Promissory Note 985 - TOTAL CURRENT LIABILITIES 3,976 2,758 NON-CURRENT LIABILITIES: Long-term operating lease liability 226 286 Related Party Promissory Note - 1,568 TOTAL NON-CURRENT LIABILITIES $ 226 $ 1,854 TOTAL LIABILITIES $ 4,202 $ 4,612 SHAREHOLDERS' EQUITY: Ordinary shares ($ 0.135 par value per share, 5,900,000 and 900,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 1,179,844 and 312,665 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively) 160 42 Additional paid-in capital 61,334 57,727 Accumulated deficit ( 61,450 ) ( 55,166 ) TOTAL SHAREHOLDERS' EQUITY $ 44 $ 2,603 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,246 $ 7,215 All share amounts reflect a 1-for-10 reverse share split effected on May 28, 2026, as discussed in Note 1(d) * Represents an amount less than $1 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. F - 4 SILEXION THERAPEUTICS CORP UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (except share and per share data) Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 U.S. dollars in thousands U.S. dollars in thousands OPERATING EXPENSES: Research and development (including $ 176 and $ 0 from related party for the six-month periods ended June 30, 2026 and 2025, respectively, and including $ 46 and $ 0 from related party for the three months period ended June 30, 2026 and 2025, respectively) $ 3,582 $ 1,608 $ 2,212 $ 1,018 General and administrative (including $ 282 and $ 58 from related party for the six-month periods ended June 30, 2026 and 2025, respectively, and including $ 67 and $ 37 from related party for the three months period ended June 30, 2026 and 2025, respectively) 2,847 2,326 1,468 1,266 TOTAL OPERATING EXPENSES 6,429 3,934 3,680 2,284 OPERATING LOSS 6,429 3,934 3,680 2,284 Financial expenses (income), net (including $( 169 ) and $ 229 from related party for the six months period ended June 30, 2026 and 2025, respectively, and including $( 154 ) and $ 197 from related party for the three months period ended June 30, 2026 and 2025, respectively) ( 145 ) 301 ( 129 ) 216 LOSS BEFORE INCOME TAX $ 6,284 $ 4,235 $ 3,551 $ 2,500 INCOME TAX * 3 * 3 NET LOSS $ 6,284 $ 4,238 $ 3,551 $ 2,503 LOSS PER SHARE, BASIC AND DILUTED $ 12.41 $ 82.12 $ 5.17 $ 43.19 WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE 506,202 51,613 ** 687,353 57,952 ** * Represents an amount less than $1 ** All share and per share amounts reflect (for periods preceding the relevant reverse share split, on a retroactive basis) 1-for-10 reverse share split effected on May 28, 2026, as discussed in Note 1(d) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. F - 5 SILEXION THERAPEUTICS CORP UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (U.S. dollars in thousands, except share and per share data) Ordinary shares Additional paid-in Capital Accumulated deficit Total shareholders’ equity Shares Amount BALANCE AT JANUARY 1, 2025 12,323 ** $ 2 $ 39,263 $ ( 43,254 ) $ ( 3,989 ) CHANGES DURING THE SIX-MONTH PERIOD ENDED JUNE 30, 2025 (unaudited): Issuance of ordinary shares and warrants upon January offering, net of issuance costs and exercise of pre-funded warrants to ordinary shares (see Note 4(a)) 24,695 3 4,252 4,255 Exercise of warrants upon January Offering (see Note 4(a)) 4,270 1 863 864 Issuance of ordinary shares and warrants upon January Inducement Offer, net of issuance costs (see Note 4(b)) 14,810 2 2,812 2,814 Share-based compensation 3 * 58 58 Conversion of Underwriters Promissory Note 1,852 * 356 356 Net loss ( 4,238 ) ( 4,238 ) BALANCE AS OF JUNE 30, 2025 57,953 $ 8 $ 47,604 $ ( 47,492 ) $ 120 BALANCE AT JANUARY 1, 2026 312,665 $ 42 $ 57,727 $ ( 55,166 ) $ 2,603 CHANGES DURING THE SIX-MONTH PERIOD ENDED JUNE 30, 2026 (unaudited): Issuance of Ordinary Shares under the At-the-Market Sales Agreement, net of issuance costs (see Note 6(a)) 450,079 61 1,879 1,940 Issuance of ordinary shares and warrants upon warrants inducement, net of issuance costs (see Note 4(c)) 199,510 27 802 829 Share-based compensation 64,270 9 533 542 Conversion of Related Party Promissory Note (see Note 5) 153,320 21 393 414 Net loss ( 6,284 ) ( 6,284 ) BALANCE AS OF JUNE 30, 2026 1,179,844 $ 160 $ 61,334 $ ( 61,450 ) $ 44 All share amounts reflect (when presented as of dates or for periods preceding the relevant reverse share split, on a retroactive basis) 1-for-10 reverse share split effected on May 28, 2026, as discussed in Note 1(d) * Represents an amount less than $1 ** Net of 3 treasury shares held by the Company as of January 1, 2025 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. F - 6 SILEXION THERAPEUTICS CORP UNAUDITED CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (U.S. dollars in thousands, except per share data) Ordinary shares Additional paid-in Capital Accumulated deficit Total shareholders’ equity Shares Amount BALANCE AT MARCH 31, 2025 57,950 ** $ 8 $ 47,567 $ ( 44,989 ) $ 2,586 CHANGES DURING THE THREE MONTHS PERIOD ENDED JUNE 30, 2025 (unaudited): Share-based compensation 3 * 37 37 Net loss ( 2,503 ) ( 2,503 ) BALANCE AS OF JUNE 30, 2025 57,953 $ 8 $ 47,604 $ ( 47,492 ) $ 120 BALANCE AT MARCH 31, 2026 339,486 $ 46 $ 58,144 $ ( 57,899 ) $ 291 CHANGES DURING THE THREE MONTHS PERIOD ENDED JUNE 30, 2026 (unaudited) : Issuance of Ordinary Shares under the At-the-Market Sales Agreement, net of issuance costs (see Note 6(a)) 443,671 60 1,804 1,864 Issuance of ordinary shares and warrants upon warrants inducement, net of issuance costs (see Note 4(c)) 199,510 27 802 829 Share-based compensation 43,857 6 191 197 Conversion of Related Party Promissory Note (see Note 5) 153,320 21 393 414 Net loss ( 3,551 ) ( 3,551 ) BALANCE AS OF JUNE 30, 2026 1,179,844 $ 160 $ 61,334 $ ( 61,450 ) $ 44 All share amounts reflect (when presented as of dates or for periods preceding the relevant reverse share split, on a