Silexion Therapeutics Corp 10-K

Item 9A . Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. Management’s Report on Internal Control over Financial Reporting; Attestation Report of the Registered Public Accounting Firm. This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Based on the evaluation conducted by our senior management, including our Chief Executive Officer and Chief Financial Officer, we have concluded that there has been no change that occurred during the three-month period ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B . Other Information. (a) Unreported Information . The Company does not have any information required to be disclosed in a Current Report on Form 8-K during the fourth quarter of the year ended December 31, 2024 that has not yet been reported. (b) Insider trading arrangements . During the three-month period ended December 31, 2024, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K promulgated by the SEC. Item 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 85 PART III Item 10 . Directors, Executive Officers and Corporate Governance Management and Board of Directors The below table and biographies below it provide certain information known as of the date of this Annual Report concerning the persons who currently serve as directors and executive officers of New Silexion. Each director holds office until his or her successor is duly elected or appointed and qualified in accordance with applicable law or until his or her death, resignation or removal in accordance with law and our governing documents, including our Articles, which went into effect upon the Closing of the Business Combination. Name Age Position(s) Directors Ilan Hadar 55 Chairman and Chief Executive Officer Dror J. Abramov 63 Director Ruth Alon 73 Director Ilan Levin 59 Director Avner Lushi 58 Director Shlomo Noy 71 Director Amnon Peled 65 Director Executive Officers (who are not also directors) Dr. Mitchell Shirvan 70 Chief Scientific and Development Officer Mirit Horenshtein Hadar, CPA 41 EVP of Finance Affairs, Chief Financial Officer and Secretary Directors Ilan Hadar , 55, was appointed as Chief Executive Officer of New Silexion, serving on a full-time basis, effective upon the Business Combination, and has served as our (previously, Silexion’s) Chairman of the Board since May 2024. Previously, he served as Managing Director of Silexion from April 2022 until the Business Combination. Mr. Hadar has over 20 years of multinational managerial and corporate experience with pharmaceutical and high-tech companies, as described below, over which time period he has acquired the experience and skills to serve as a valuable member of the board of directors of a company such as Biomotion Sciences. In addition to his current role at Silexion, Mr. Hadar has served as the Chief Executive Officer of Painreform Ltd (Nasdaq: PRFX) since November 2020, a position he will relinquish following the consummation of the Business Combination. Prior to joining Painreform and Silexion, Mr. Hadar served as Country Manager Israel and Chief Financial Officer at Foamix Pharmaceuticals Ltd. (currently, Nasdaq: VYNE) from 2014 until August 2020, where he was instrumental in building the organization and launching new innovative topical drugs in the U.S., and also focused on capital markets and mergers and acquisitions. Prior to his role at Foamix, Mr. Hadar was Finance Director at Pfizer PFR Pharmaceuticals Israel Ltd., where he oversaw all commercial, financial and operational activities of the local entity of the large pharmaceutical company. Before his tenure at Pfizer, Mr. Hadar served as Finance Manager at HP Indigo Ltd., a world-leading company in digital printing and, prior to that, served as Finance Director at BAE Systems, the third-largest defense company in the world, where he was responsible for all financial activities of BAE Systems Israel. From 1998 to 2006, Mr. Hadar was Chief Financial Officer at Mango DSP, a global leader of Intelligent Video Solutions. Mr. Hadar served on the board of directors of Kadimastem, a public Israeli biopharmaceutical company from 2019 to 2022. He received his MBA in Finance and Business Entrepreneurship and BA from The Hebrew University in Jerusalem, Israel. We believe Mr. Hadar is qualified to serve on our board of directors due to his extensive knowledge as Silexion’s Managing Director, and his extensive commercial, financial and managerial experience with high-tech and pharmaceutical companies, both private and public. Dror J. Abramov, 63, was appointed as a director of New Silexion effective upon the consummation of the Business Combination. Mr. Abramov’s experience of over 15 years in multiple roles in changing and growing companies and markets within dynamic environments, and in particular his multi-disciplinary experience in R&D, consulting, taxes, sales, business development, finance and government, lend to his being an appropriate board member of Biomotion Sciences. Mr. Abramov has served as Managing Director of Hewlett Packard Inc. Israel since 2015. Mr. Abramov held several other management positions in Hewlett Packard Inc. Israel from 2006 to 2015, including finance director, general manager of imaging and printing divisions and general manager of printing and personal systems division. From 2002 through 2006, Mr. Abramov served as Chief Financial Officer of Applied Materials UK and Applied Materials Israel, both part of Applied Materials, Inc. (Nasdaq: AMAT), a nanomanufacturing company that supplies equipment, services and software for the manufacture of semiconductor chips for electronics. From 2000 through 2002, Mr. Abramov served as Vice President of business management at Avaya Communication, a cloud communications and workstream collaboration technology company. From 1997 until 2000, Mr. Abramov held positions in Mainsoft Corporation, first as director of finance and operations and later as general manager. From 1991 through 1997, Mr. Abramov served as consultant and manager at Maron, Sobel, Shor & Co., an Israeli CPA firm. Mr. Abramov is a licensed CPA and holds a Bachelor of Accounting, Master of Business Administration and Bachelor of Science in physics and computer sciences, all three degrees from Tel Aviv University. We believe Mr. Abramov is qualified to serve on our board of directors due to his extensive financial and business management experience. 