Silexion Therapeutics Corp 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. (a) Recent Sales of Unregistered Securities Reference is made to the disclosure set forth in “ Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources ,” under the sub-heading “ Induced Warrant Exercise Transactions ”, which describes our issuance and sale of ordinary shares to investors upon exercise of existing warrants, and our issuance and sale of new warrants to investors and placement agent warrants to H.C. Wainwright, in the induced warrant exercise transaction that was completed on May 18, 2026. Reference is furthermore made to the disclosure set forth in “ Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources ,” under the sub-heading “ Issuance of, and Conversions Under, A&R Sponsor Promissory Note, ” which describes our issuance and sale of ordinary shares to the Moringa sponsor upon conversion of amounts outstanding under the A&R Sponsor Promissory Note. The foregoing descriptions are incorporated by reference in this Part II, Item 2(a). All such issuances and sales of securities referenced in this Part II, Item 2(a) were effected in transactions that were not registered under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act. (b) Use of Proceeds from Initial Registered Offering The Company’s initial registration statement that became effective under the Securities Act was its registration statement on Form S-4 (SEC File Number 333-279281), which was declared effective by the SEC on July 16, 2024. That registration statement was in respect of the Business Combination, which met the definition of a business combination under Rule 145(a) of the Securities Act. Accordingly, under paragraph (d)(1) of Rule 463 of the Securities Act, no disclosure is required with respect to any use of proceeds of any offering proceeds (if any) related to that registration statement. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.