retroactive basis) 1-for-10 reverse share split effected on May 28, 2026, as discussed in Note 1(d) * Represents an amount less than $1 ** Net of 3 treasury shares held by the Company as of March 31, 2025 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. F - 7 SILEXION THERAPEUTICS CORP UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 U.S. dollars in thousands U.S. dollars in thousands CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 6,284 ) $ ( 4,238 ) $ ( 3,551 ) $ ( 2,503 ) Adjustments required to reconcile loss to net cash used in operating activities: Depreciation 5 7 3 3 Share-based compensation expenses 542 58 197 37 Non-cash financial expenses ( 131 ) 310 ( 135 ) 229 Changes in operating assets and liabilities: Decrease (increase) in prepaid expenses ( 802 ) ( 717 ) 157 ( 205 ) Increase in other current assets ( 62 ) ( 1 ) ( 15 ) ( 5 ) Increase (decrease) in trade payable 393 ( 237 ) 268 ( 30 ) Net change in operating lease ( 11 ) 1 ( 7 ) 2 Increase (decrease) in employee related obligations ( 251 ) ( 14 ) 68 4 Increase (decrease) in other account payable 30 ( 129 ) 90 ( 39 ) Net cash used in operating activities ( 6,571 ) ( 4,960 ) ( 2,925 ) ( 2,507 ) CASH FLOWS FROM INVESTING ACTIVITIES- Investment in long-term deposits ( 1 ) - ( 1 ) - Purchase of property and equipment - ( 7 ) - ( 1 ) Net cash used in investing activities ( 1 ) ( 7 ) ( 1 ) ( 1 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of Ordinary Shares under the At-the-Market Sales Agreement 2,071 - 1,985 - Payment and prepayment of issuance costs related to At-the-Market Sales Agreement ( 121 ) - ( 118 ) - Proceeds from issuance of ordinary shares upon January 2025 Offering - 5,000 - - Issuance costs related to January 2025 Offering - ( 745 ) - ( 95 ) Proceeds from exercise of warrants upon January 2025 Offering - 864 - - Proceeds from issuance of ordinary shares upon January 2025 and May 2026 Inducement Offer 998 3,276 998 - Issuance costs related to warrants inducement transaction ( 125 ) ( 462 ) ( 125 ) ( 100 ) Payment of Underwriters Promissory Note - ( 696 ) - - Net cash provided by (used in) financing activities 2,823 7,237 2,740 ( 195 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 3,749 ) 2,270 ( 186 ) ( 2,703 ) EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 6 ) 4 8 14 BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 6,075 1,270 2,498 6,233 BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 2,320 $ 3,544 $ 2,320 $ 3,544 F - 8 SILEXION THERAPEUTICS CORP UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 U.S. dollars in thousands U.S. dollars in thousands Appendix A – RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents 2,229 3,466 2,229 3,466 Restricted cash 91 78 91 78 TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS $ 2,320 $ 3,544 $ 2,320 $ 3,544 Appendix B - SUPPLEMENTARY INFORMATION : SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: Prepaid issuance expenses utilized, in respect of At-the-Market Sales Agreement $ 60 $ - $ 53 $ - Accrued and unpaid issuance expenses in respect of May 2026 Inducement Offer $ 44 $ - $ 44 $ - Conversion of Promissory Note to ordinary shares $ 414 $ 356 $ 414 $ - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ - $ 13 $ - $ - Interest received $ 46 $ 46 $ 14 $ 44 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. F - 9 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 1 - GENERAL: a. Introduction Silexion Therapeutics Corp (“Silexion” or the “Company”) is a clinical-stage biotechnology company developing, through its subsidiaries, RNA interference (RNAi) therapies for KRAS-driven cancers. Silexion’s approach targets a significant unmet medical need, as treatment innovation for KRAS-driven cancers has historically lagged despite KRAS being one of the most common oncogenic drivers across solid tumors. Silexion’s lead product candidate, SIL204, is a second-generation siRNA therapy, designed to silence mutant KRAS, using an integrated treatment approach that combines intratumoral and systemic administration. The Company was originally formed for the purpose of effecting the Business Combination Transactions (as defined below). Following the closing of the Business Combination Transactions on August 15, 2024 (the “Closing”), the Company became a publicly-traded holding company with one primary active wholly-owned subsidiary — Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (“Silexion Israel”), an Israeli limited company, through which much of its operations are conducted, along with certain additional inactive subsidiaries, including Moringa Acquisition Corp (“Moringa” or the “SPAC”), a Cayman Islands exempted company, and Silenseed (China) Ltd. , a Chinese company. On April 3, 2024, the Company entered into an Amended and Restated Business Combination Agreement (hereinafter, the “A&R BCA”) with the SPAC, Silexion Israel, August M.S. Ltd. an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub 1”), and Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and additional wholly-owned subsidiary of the Company (“Merger Sub 2”). Pursuant to the closing under the A&R BCA, which occurred on August 14, 2024, both Silexion Israel and the SPAC became wholly-owned subsidiaries of the Company, which became a publicly-held, Nasdaq-listed entity whose securities are traded under the ticker symbols “SLXN” and “SLXNW” (the transactions effected pursuant to the A&R BCA are referred to as the “Business Combination Transactions”). b. Creation of New Subsidiary and Dissolution of Old Subsidiary On February 9, 2026, the Company purchased a German shelf company for immaterial consideration, which was subsequently renamed Silexion Therapeutics GmbH (“Silexion Germany”), to conduct the Company’s clinical trials in Germany. As of June 30, 2026, no substantial activity has commenced