86 Ruth Alon , 73, became a director of New Silexion effective upon the consummation of the Business Combination. Ms. Alon’s international experience of over 30 years in the high-tech medical industry and with Israeli life sciences companies, in particular, make her a prospective valuable member of the board of directors of Biomotion Sciences. Ms. Alon is the Founder and Chief Executive Officer of Medstrada, which was started in 2016. From 1997 until 2016, Ms. Alon served as a General Partner in Pitango Venture Capital, where she headed the life sciences activities and helped to facilitate the acquisition of several of the company’sportfolio companies. Currently, Ms. Alon also serves on the board of directors of a number of private and public companies as a member or chairperson, including Vascular Biogenics Ltd. (Nasdaq: VBLT), Brainsgate and KadimaStem. Ms. Alon previously worked on Wall Street where she held senior positions as a senior medical device analyst with Montgomery Securities (from 1981 to 1987) and Kidder Peabody & Co. (from 1987 to 1993). She also managed her own independent consulting business in San Francisco from 1995 to 1996, providing broad-based services to early-stage companies and venture capitalists in the medical devices industry. Ms. Alon was also instrumental in the establishment, in 2005, of Israel Life Science Industry (ILSI), a not-for-profit organization which represented, as of 2005, the mutual goals of approximately 700 Israeli life science companies. She is the Co-Founder of IATI, an umbrella organization established in 2012, representing Israel’s High Tech and Life Sciences industries. Ms. Alon holds a B.A. in Economics from the Hebrew University of Jerusalem, an M.B.A. from Boston University, and an M.Sc. from the Columbia University School of Physicians and Surgeons. We believe Ms. Alon is qualified to serve on our board of directors given her above-described extensive experience in the high-tech medical industry and with Israeli life sciences companies, in particular. Ilan Levin , 59, who was the co-founder, Chairman and Chief Executive Officer of Moringa, was appointed as a director of New Silexion after its formation in April 2024 and has continued as a director following the consummation of the Business Combination. Mr. Levin has been involved, for approximately 25 years, as an executive and venture capital/private equity investor in high-tech, Israel-related ventures. His experience as an executive and board member in managing growth companies that develop technology, and his knowledge of that industry in Israel in particular, suit him well to serve as a director of Biomotion Sciences. From 2000 to 2018, Mr. Levin was a member of the Board and Executive Committee of Objet Ltd., which as a result of a merger with Stratasys, Inc. in 2012, formed Stratasys Ltd. (Nasdaq: SSYS), the pioneer and global leader in 3D printing. During his tenure at Objet/Stratasys, Mr. Levin held various positions including President, Vice Chairman and from 2016 to 2018, Chief Executive Officer. From 2004 to 2009, Mr. Levin was the Chief Executive Officer of CellGuide, a developer of software-based GPS for mobile devices. Since 1997, Mr. Levin has also served as a member of the board of directors and as an advisor for a wide variety of Israel-based technology-related companies, including currently serving as Chairman of Vision Sigma (TLV: VISN: IT), an Israel-based real estate and investment company. Early in his career, Mr. Levin was a practicing attorney focusing on corporate and securities related matters. In addition to his role as our Chairman and Chief Executive Officer, Mr. Levin also serves as the sole director and sole equity owner of an Israeli company that serves as the sole general partner of the Sponsor. Mr. Levin earned an LL.B. from Tel Aviv University and a B.A.Sc. in Industrial Engineering from the University of Toronto. We believe Mr. Levin is qualified to serve on our board of directors given his above-described experience in managing growth companies that develop technology, and his knowledge of that industry in Israel in particular. Avner Lushi , 58, was appointed as a director of New Silexion effective upon the consummation of the Business Combination. His experience of over 20 years and skills acquired in his managing roles at an Israeli life sciences venture capital fund and in life sciences investment banking make him suitable to provide similar support as a member of the board of directors of Biomotion Sciences. Mr. Lushi co-founded Guangzhou Sino-Israel Bio-industry Investment Fund (GIBF), which currently includes two approximately $100 million funds focused on introducing Israeli and other foreign companies in the field of life sciences to the Chinese market, in which he also serves as a Managing Partner & CEO of the GP since 2016. From 2004 to 2015, Mr. Lushi served as a Partner and Managing Director of Israel Healthcare Ventures (IHCV), a prominent Israeli life sciences venture capital fund. Before joining IHCV, Mr. Lushi was the Co-Founder & CEO of Life Sciences Transaction Support Ltd. (LTS), a PwC subsidiary dealing with life sciences investment banking. Since 2005, Mr. Lushi has served as an independent director on the boards of nine public companies, including, currently, Brainsway Ltd. (Nasdaq: BWAY) and Ginegar Plastic Products Ltd. In addition, he serves as a board member of several private companies as part of his role at GIBF. From 1997 to 2001, prior to turning to the private sector, he held increasingly senior roles within the Israeli Prime Minister’s Chamber and the Israeli Supreme Court. Mr. Lushi holds an LLM in Law from the Hebrew University of Jerusalem, LLB in Law and a BA in Economics from the Haifa University. We believe Mr. Lushi is qualified to serve on our board of directors due to his extensive executive and board experience with life sciences companies. 87 Shlomo Noy , MD PhD, 71, was appointed as a director of New Silexion effective upon the consummation of the Business Combination. Professor Noy’s international-level expertise in healthcare management, tech transfer, building ecosystems and focusing hospitals on research and clinical trials will provide important knowledge to the Biomotion Sciences board of directors in the realm of Israeli research and clinical trial activities. Professor Noy has served as Chief Medical Officer of GIBF since January 2017. Professor Noy served as the Director of the Rehabilitation Hospital at Sheba Medical Center from 1993 to 2017 and Vice President of Research and Development and Academic Affairs at Sheba Medical Center from 2000 to 2017. Prof. Noy was a Professor at Sackler School of Medicine at Tel-Aviv University from 1993 to 2016. Prof. Noy serves as a board member of several private companies as part of his role at GIBF. Prof. Noy possesses 25 years’ experience in health care management and is active in promoting research and education at an Israeli national level as well as at an international level. Prof. Noy received his MD from the Hebrew University, Hadassah Medical School, Jerusalem, Israel, and completed his MBA at the European School of Business Administration (INSEAD) Fontainebleau, France, and holds a PhD degree from Tel-Aviv University, Faculty of Medicine and Management. We believe Mr. Noy is qualified to serve on our board of directors due to his extensive medical and health care management experience. Amnon Peled , PhD, 65, was appointed as a director of New Silexion in December 2024. Professor Peled has served as an associate professor at Hadassah Medical Center, Jerusalem since August 2000. Professor Peled also served as Director of the Gene Therapy Institute at Hadassah Medical Center from October 2021 to February 2024. He specializes in cytokine