in Silexion Germany. Effective on June 30, 2026, the Company completed the dissolution of its Moringa subsidiary, which had been inactive since the Closing of the Transactions. c. Israeli Wars Against Iran and Regional Terrorist Organizations In October 2023, Israel was attacked by Hamas, a terrorist organization and entered a state of war. Following those events, there were additional active hostilities between Israel and additional regional terrorist groups, including Hezbollah in Lebanon, and the Houthi movement, which controls parts of Yemen, as well as between Israel and Iran. In response to ongoing Iranian aggression and support of proxy attacks against Israel, on June 12, 2025, Israel conducted a series of pre-emptive defensive air strikes in Iran targeting Iran’s nuclear program and military commanders. Iran responded with missile attacks on Israel. On June 24, 2025, a ceasefire was reached between Israel and Iran. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. That ceasefire has been mostly maintained since that time. F - 10 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 1 - GENERAL (continued): In late February 2026, Israel and the United States pre-emptively attacked Iran. As part of that conflict, Iran and Hezbollah launched missile attacks throughout Israel. As a result, the Israeli government imposed restrictions on the opening of non-essential places of business and announced the recruitment of military reserves. In April 2026 and again in June 2026, temporary agreements were reached between the United States, on the one hand, and Iran, on the other hand, under which negotiations would continue to reach a permanent ceasefire. In June 2026, Israel and Lebanon reached a framework agreement brokered by the United States, for a phased process to end Israel’s conflict in Lebanon, providing for the eventual disarmament of Hezbollah in exchange for an Israeli troop withdrawal from parts of southern Lebanon. although Hezbollah has outright rejected the deal. As of the date of these financial statements, it is unclear whether, and for how long, any of the foregoing ceasefires will continue. The Company’s employees and management personnel, as well as one of the two locations for its clinical trials for SIL204, are located in Israel; however, other core activities including research and development, clinical, regulatory etc. are located outside of Israel. Throughout the periods of hostilities, the Company’s activities in Israel have been largely unaffected. On the other hand, travel restrictions imposed on the Company’s management during certain periods of the conflict adversely impacted the Company’s ability to raise funds to finance its activities during those periods. During the six months ended June 30, 2026 and as of June 30, 2026, the impact of the hostilities on the Company’s overall results of operations and financial condition was immaterial. The Company is unable to estimate the impact, if any, of future developments related to these conflicts on its financial position, results of operations, or cash flows. Such developments are outside the Company’s control and may impact the Company, its financial position, its ability to conduct financing activities, its results of operations, and its cash flows. The Company continues to monitor these developments in order to assess the potential effects of the potential resumption of these military conflicts on its activities. d. Reverse Share Split On May 28, 2026, the Company effected a 1-for-10 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares, whereby one share was issued to shareholders in exchange for every 10 shares held by them. The reverse share split resulted in a corresponding increase in the par value of the Company’s ordinary shares, from $ 0.0135 per share to $ 0.135 per share. No fractional shares were issued as a result of the reverse split. Unless otherwise indicated, all quantities of ordinary shares, and all per share amounts (for each of Silexion, Silexion Israel, and Moringa), in these consolidated financial statements, for all periods in 2026 and 2025 have been retroactively adjusted to reflect this reverse share split. Similarly, all prices per share data have been adjusted upwards to reflect the corresponding increases in the price per share that have resulted from this reverse share split. e. Going concern Since its inception, the Company has devoted substantially all its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its development and clinical stage and has not yet generated revenues. The Company has incurred losses of $ 6,284 , $ 3,551 and $ 11,912 for the six-month and three-month period ended on June 30, 2026 and for the year ended December 31, 2025, respectively. During the six-month period ended on June 30, 2026, the Company had negative operating cash flows of $ 6,571 . As of June 30, 2026, the Company had cash and cash equivalents of $ 2,229 . F - 11 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 1 - GENERAL (continued): The Company expects to continue incurring losses, and negative cash flows from operations. Management is in the process of evaluating various financing alternatives, as the Company will need to finance future research and development activities, general and administrative expenses and working capital through fund raising. However, there is no assurance that the Company will be successful in obtaining such funding. In addition, the Company is exploring the use of mitigating actions such as postponing expenses that are not based on firm commitments. Under these circumstances, in accordance with the requirements of Accounting Standards Codification (“ASC”) 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, as management believes its current funds will be sufficient to fund its operations for only several months from the date these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: a. Unaudited Condensed Financial Statements The accompanying condensed financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial statements and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2026, and the consolidated results of operations, statements of changes in shareholders’ equity and cash flows for the three-month and six-month periods ended June 30, 2026 and 2025. The consolidated results for the three-month and six-month periods ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2026. The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year. b. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. As applicable to these financial statements, the most significant estimates and assumptions relate to fair value of financial instruments, see Note 8. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. F - 12 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): c. Restricted cash As of June 30, 2026 and December 31, 2025, the Company pledged an amount of $ 62 and $ 57 , respectively in favor of a bank as collateral for guarantees provided to secure operating lease payments. The Company is required to hold a minimum amount of NIS 87 in its bank account in order to maintain availability of a credit line from its credit card company. d. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities. Level 3 Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. e. Concentration of credit risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash and long-term deposits. The Company deposits cash and cash equivalents mostly with four low risk financial institutions. The Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments. NOTE 3 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION: Balance sheets: a. Other accounts payable June 30 December 31 2026 2025 Accrued expenses $ 933 $ 859 Income tax 51 51 $ 984 $ 910 F - 13 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 3 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION (continued): Statement of operations: b. Research and development expenses Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 Payroll and related expenses $ 774 $ 854 $ 511 $ 485 Share-based compensation expenses 230 - 100 - Subcontractors and consultants 2,429 598 1,538 442 Rent and maintenance 106 95 51 55 Other 43 61 12 36 $ 3,582 $ 1,608 $ 2,212 $ 1,018 c. General and administrative expenses Payroll and related expenses $ 661 $ 739 $ 420 $ 407 Share-based compensation expenses 312 58 97 37 Professional services 1,571 1,111 788 586 Depreciation 5 7 3 3 Rent and maintenance 94 85 45 55 Patent registration 10 51 2 47 Travel expenses 37 91 37 37 Other 157 184 76 94 $ 2,847 $ 2,326 $ 1,468 $ 1,266 d. Financial expense (income), net Change in fair value of financial liabilities measured at fair value $ ( 169 ) $ 277 $ ( 154 ) $ 198 Interest income, net ( 46 ) ( 34 ) ( 14 ) ( 43 ) Foreign currency exchange loss, net 67 55 40 61 Other 3 3 ( 1 ) - Total financial expense (income), net $ ( 145 ) $ 301 $ ( 129 ) $ 216 NOTE 4 - WARRANTS TO PURCHASE ORDINARY SHARES: a. For a description of the warrants that the Company issued in its January 2025 and September 2025 public offerings of ordinary shares, pre-funded warrants, and ordinary warrants, see note 8a to the Company’s audited consolidated financial statements as of, and for the year ended, December 31, 2025. For a description of the warrants that the Company issued in its January 2025 and July/August 2025 induced warrant exercise transactions, see note 8b to the Company’s audited consolidated financial statements as of, and for the year ended, December 31, 2025. F - 14 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 4 - WARRANTS TO PURCHASE ORDINARY SHARES (continued): b. May 2026 Induced Warrant Exercise Transaction On May 15, 2026, the Company entered into an inducement offer letter agreement (the “May 2026 Inducement Offer”) with holders of 199,510 of the Company’s existing ordinary warrants that had been issued in the Company’s July/ August 2025 induced warrant exercise transaction and September 2025 public offering. Under the May 2026 Inducement Offer, those holders exercised those warrants for cash and purchased 199,510 ordinary shares at a reduced cash exercise price of $ 5 per share. As consideration for the holders’ agreement to exercise those existing warrants, the Company issued to them 399,020 new ordinary warrants to purchase up to an aggregate of 399,020 ordinary shares at an exercise price of $ 5 per share (the “May 2026 New Warrants”), of which, 204,500 are Series C warrants that expire five years , and 194,520 are Series D warrants that expire 24 months , after the later of (i) the date of shareholder approval of the exercisability of the May 2026 New Warrants (as required under the Nasdaq Listing Rules) (which occurred on July 20, 2026) and (ii) the effective date of a registration statement registering the resale of the shares underlying the May 2026 New Warrants (which occurred on June 18, 2026). The Company received aggregate gross proceeds of approximately $ 998 from the exercise of the existing ordinary warrants by the holders in the May 2026 Inducement Offer transaction, before deduction of placement agent fees and other offering expenses of $ 169 . The induced exercise of equity-classified warrants was accounted for as issuance costs of the May 2026 New Warrants. Upon exercise for cash of any May 2026 New Warrants, in certain circumstances, the placement agent will receive from the Company a cash fee of 8.0 % of the aggregate gross exercise price. The Company also issued to the placement agent 13,966 warrants to purchase up to 13,966 ordinary shares pursuant to the May 2026 Inducement Offer transaction, which have the same terms as the May 2026 New