research, hematopoietic stem cell biology, inflammation, and cancer, leading the development of therapies now in Phase II/III trials. Professor Peled served as Founder and CEO of Biokine Therapeutics, and as its Chief Scientific Officer, from July 2000 to February 2024, where he advanced the CXCR4 antagonist BKT140/BL8040. Prof. Peled is an author of over 100 publications and holder of 200+ patents and patent applications, and holds a Bachelor’s degree in agriculture from the Hebrew University of Jerusalem, a Master’s degree in cell biology and histology from Tel Aviv University, and a Ph.D. from the Weizmann Institute. He completed postdoctoral training at Harvard Medical School and the Weizmann Institute. Executive Officers Mitchell Shirvan , Ph.D., 71, has served as the Chief Scientific and Development Officer of New Silexion since the Business Combination, and, before the Business Combination, of Silexion, since April 2022. Prior to joining Silexion, Dr. Shirvan served as the Senior Vice President of R&D and V.P. Innovation and Discovery at Foamix Pharmaceuticals Ltd. from 2014 to 2019. Dr. Shirvan has over 25 years of industry experience, previously holding positions as Chief Executive Officer at Macrocure Ltd. from 2008 to 2012. From 1992 until 2008, Dr. Shirvan held various positions of increasing responsibility at Teva Pharmaceutical Industries, including Senior Director, Strategic Business Planning and Senior Manager, Research & Development. Prior to his tenure at Teva, he was a research fellow at the U.S. National Institutes of Health. Dr. Shirvan holds a Ph.D. in microbiology from The Hebrew University of Jerusalem and an MBA from the University of Bradford. 88 Mirit Horenshtein Hadar , 41, has served as the Chief Financial Officer and Secretary of New Silexion since the Business Combination, and served as the Executive Vice President of Finance Affairs at Silexion before the Business Combination, beginning in January 2024. From August 2023 to January 2024, Ms. Horenshtein Hadar served as a part-time consultant in a Strategy & Corporate Finance Advisory capacity. Ms. Horenshtein Hadar has over 15 years of corporate finance experience in senior financial positions of public companies and privately held companies, in the pharmaceutical and high-tech industries, where she has been instrumental in building financial infrastructures for growth, U.S. GAAP financial reporting and FP&A functions, and has led the accounting and reporting of complex M&A transactions, integration processes and public offerings. Prior to joining Silexion, from January 2021 to December 2022, Ms. Horenshtein Hadar served as VP of Finance and then CFO Israel of Gauzy Ltd. (currently, Nasdaq: GAUZ), a nanotechnology company that develops and markets smart glass and vision control technologies. Since December 2022, Ms. Horenshtein Hadar continues to serve as an external advisor to the finance department at Gauzy. Prior to Gauzy, Ms. Horenshtein Hadar served as Senior Director of Finance and Head of FP&A, Accounting and Financial Reporting at Foamix Pharmaceuticals Ltd. (currently, Nasdaq: VYNE) from July 2016 until December 2020. Prior to Foamix, Ms. Horenshtein Hadar was a Senior Manager at PwC Israel, as an external auditor, from 2008 to 2016. Ms. Horenshtein Hadar became a Qualified CPA in 2011 and received a BA in Accounting, Economics and Business Management from Tel Aviv University. Family Relationships Mirit Horenshtein Hadar and Ilan Hadar are married to one another. There are no other family relationships between the individuals who serve as directors and executive officers of the Company. Corporate Governance Practices Overall The Company does not qualify as a “foreign private issuer” under U.S. securities laws and is therefore not currently eligible to exempt itself from any of the Nasdaq listing rule requirements in a manner that other non-U.S. issuers often do. Composition of the New Silexion Board After the Business Combination New Silexion’s business and affairs are managed under the direction of our board of directors (which we sometimes refer to herein as the “ New Silexion Board ”). Under the terms of the Articles, the New Silexion Board may be composed of between three and nine directors, as may be amended from time to time exclusively by ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the shareholders of New Silexion as, being entitled to do so, vote in person or by proxy at a general meeting (an “ Ordinary Resolution ”). The size of the New Silexion Board was set by our shareholders as seven members effective upon the Closing. Ilan Hadar serves as Chairman of the New Silexion Board. In September 2024, Ilan Shiloah, who was appointed to the New Silexion Board effective upon the Closing, stepped down from the Board, citing competing demands on his time, thereby leaving the size of the Board as six members. Subsequently, in December 2024, the Board appointed Dr. Amnon Peled to fill the Board seat previously held by Mr. Shiloah, thereby restoring the size of the New Silexion Board to seven members. Pursuant to the Articles, New Silexion’s directors are appointed by an Ordinary Resolution at an annual general meeting. Unless the Board resolves that the election of nominees of the Board (referred to as “ Nominees ”) or of nominees of any shareholders entitled to present such nomination (referred to as “ Alternate Nominees ”) will be determined by plurality vote, the Nominees or Alternate Nominees shall be appointed by Ordinary Resolution at the annual general meeting at which they are proposed for election. 89 Shareholder Nominees and Proposals Under the Articles, shareholders may propose an Alternate Nominee for election to the Board by following the procedure designated for shareholders to bring any business before the annual general meeting generally. Under that procedure, a shareholder must deliver notice of such nomination or proposed item of business to the principal executive offices of the Company not later than 90 days nor earlier than 120 days prior to the one-year anniversary of our previous year’s annual general meeting. If we did not hold an annual general meeting the previous year (as is the case in 2025, since we did not hold an annual general meeting in 2024), or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, such shareholder’s notice must be so delivered no later than the deadline to be set by the Board, with such deadline being a reasonable time (as determined by the Board) before the Company begins to print and send its related proxy materials for the current year’s annual general meeting. The Chairman of the Board may refuse to acknowledge the introduction of any shareholder proposal not made in compliance with the foregoing procedures. Each such shareholder’s notice proposing an Alternate Nominee must set forth: (a) the name and address of (i) the shareholder who intends to make the nomination, and (ii) the Alternate Nominee; (b) a representation that the shareholder is a holder of record of ordinary shares entitled to vote at the upcoming annual general meeting (including the number of shares held of record by the shareholder) and intends to appear in person or by proxy at the meeting to nominate the Alternate Nominee; (c) a description of all arrangements or understandings between the shareholder and each Alternate Nominee and any other person (naming such person) pursuant to which the nomination is be made by the shareholder; (d) the consent of the Alternate Nominee to serve as a director of New Silexion if so appointed and (e) a declaration signed by the Alternate Nominee declaring that there is no limitation under applicable law for the appointment of such nominee and that all of the information that is required under applicable law to be provided to New Silexion in connection with such an appointment has been provided. The New Silexion Board may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. Under the charter of the corporate governance and nominating committee (described below under “ Corporate Governance and Nominating Committee” ) , any Alternate Nominee proposed by a shareholder will be considered by that committee in accordance with the criteria developed by that committee, whereby the committee will determine whether to recommend the nomination of the Alternate Nominee by the Board as a whole for election at the next annual general meeting. Officers New Silexion’s Chief Executive Officer is responsible for the company’s day-to-day management. The Chief Executive Officer is appointed by, and serves at the discretion of, the New Silexion Board, subject to his employment agreement. All other executive officers are proposed for appointment by the Chief Executive Officer, subject to approval by the New Silexion Board, and will be subject to the terms of any applicable employment or consulting agreements that we may enter into with them. Board Committees The New Silexion Board has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and the responsibilities described below. Each of these committees operates under a written charter, approved by the New Silexion Board and effective upon the Closing, that satisfies the applicable Nasdaq rules, copies of which are available on the investor relations portion of our website. Members will serve on these committees until their resignation or until otherwise determined by the New Silexion Board. The New Silexion Board may establish other committees as it deems necessary or appropriate from time to time. Audit Committee Our audit committee consists of Dror J. Abramov, Ruth Alon and Dr. Amnon Peled, with Mr. Abramov serving as chair. Rule 10A-3 of the Exchange Act and the Nasdaq listing standards require that our audit committee be composed entirely of independent directors. The Nasdaq listing standards require that the audit committee be composed of at least three members. The New Silexion Board has determined that each of Messrs Abramov and Peled, and Ms. Alon, meets the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the Nasdaq listing standards and also meets the financial literacy requirements of the Nasdaq listing standards. In addition, the New Silexion Board has determined that Mr. Abramov qualifies as an “audit committee financial expert” within the meaning of the SEC regulations. 90 The primary purpose of the audit committee is to discharge the responsibilities of the New Silexion Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits and to oversee our independent registered public accounting firm. The principal functions of the audit committee include, among other things: ● helping the New Silexion Board oversee our corporate accounting and financial reporting processes; ● managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; ● reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; ● obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; ● establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; ● overseeing our policies on risk assessment and risk management; ● overseeing compliance with our code of business conduct and ethics; ● reviewing related person transactions; and ● approving or, as required, pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm. Compensation Committee Our compensation committee consists of Dror J. Abramov, Amon Peled and Ruth Alon. Ms. Alon serves as the chair of the compensation committee. The New Silexion Board has determined that each of Messrs. Abramov and Peled, and Ms. Alon, meets the definition of “independent director” for purposes of serving on the compensation committee under the Nasdaq listing standards, including the heightened independence standards for members of a compensation committee. 91 The primary purpose of our compensation committee is to discharge the responsibilities of the New Silexion Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. The principal functions of the compensation committee include, among other things: ● reviewing, approving and determining, or making recommendations to the New Silexion Board regarding the compensation of our chief executive officer, other executive officers and senior management; ● reviewing, evaluating and recommending to the New Silexion Board succession plans for our executive officers; ● reviewing and recommending to the New Silexion Board the compensation paid to our non-employee directors; ● administering our equity incentive plans and other benefit programs; ● reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and ● reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy. Corporate Governance and Nominating Committee We have appointed a corporate governance and nominating committee that currently consists of Dror J. Abramov, Ilan Levin, Amnon Peled and Ruth Alon. The chair of the committee will be chosen from among the committee’s members. The New Silexion Board has determined that each of Messrs. Abramov, Peled and Levin, and Ms. Alon, meets the definition of “independent director” under the Nasdaq listing standards. Our corporate governance and nominating committee is responsible for, among other things: ● identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by shareholders, to serve on the New Silexion Board; ● considering and making recommendations to the New Silexion Board regarding the composition and chairmanship of the committees of the New Silexion Board; ● instituting plans or programs for the continuing education of the New Silexion Board and the orientation of new directors; ● developing and making recommendations to the New Silexion Board regarding corporate governance guidelines and matters; ● overseeing our corporate governance practices; ● overseeing periodic evaluations of the New Silexion Board’s performance, including committees of the New Silexion Board; and ● contributing to succession planning. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all (if any) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners during the year ended December 31, 2024 were fulfilled in a timely manner. 