Warrants issued in the transaction, except that the placement agent warrants have an exercise price equal to $ 6.25 per share. Those placement agent warrants are exercisable for the same five-year period as the Series C warrants issued in the May 2026 Inducement Offer transaction. Upon exercise for cash of any May 2026 New Warrants, in certain circumstances, the Company will issue to the placement agent warrants that are exercisable for 7.0 % of the number of ordinary shares issuable upon the exercise of those May 2026 New Warrants. As of June 30, 2026, the payment of cash fees and issuance of additional warrants to the placement agent upon exercise of May 2026 New Warrants were not probable (see Note 13) Summary of Outstanding warrants to purchase ordinary shares: Below is a summary of the Company's outstanding warrants to purchase ordinary shares as of June 30, 2026: Warrant Type Exercise Price Expiration date Number of Ordinary Shares Issuable Upon Warrant Exercise Ordinary Private Warrants $ 15,525 August 15, 2029 141 Ordinary Public Warrants $ 15,525 August 15, 2029 4,260 January 2025 Ordinary Warrants $ 202.5 January 17, 2030 3,367 January 2025 Placement Agent Warrants $ 253.13 January 15, 2030 1,729 January 2025 Inducement Ordinary Warrants $ 225.0 January 31, 2027 1,847 January 2025 Inducement Placement Agent Warrants $ 276.57 January 31, 2027 1,037 July/August 2025 Inducement Ordinary Warrants $ 113.2 August 12, 2027 11,037 July/August 2025 Inducement Placement Agent Warrants $ 144.63 August 12, 2027 1,065 September 2025 Ordinary Warrants - Series A $ 40.0 September 11, 2030 47,750 September 2025 Ordinary Warrants - Series B $ 40.0 September 11, 2026 27,625 September 2025 Placement Agent Warrants $ 50.0 September 11, 2030 10,500 May 2026 Inducement Ordinary Warrants - Series C 5.0 July 20, 2031 204,500 May 2026 Inducement Ordinary Warrants - Series D 5.0 July 20, 2028 194,520 May 2026 Inducement Placement Agent Warrants 6.25 July 20, 2031 13,966 523,344 F - 15 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 5 - RELATED PARTY PROMISSORY NOTE: Effective as of the Closing of the Business Combination Transactions, Silexion issued to Moringa Sponsor, L.P. (the “Sponsor”) in replacement in their entirety of all previously existing promissory notes issued by Moringa to the Sponsor from its IPO until the Closing, an amended and restated promissory note (the “Related Party Promissory Note”, and, together with the promissory note issued by Silexion to the underwriter of Moringa’s initial public offering for amounts owed to that underwriter in connection with the Closing (the “Underwriters Promissory Note”), the “Promissory Notes”) in an amount of $ 3,433 . This reflected the total amount owed by Moringa to the Sponsor through the Closing. The maturity date of the Related Party Promissory Note is the 30-month anniversary of the Closing (i.e., February 15, 2027). Amounts outstanding under the Related Party Promissory Note may be repaid (unless otherwise decided by Silexion) only by way of conversion into Silexion ordinary shares (“Note Shares”). Silexion and the Sponsor may also convert amounts outstanding under the Related Party Promissory Note at the price per share at which Silexion conducts an equity financing following the Closing, subject to a minimum conversion amount of $ 100 , in an amount of Note Shares constituting up to thirty percent ( 30 %) of the number of Silexion ordinary shares issued and sold by Silexion in such equity financing. The Sponsor may also elect to convert amounts of principal outstanding under the note into Silexion ordinary shares at any time following the 24-month anniversary of the Closing, subject to a minimum conversion of $ 10 , at a price per share equal to the volume weighted average price of the Silexion ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date. On September 15, 2025, in connection with the closing of its public offering, the Company converted $ 1,800 of the Related Party Promissory Note into 45,000 ordinary shares at a fair value of $ 1,624 . The converted amount represented 30% of the funds raised by the Company in its September 2025 public offering, in accordance with the Company’s conversion right under the Related Party Promissory Note. During the six-month period ended on June 30, 2026, the Company converted aggregate amounts of $ 596 of the principal amount of the Related Party Promissory Note (see Note 3(b) to the Company’s financial statements for the year ended December 31, 2025) into an aggregate of 153,320 ordinary shares, at fair values of $ 414 . The conversions were effected in connection with the May 2026 Inducement Offer transaction and sales by the Company of ordinary shares under the Sales Agreement for the Company’s ATM facility (as described in Note 6(a) below). As of June 30, 2026, $ 1,037 of the principal amount of the Related Party Promissory Note remained outstanding. NOTE 6 - SHAREHOLDERS’ EQUITY: a. Sales Under ATM On September 26, 2025 the Company entered into an At-The-Market Offering Agreement (the “Sales Agreement”) with a sales agent. In accordance with the terms of the Sales Agreement, the Company may offer and sell up to $ 13,170 of its newly issued ordinary shares from time to time through the sales agent, under an At-the-Market (“ATM”) facility (see Note 9(c) to the Company’s financial statements for the year ended December 31, 2025). The sales agent will not sell ordinary shares unless instructed by the Company and will use commercially reasonable efforts to sell on the Company’s behalf all of the ordinary shares requested to be sold by the Company under the ATM facility, subject to the terms of the Sales Agreement. The sales agent will be entitled to cash compensation equal to 3.0 % of the gross sales price of ordinary shares sold under the Sales Agreement. During the six-month period ended on June 30, 2026, the Company issued and sold 450,079 ordinary shares for $ 1,940 , net of issuance costs (including utilization of prepaid transaction expenses of $ 60 and placement agent fee) under the Sales Agreement for the Company’s ATM facility. For further details regarding additional amounts raised following the reporting period, see Note 13(b) below. F - 16 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 6 - SHAREHOLDERS’ EQUITY (continued): b. Increase in Authorized Share Capital Upon receipt of the approval of its shareholders to an increase to its authorized share capital at its extraordinary general meeting held on May 5, 2026, on that same day, the Company filed an effective amendment to its memorandum of association with the Registrar of Companies of the Cayman Islands. Upon that filing, the Company’s authorized share capital was increased from $ 121.5 divided into 900,000 ordinary shares of a par value of $ 0.135 each, to $ 796.5 divided into 5,900,000 ordinary shares of a par value of $ 0.135 each. The foregoing numbers of authorized ordinary shares reflect the reverse share split of 1-for-10 reverse share split effected by the Company on May 28, 2026 (see Note 1(d). For a description of the additional increase to the Company’s authorized share capital that occurred in July 2026, please see Note 13(a) below. NOTE 7 - SHARE-BASED COMPENSATION: a. Overview of quarterly period The Company's share-based compensation expenses amounted to a total of $ 542 and $ 58 in the six-month periods ended June 30, 2026 and 2025, respectively and $ 197 and $ 37 in the three-month periods ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there are no shares that remain available for future grants under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”). On May 5, 2026, the Company’s extraordinary general meeting approved an increase to the number of ordinary shares added annually on January 1 under the “evergreen” provision of Section 5(b)(i) of the 2024 Plan from (i) 5 % of the Company’s issued and outstanding ordinary shares, to (ii) such number of ordinary shares as yields a pool of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10 % of the issued and outstanding ordinary shares on a fully diluted basis. As a result of that increase under the “evergreen” provision, 43,857 ordinary shares were immediately added to the pool of shares reserved for issuance under the 2024 Plan (in addition to the 15,632 ordinary shares already added to that pool as of January 1, 2026 under the prior “evergreen” provision). All of the foregoing ordinary shares added to the pool under the 2024 Plan pursuant to the “evergreen” provision effective as of January 1, 2026 were allocated to grants to directors and employees during the six-month period ended June 30, 2026. b. Summary of options grants and outstanding and exercisable options Below is a summary of the Company's share-based compensation activity and related information with respect to options granted to employees and non-employees during the six-month period ended June 30, 2026: Number of options Weighted-average exercise price (in U.S. dollars) Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in U.S. dollars) Outstanding at January 1, 2026 627 2,417.71 8.39 - Granted 4,273 16.50 9.63 - Outstanding at June 30, 2026 4,900 323.76 9.41 - Exercisable at June 30, 2026 627 2,411.71 8.39 - Vested and expected to vest at June 30, 2026 4,900 323.76 9.41 - In February 2026 and 2025, Silexion’s board of directors granted 4,273 options and 469 options, respectively, to Silexion’s directors. F - 17 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 7 - SHARE-BASED COMPENSATION (continued): c. Summary of RSUs grants to employees and non-employees In February 2025, Silexion’s board of directors approved granting 397 RSUs to Silexion’s directors which vested and issued on February 2026. In the six months ended June 30, 2026, Silexion granted an aggregate of 63,873 RSUs, all of which were fully vested upon grant, and which immediately settled for 63,873 underlying ordinary shares, to its employees and directors. d. Overall share-based compensation expense The share-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows: Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 Research and development $ 230 $ - $ 100 $ - General and administrative 312 58 97 37 $ 542 $ 58 $ 197 $ 37 NOTE 8 - FAIR VALUE MEASUREMENTS: a. Financial instruments measured at fair value on a recurring basis The Company’s assets and liabilities that are measured at fair value as of June 30, 2026, and December 31, 2025, are classified in the tables below in one of the six categories described in “Note 2 – Fair value measurement”: June 30, 2026 Level 3 Total Financial Liabilities Private warrants to purchase ordinary shares $ * $ * Related Party Promissory Note $ 985 $ 985 December 31, 2025 Level 3 Total Financial Liabilities Private warrants to purchase ordinary shares $ * $ * Promissory Notes $ 1,568 $ 1,568 The following is a roll forward of the fair value of liabilities classified under Level 3: Six months ended June 30, 2026 Three months ended June 30, 2026 Related Party Promissory Note Private warrants to purchase ordinary shares Related Party Promissory Note Private warrants to purchase ordinary shares Fair value at the beginning of the period $ 1,568 $ * $ 1,553 $ * Change in fair value ( 169 ) $ ( * ) ( 154 ) $ ( * ) Conversion to equity ( 414 ) - ( 414 ) - Fair value at the end of the period $ 985 $ * $ 985 $ * * Represents an amount less than $1 F - 18 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 8 - FAIR VALUE MEASUREMENTS (continued): Six months ended June 30, 2025 Three months ended June 30, 2025 Promissory Notes Private warrants to purchase ordinary shares Promissory