92 Code of Business Conduct and Ethics Prior to the completion of the Business Combination, we adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the investor relations portion of our website at www.silexion.com/investors . In addition, we intend to post on that website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. Insider Trading Policies and Procedures We have adopted an insider trading policy that governs the purchase, sale, and other transactions in our securities by directors, senior management, and employees, which policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report. Item 11 . Executive Compensation. Silexion Unless the context requires otherwise, references in this “Executive Compensation” section to “we,” “our,” “us” and the “Company” generally refer to our company on a consolidated basis, for all periods following the completion of the Business Combination (on August 15, 2024), and to our wholly-owned subsidiary, Silexion Therapeutics Ltd., an Israeli company (“Silexion”), and its subsidiaries, for all periods prior to the completion of the Business Combination. Overview The following tables and accompanying narrative set forth information about the compensation, for 2024 and 2023, provided to our chief executive officer (or person serving in an equivalent position) and the two most highly compensated executive officers (other than our chief executive officer) who were serving as executive officers as of December 31, 2024, each of whom served as an executive officer of Silexion prior to the completion of the Business Combination. These executive officers consist of: Ilan Hadar, who was Silexion’s Managing Director and now serves as New Silexion’s Chairman and Chief Executive Officer; Mirit Horenshtein Hadar, who was Silexion’s EVP Finance and now serves as New Silexion’s Chief Financial Officer; and Dr. Mitchell Shirvan, who was Silexion’s— and is now New Silexion’s— Chief Scientific and Development Officer. These executive officers are referred to in this section as our “named executive officers” or “NEOs.” This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs, in the period immediately following the Business Combination. Actual compensation programs that we adopt in the future may differ materially from the plans summarized in this discussion. 93 Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for each of 2024 and 2023. Name and Principal Position Year Base Gross Salary ($) (1) Stock Awards ($) All Other Compensation ($) (1)(2) Total ($) (1) Ilan Hadar Chief Executive Officer (formerly Managing Director of Silexion) (3) 2024 240,560 1,192,785 107,283 1,540,628 2023 182,976 - 70,638 253,614 Mirit Horenshtein Hadar Chief Financial Officer (formerly EVP Finance of Silexion) (4) 2024 233,532 447,291 89,267 770,090 2023 26,238 - - 26,238 Dr. Mitchell Shirvan Chief Scientific and Development Officer (5) 2024 190,286 1,043,699 67,505 1,301,490 2023 156,140 - 50,660 206,800 (1) Amounts reported for the named executive officer and paid in New Israeli Shekels are converted from New Israeli Shekels to U.S. dollars using the 2024 and 2023 (as applicable) average exchange rates as published by Bank of Israel of 3.699 and 3.689 New Israeli Shekels, respectively, to 1 U.S. Dollar. (2) The amounts in this column include payments for a leased car or car maintenance, contributions to a pension fund, compensation fund, and continuing education fund, or payments in lieu of a continuing education fund. (3) This was for a part-time (75%) position prior to, and a full-time position following, completion of the Business Combination. (4) For 2023, Ms. Horenshtein Hadar’s compensation was for a period of 4.5 months during which she served as a part-time consultant in a Strategy & Corporate Finance Advisory capacity. (5) This was for a part-time (80%) position prior to, and a full-time position following, completion of the Business Combination. Narrative Disclosure to Summary Compensation Table Base Salary The named executive officers receive base salaries to compensate them for services rendered to us. The base gross salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The annual base salaries for Ilan Hadar, Mirit Horenshtein Hadar and Dr. Mitchell Shirvan, for 2024 and 2023 were $240,560 and $182,976 for Mr. Hadar, $233,532 and $26,238 for Ms. Horenshtein Hadar, and $190,286 and $156,140 for Dr. Shirvan, respectively. Equity Compensation From time to time, we have granted equity awards under the Silexion Therapeutics Ltd. 2013 Equity Incentive Plan, which was replaced by the Silexion Therapeutics Ltd. 2023 Equity Incentive Plan (the “ 2013 Plan ” and “ 2023 Plan ”, respectively, collectively referred to as the “ Silexion Plans ”), as incentives to attract, retain and motivate our named executive officers. During 2024, we granted restricted share units (RSUs) that could be settled for 16,821, 6,308 and 14,718 ordinary shares of Silexion, to Ilan Hadar, Mirit Horenshtein Hadar, and Dr. Mitchell Shirvan, respectively (each such number of Silexion ordinary shares does not reflect the exchange ratio in the Business Combination or the subsequent reverse share split of New Silexion). The vesting of those RSUs accelerated upon the Closing of the Business Combination, entitling each such officer to receive New Silexion ordinary shares in accordance with the exchange ratio upon the Closing. During 2022, Silexion granted 32,400 and 16,200 options to purchase Silexion ordinary shares to Ilan Hadar and Dr. Mitchell Shirvan, respectively (each such number of options does not reflect the equity exchange ratio in the Business Combination or the subsequent reverse share split of New Silexion). Vesting of those options was to occur over a period of 48 months, provided that Ilan Hadar or Dr. Mitchell Shirvan, as applicable, remains engaged by Silexion (or a Silexion affiliate), and is subject to the Silexion Plans. Upon consummation of an initial public offering of Silexion’s securities or an M&A Transaction (as defined in Silexion’s articles of association), which included the Business Combination, the vesting of those options was to accelerate, such that all unvested options were to immediately vest, provided that such IPO or M&A Transaction was to be consummated after January 1, 2023. That acceleration of vesting occurred upon the Closing of the Business Combination on August 15, 2024. 94 Employment Agreements Following the Closing, Silexion has entered or will enter into employment agreements with each of its NEOs. Silexion 2013 Equity Incentive Plan and Silexion 2023 Equity Incentive Plan Silexion (and, following the Business Combination, New Silexion) has maintained the Silexion Plans in order to provide additional incentives for employees, directors and consultants, and to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to Silexion’s (and New Silexion’s) success. The 2013 Plan was adopted on July 25, 2013 and was replaced by the 2023 Plan, which was adopted on April 4, 2023. For a complete description of the 2013 Plan and the 2023 Plan, please see “ Silexion Share Incentive Plans ” below. The Silexion Plans provide for grants of options to purchase ordinary shares of Silexion (following the Business Combination, New Silexion), shares, restricted shares and RSUs. As described above, during 2022, Silexion granted option awards under the Silexion Plans to Ilan Hadar and Dr. Mitchell Shirvan and during 2024, Silexion granted RSUs to Ilan Hadar, Mirit Horenshtein Hadar, and Dr. Mitchell Shirvan, respectively. Immediately prior to the effective time of the merger of Merger Sub 1 with and into Silexion pursuant to the Business Combination, all outstanding Silexion options and Silexion RSUs accelerated and became fully vested (and, in the case of RSUs, settled for underlying shares). At the effective time of that merger, all Silexion options outstanding immediately prior to the merger automatically and without any action on the part of any Silexion option holder or beneficiary thereof, were assumed by New Silexion, and each such Silexion option was converted into an option to purchase New Silexion ordinary shares (based on the equity exchange ratio for Silexion under the Business Combination Agreement). In addition, immediately prior to the completion of the Business Combination, New Silexion adopted the 2024 Equity Incentive Plan (described below), which provides for the grant of equity-based incentive awards to its employees, directors, office holders, service providers and consultants in order to incentivize them to increase their efforts on behalf of New Silexion and to promote the success of New Silexion’s business. 95 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by Silexion’s named executive officers that were outstanding as of December 31, 2024. The awards listed in this table were granted under the Silexion Plans, which are summarized above under “ — Narrative Disclosure to Summary Compensation Table — Silexion 2013 Equity Incentive Plan and Silexion 2023 Equity Incentive Plan .” Option awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Ilan Hadar Chief Executive Officer (formerly Managing Director of Silexion 14,339 - - 60.51 24/03/2032 Mirit Horenshtein Hadar Chief Financial Officer (formerly EVP Finance of Silexion -- - - - - Dr. Mitchell Shirvan Chief Scientific and Development Officer ( 7,170 - - 60.51 07/06/2032 Director Compensation Name Fees earned or paid in cash ($) Stock awards ($) Option awards ($) All other compensation ($) Total ($) Ilan Hadar See Summary Compensation Table above See Summary Compensation Table above See Summary Compensation Table above See Summary Compensation Table above See Summary Compensation Table above Dror Abramov - 313,800 - - 313,800 Ruth Alon - - - - - Ilan Levin - - - 45,000 (1) 45,000 Avner Lushi - 313,800 - - 313,800 Shlomo Noy - 313,800 - - 313,800 Amnon Peled - - - - - Ilan Shiloah ( former director ) - 313,800 - - 313,800 (1) Represents a consulting fee at a rate of $10,000 per month payable to Ilan Levin, as provided for under the Business Combination Agreement, as amended, for the four and one-half months following the Closing of the Business Combination through the end of 2024. In the year ended December 31, 2024, other than the monthly consulting fees paid to Mr. Levin following the Closing of the Business Combination, as reflected in the “Director Compensation” table, we did not pay any cash fees to, but we did grant equity awards, consisting of 22,070 RSUs that could be settled for New Silexion ordinary shares (such number of RSUs reflects the one-for-nine reverse share split of New Silexion), all of which became fully vested at the Closing, to each non-employee member of our board of directors for his or her service as a director. New Silexion Executive Compensation Following the Closing, we are developing an executive compensation program that is designed to align compensation with our business objectives and the creation of shareholder value, while enabling us to attract, retain, incentivize and reward individuals who contribute to the long-term success of New Silexion. Decisions regarding the executive compensation program will be made by our compensation committee. New Silexion Equity Compensation It is anticipated that equity-based compensation will continue to be an important element of executive compensation following the consummation of the Business Combination in order to maintain a strong link between executive incentives and the creation of shareholder value. Upon the consummation of the Business Combination, we granted 78,650 RSUs, in the aggregate, to directors of New Silexion and employees of New Silexion and its subsidiaries (of which 22,070 RSUs were granted to New Silexion directors) as a means of incentivizing them and aligning their interests with those of the shareholders of the Company. We furthermore expect that the additional 63,953 New Silexion ordinary shares that will be available under the 2024 Equity Incentive Plan (as referenced below) following the consummation of the Business Combination will be an important element of the new compensation arrangements for New Silexion. 96 Silexion Share Incentive Plans 2013 Share Option Plan Shares Reserved under the 2013 Share Option Plan. The total number of authorized but unissued Silexion ordinary shares available for issuance under Silexion’s 2013 Share Option Plan (the “ 2013 Plan ”) is 33,828 (which number does not reflect the exchange ratio in the Business Combination or New Silexion’s one-for-nine reverse share split). Upon the termination of the 2013 Plan, any unissued New Silexion ordinary shares available under the 2013 Plan ceased to be reserved for the purpose of the 2013 Plan, other than New Silexion ordinary shares underlying then-outstanding options under the 2013 Plan. Administration. Our board of directors, or a duly authorized compensation committee of the board of directors, has the power to administer the 2013 Plan. Subject to applicable laws and the relevant provisions of the 2013 Plan, any member of the designated committee is eligible to receive options under the 2013 Plan. The committee has the authority, subject to applicable law and our articles of association, to interpret the terms of the 2013 Plan and any option agreements granted thereunder, designate participants in the 2013 Plan, determine and amend the terms of respective option agreements, including the exercise price of an option, the fair market value of the New Silexion ordinary shares, the time and vesting schedule applicable to the option, accelerate or amend the vesting schedule applicable to an option, prescribe the forms of option agreement for use under the 2013 Plan and take all other actions and make all other determinations necessary for the administration of the 2013 Plan. Eligibility. The 2013 Plan provides for granting options under various tax regimes, including, without limitation, in compliance with Section 102 or Section 3(i) of the Israeli Tax Ordinance (the “ Ordinance ”), and for awards granted to Silexion’s United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”) and Section 409A of the Code. Options. All options granted pursuant to the 2013 Plan are evidenced by an option agreement, in a form approved, from time to time, by the committee in its sole discretion. The option agreement sets