Notes Private warrants to purchase ordinary shares Fair value at the beginning of the period $ 3,965 $ 2 $ 2,993 $ 1 Change in fair value 290 ( 2 ) 197 ( 1 ) Repayments ( 709 ) - - - Conversion to equity ( 356 ) - - - Fair value at the end of the period $ 3,190 $ * $ 3,190 $ * Promissory Notes In measuring the fair value of the Company’s outstanding Promissory Notes in 2025, a discount rate of 13.37 %- 13.83 % was used, based on a B- rated US dollar zero-coupon discount curve, plus a credit spread of 7.56 %. The expected timing of conversion or repayment of the notes was determined using the Company’s forecasts. In 2026, the valuation technique was changed to a Monte Carlo simulation framework to model the expected conversion price at the Related Party Promissory Note’s maturity date, when applicable, which is based on a contractual 20-day average closing price mechanism. The following table provides quantitative information regarding fair value measurement inputs of the Company’s Related Party Promissory Note as of June 30, 2026: June 30, 2026 Volatility* 146.5 % Risk Free Rate 3.91 % * The estimation of the volatility was based on the volatility of the Company’s daily share prices for a period equal to the term of the Related Party Promissory Note. b. Financial instruments not measured at fair value The carrying amounts of cash and cash equivalents, restricted cash, other assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of such instruments. NOTE 9 - NET LOSS PER SHARE: The following table sets forth the computation of basic and diluted net loss per share attributable to holders of the Company’s ordinary shares for the periods presented (USD in thousands, except per share data): Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 Numerator: Net loss $ 6,284 $ 4,238 $ 3,551 $ 2,503 Denominator: Weighted-average shares used in computing net loss per share attributable to holders of ordinary shares, basic and diluted 506,202 51,613 687,353 57,952 Net loss per share attributable to ordinary shareholders, basic and diluted $ 12.41 $ 82.12 $ 5.17 $ 43.19 F - 19 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 9 - NET LOSS PER SHARE (continued): Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of ordinary shares outstanding during the period, including fully vested options to employee to purchase the Company’s ordinary shares at an exercise price of NIS 3.39 per share, as the Company (or Silexion Israel’s, as applicable) considers these shares to be exercised for little to no additional consideration. The following instruments were not included in the computation of diluted earnings per share because of their anti-dilutive effect: For the periods ended on June 30, 2026 and June 30, 2025: - Warrants to purchase ordinary shares (see also Note 4); - Share-based compensation; - Promissory Notes (see also Note 5). NOTE 10 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES : Transactions with related parties, which encompasses shareholders, executive officers and directors of the Company, during the periods covered by these financial statements are quantified below: a. Transactions: Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 Share-based compensation included in research and development expenses $ 176 $ - $ 46 $ - Share-based compensation included in general and administrative expenses $ 282 $ 58 $ 67 $ 37 Financial expenses (income) $ ( 169 ) $ 229 $ ( 154 ) $ 197 b. Balances: June 30, 2026 December 31, 2025 Current liabilities — Private warrants to purchase ordinary shares $ * $ * Related Party Promissory Note 985 $ - June 30, 2026 December 31, 2025 Non-Current liabilities - Related Party Promissory Note $ - $ 1,568 F - 20 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 11 - SEGMENT INFORMATION The Company operates as a single operating segment in the development of RNA interference (RNAi) therapies for KRAS-driven cancers. The Company’s CODM is its Chief Executive Officer (CEO). The CODM reviews the Company’s performance on a consolidated basis. As such, the segment’s loss is the Company’s consolidated net loss and the segment’s assets are the Company’s consolidated assets. The CODM uses the information primarily to evaluate the Company’s performance and allocate resources. This includes reviewing key financial metrics such as budget versus actual expenditures, tracking progress on research and development milestones, and assessing overall cash flow and liquidity to ensure the continuity of operations. This approach allows the CODM to monitor the Company's performance and make strategic adjustments as needed to support its operational and financial goals. The CODM is also regularly provided with information on significant ordinary-course expenses, including the following expenses. The Company’s management does not segregate the Company’s business for internal reporting. Six months ended June 30 Three months ended June 30 2026 2025 2026 2025 Clinical trials and other payments to R&D-related service providers $ 2,429 $ 598 $ 1,538 $ 442 R&D payroll and related expenses, other than share-based compensation 774 854 511 485 R&D share-based compensation expenses 230 - 100 - G&A payroll and related expenses, other than share-based compensation 661 739 420 407 G&A share-based compensation expenses 312 58 97 37 Professional services 1,571 1,111 788 586 Depreciation expenses 5 7 3 3 Other segment expenses (*) 447 567 223 324 Operating loss 6,429 3,934 3,680 2,284 Interest income ( 46 ) ( 46 ) ( 14 ) ( 44 ) Interest expense - 11 - - Other financing expense (income), net ( 99 ) 336 ( 115 ) 260 Income taxes * * 3 ** 3 Net loss $ 6,284 $ 4,238 $ 3,551 $ 2,503 Segment assets $ 4,246 $ 5,797 $ 4,246 $ 5,797 Expenditures for segment assets $ - $ ( 7 ) $ - $ - Segment liabilities $ 4,202 $ 5,677 $ 4,202 $ 5,677 (*) Other segment expenses