forth the terms and conditions of the number of shares to which the option relates and the type of option granted thereunder, the purchase price per share and the vesting schedule to which such option shall become exercisable. Unless otherwise determined by the committee or the board of directors and as stated in the option agreement, and subject to the conditions of the 2013 Plan, options become exercisable under the following schedule: 25% of the shares covered by the option on the first anniversary of the date on which such option was granted and 12.5% of the shares covered by the option at the end of each subsequent six-month period during the second, third and fourth years from the date of grant, with the committee and/or board of directors reserving the exclusive authority to accelerate the periods for exercising an option. Each option shall expire 10 years from the date of the grant thereof, or five years with respect to an incentive stock option, unless a shorter term of expiration is otherwise designated by the committee. Grants. The 2013 Plan provides for the grant of options (including incentive stock options and nonqualified stock options). Options granted under the 2013 Plan to Silexion employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options. The exercise price of an option may not be less than the par value of the shares (if the shares bear a par value) for which such option is exercisable. The exercise price of an Incentive Stock Option may not be less than 100% of the fair market value of the underlying share on the date of grant or such other amount as may be required pursuant to the Code, and in the case of Incentive Stock Options granted to ten percent (10%) shareholders, not less than 110%. 97 Exercise. An option under the 2013 Plan may be exercised by providing us with a written notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the committee and the trustee and permitted by applicable law. Transferability. No option shall be assignable, transferable or given as collateral or any right with respect to them given to any third party whatsoever, and during the lifetime of the option-holder each and all of such option-holder’s rights to purchase New Silexion ordinary shares thereunder shall be exercisable only by the option-holder. Termination of Employment. An option may be exercised after the date of termination of option-holder’s service or employment with Silexion or any of its affiliates or termination of an affiliate’s status as such only with respect to the number of options already vested and unexpired at the time of such termination according to the vesting and expiration periods of the options set forth in the 2013 Plan, or under a different period prescribed by the committee or by the board of directors and specified in relevant option agreement, provided however, that (i) such termination is without cause, in which case the options shall be exercisable within not more than 90 days from the effective date of such termination, or (ii) such termination is the result of death or disability of the option-holder, in which case the options shall be exercisable within 12 months, and in the event of death, the option shall be exercisable by the option-holder’s estate, all in accordance the 2013 Plan. If termination of employment or service is for cause, any outstanding unexercised option (whether vested or non-vested), will immediately expire and terminate, and the option-holder shall not have any right in connection to such outstanding options. Voting Rights. Option-holders shall not have any of the rights or privileges of shareholders of New Silexion in respect of any New Silexion ordinary shares purchasable upon the exercise of any part of an option unless and until, following exercise in accordance with the terms of the 2013 Plan and the option, registration of the option-holder as holder of such New Silexion ordinary shares in New Silexion’s register of members, but in case of options and New Silexion ordinary shares held by the trustee, subject to the provisions of the 2013 Plan. Dividends. With respect to all New Silexion ordinary shares (in contrast to options not exercised for New Silexion ordinary shares) issued upon the exercise of options purchased by an option holder, the option holder, as a shareholder of New Silexion shall be entitled to receive dividends in accordance with the quantity of such New Silexion ordinary shares and the amended and restated memorandum and articles of association of New Silexion, and subject to any applicable taxation on distribution of dividends. Transactions. If the outstanding shares of New Silexion shall at any time be changed or exchanged by declaration of a dividend, split, share subdivision, combination or exchange of shares, recapitalization, or any other like event of New Silexion, then in such event only and as often as the same shall occur, the number, class and kind of New Silexion ordinary shares (including New Silexion ordinary shares issuable pursuant to the 2013 Plan, in respect of which options have not yet been exercised) subject to the 2013 Plan or subject to any options granted thereunder, and the purchase prices of the options, shall be appropriately and equitably adjusted so as to maintain the proportionate number of New Silexion ordinary shares without changing the aggregate purchase price of the options. In the event of a merger or consolidation of New Silexion or a sale of all, or substantially all, of our shares or assets or other transaction having a similar effect on New Silexion, or change in the composition of the board of directors, or such other transaction or circumstances that the New Silexion Board determines to be a relevant transaction, the merger agreement will provide for one or more of the following, without the consent of the option-holder: (i) any outstanding option will be assumed or substituted by the successor corporation; (ii) the cancellation of such options and a payment to the option-holder, as provided in the 2013 Plan; and (iii) the full exercisability of the option and full vesting of the New Silexion ordinary shares subject to the option, followed by the cancellation of the option. The foregoing description of the 2013 Plan is qualified in its entirety by the full text of the 2013 Plan, which is attached as Exhibit 10.9 to this Annual Report and is incorporated herein by reference. 