include mainly general and administrative-related expenses, such as rent and maintenance expenses, travel and HR expenses. (**) Represents an amount less than $1 F - 21 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 12 - CONTINGENCIES: Legal proceedings On June 22, 2026, the Sponsor, which is controlled by the Company’s former director, Ilan Levin, filed a claim with the District Court of Tel Aviv against the Company, also naming the Company’s Chairman and Chief Executive Officer, Ilan Hadar, and its Chief Financial Officer, Mirit Horenshtein Hadar, as defendants, disputing the manner of conversion into ordinary shares of a portion of the Related Party Promissory Note, and alternatively demanding payment in cash of the full principal amount of that note, plus damages. The Company is confident that its partial conversion of the Related Party Promissory Note into ordinary shares, made on several occasions, was carried out in strict compliance with both the substantive and procedural requirements of the note, and refutes all of Moringa’s arguments to the contrary. The Company plans to defend its actions vigorously, and is further considering filing a counterclaim against the Sponsor and Mr. Levin for the damages sustained by the Company as a result of their actions against it in their attempt to accelerate the maturity of the note in order to avoid its conversion. For further details regarding the Related Party Promissory Note and its partial conversion in several tranches during the three-month and six-month periods ended June 30, 2026, please refer to Note 5. NOTE 13 - SUBSEQUENT EVENTS: a. Approvals by extraordinary general meeting On July 13, 2026, the Company initially held an extraordinary general meeting, which was adjourned due to the absence of a quorum. On July 20, 2026, the Company reconvened the extraordinary general meeting, at which the Company's shareholders approved, via ordinary resolutions, each of the following two proposals: (i) The approval of the exercisability of (a) 399,020 aggregate Series C ordinary warrants and Series D ordinary warrants to purchase up to 399,020 ordinary shares at an exercise price of $ 5.00 per ordinary share, and (b) 13,966 placement agent warrants to purchase up to 13,966 ordinary shares at an exercise price of $ 6.25 per ordinary share, issued pursuant to the induced warrant exercise transaction completed on May 18, 2026, as adjusted to reflect the Company's May 2026 reverse share split. (ii) An increase in the authorized share capital of the Company by 10,000,000 ordinary shares, from $ 796.5 divided into 5,900,000 ordinary shares of a par value of $ 0.135 each, to $ 2,146.5 divided into 15,900,000 ordinary shares of a par value of $ 0.135 each. Upon receipt of the foregoing approval of the increase in authorized share capital, the Company filed an effective amendment to its memorandum of association with the Registrar of Companies of the Cayman Islands on July 20, 2026, at which time that increase became effective. b. Sales Under ATM In July and August 2026, the Company issued and sold an aggregate of 130,249 ordinary shares for $ 261 , net of transaction costs under the Sales Agreement for the Company’s ATM facility (see Note 6). c. Conversion of amounts under Related Party Promissory Note In connection with the sale of 129,749 ordinary shares, in the aggregate, to investors under the ATM facility in July and August 2026 at an average price per share of $ 2.1 , the Company converted $ 81 of the principal amount under the Related Party Promissory Note into 38,926 ordinary shares, which it issued to the Sponsor at the same price of $ 2.1 per share as in those transactions. In connection with the August 2026 Offering (as described under paragraph (d) of this Note 13 below), the Company converted $ 750 of the principal amount under the Related Party Promissory Note into 1,153,848 ordinary shares, which it issued to the Sponsor, at the same $ 0.65 price per share as in the August 2026 Offering. F - 22 SILEXION THERAPEUTICS CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) (U.S. dollars in thousands, except share and per share data) NOTE 13 - SUBSEQUENT EVENTS (continued): d . August Public Offering of Ordinary Shares, Pre-Funded Warrants, and Ordinary Warrants On August 11, 2026, the Company offered and sold, and on August 13, 2026, the Company completed a public offering (the “August 2026 Offering”) of 2,028,619 ordinary shares and 1,817,542 pre-funded warrants to purchase 1,817,542 ordinary shares. Each ordinary share and pre-funded warrant to purchase one ordinary share was sold together with a Series E ordinary warrant to purchase one ordinary share ( 3,846,161 Series E ordinary warrants to purchase up to 3,846,161 ordinary shares in total). The purchase prices per ordinary share and accompanying Series E ordinary warrant, and per pre-funded warrant and Series E ordinary warrant, were $ 0.65 and $ 0.6499 , respectively. The aggregate gross proceeds to the Company from the August 2026 Offering were approximately $ 2,500 , while the net proceeds, after transaction costs, were approximately $ 2,100 . The pre-funded warrants are immediately exercisable at an exercise price of $ 0.0001 per ordinary share and will not expire until exercised in full. The Series E ordinary warrants have an exercise price of $ 0.65 per ordinary share, are immediately exercisable, and may be exercised for five years from issuance. The Company also issued to the placement agent for the offering 269,231 placement agent warrants to purchase 269,231 ordinary shares. Those placement agent warrants have an exercise price of $ 0.8125 per ordinary share, are exercisable for five years from the date of issuance, and otherwise reflect substantially the same terms as the Series E ordinary warrants sold in the Offering. F - 23