98 2023 Equity Incentive Plan The 2023 Equity Incentive (the “2023 Plan” ) was adopted by Silexion’s board of directors in 2023. The purpose of the 2023 Plan is to provide equity-based incentive awards in order to link the compensation and benefits of the individuals and entities providing services to Silexion or its affiliates with the success of Silexion and long-term shareholder value. The 2023 Plan enabled Silexion to grant options to purchase ordinary shares of Silexion (currently, following the Business Combination, New Silexion ordinary shares), restricted shares and restricted share units, all of which are referred to as “awards”. Shares Available for Grants. The total number of shares available for issuance under the 2023 Plan was determined from time to time by our board of directors, subject to certain adjustments as described in the 2023 Plan. If any shares subject to awards under the 2023 Plan expires or otherwise terminates in accordance with the terms thereunder, such shares shall become available for future grants thereunder. Administration. our board of directors (currently, following the Business Combination, the board of directors of New Silexion), or a duly authorized committee of its board of directors (the “Administrator” ), is authorized to administer the 2023 Plan. Under the 2023 Plan, the Administrator has the authority, subject to applicable law, to interpret the terms of the 2023 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the number of awards granted, the exercise price of an award, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2023 Plan and take all other actions and make all other determinations necessary for the administration of the 2023 Plan. The Administrator also has the authority to determine the circumstances under which awards may be settled, cancelled, forfeited, exchanged, or surrendered under and in accordance with the 2023 Plan of any or all awards or shares, and the authority to prescribe, amend and rescind rules and regulations relating to the 2023 Plan, including the form of award agreements and rules governing the grant of awards in jurisdictions in which Silexion or any affiliate operate, or to terminate the 2023 Plan at any time before the date of expiration of its ten-year term, provided that such termination shall not materially affect the rights of grantees, to whom awards have already been granted. Eligibility. The 2023 Plan provides for granting awards under the Israeli tax regime, including compliance with Section 102 or Section 3(i) of the Ordinance. Grants. All awards granted pursuant to the 2023 Plan are evidenced by an award letter, in a form approved, from time to time, by the administrator in its sole discretion. The award letter sets forth the terms and conditions of the award, including the type of award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures) and the exercise price, if applicable. Unless otherwise determined by the Administrator and stated in the award letter, and subject to the conditions of the 2023 Plan, awards vest and become exercisable under the following schedule: 25% of the shares covered by the award on the first anniversary of the vesting commencement date determined by the Administrator (and in the absence of such determination, the date on which such award was granted) and the remaining 75% of the award shall vest (equally) on a quarterly basis, over 12 quarters as of the commencement date’s first annual anniversary; provided that the grantee remains continuously as an employee or provides services to Silexion throughout such vesting dates. 99 Each award will expire ten years from the date of the grant thereof, unless a shorter term of expiration is otherwise designated by the Administrator. Awards. The 2023 Plan provides for the grant of options, shares, restricted shares, RSUs, and other share-based awards. Exercise. An award under the 2023 Plan may be exercised by providing Silexion (currently, New Silexion) a written notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the Administrator and permitted by applicable law. The 2023 Plan allows for a net exercise of awards (as may be included in the award letter or otherwise approved by the Administrator). An award may not be exercised for a fraction of a share. Transferability. No person other than the grantee shall have any right with respect to any award granted under the 2023 Plan. No transfer of any right to any award or its underlying shares, by will or by the laws of descent, shall effectively bind Silexion (currently, New Silexion) unless and until furnished with the certain signed and notarized documents, as described in the 2023 Plan. Termination of Engagement. In the event of termination of a grantee’s employment or service with Silexion or any of its affiliates, for any reason other than death, retirement, disability or cause, any vested and unexercised awards held by such grantee as of the date of termination may be exercised within 90-days after such date of termination, unless otherwise determined by the Administrator, but in no event later than the date of expiration of the award as set forth in the award letter. After such 90-days period, all such unexercised awards will terminate and the shares covered by such awards become available for issuance under the 2023 Plan. In the event of termination of a grantee’s employment or service with Silexion or any of its affiliates due to such grantee’s death, retirement or permanent disability, any vested but unexercised awards shall be exercisable (a) in the case of death, by such grantee’s estate, personal representative or beneficiary, or (b) in the case of retirement or Disability, by such grantee or his/her personal representative (as the case may be), until the earlier of (i) 180 days following the date of termination for any such reason; or (ii) the date of expiration of each such as set forth in the award letter. All such grantee’s other awards shall expire upon the date of such termination. Notwithstanding any of the foregoing, if a grantee’s employment or services with Silexion or any of its affiliates is terminated for “cause” (as defined in the 2023 Plan), all outstanding awards held by such grantee (whether vested or unvested) shall expire. With respect to any and all shares owned by such grantee pursuant to the exercise of any and all awards granted under the 2023 Plan, the board of directors of Silexion may convert such shares into deferred shares of Silexion. Voting Rights. Until consummation of our initial public offering (or equivalent transaction, such as the Business Combination), shares underlying awards held by grantees or the trustee, as applicable, were to be voted by an irrevocable proxy assigned to a person appointed by the board of directors. Dividends. Grantees holding shares issuable or issued upon exercise of awards granted under the 2023 Plan will, as a shareholder of New Silexion, be entitled to receive dividends and other distributions with respect to the underlying shares. Transactions. In the event of any division or subdivision of Silexion’s (currently, New Silexion’s) issued and outstanding share capital, any distribution of bonus shares (share split or subdivision), consolidation or combination of the share capital (reverse share split), reclassification of the shares or any similar recapitalization event, as well as any reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of the shares or other securities of Silexion (currently, New Silexion), or any other change in Silexion’s (currently, New Silexion’s) corporate structure affecting the shares, the administrator may, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2023 Plan, adjust (A) the number and class of shares that may be issued under the 2023 Plan; (B) the number, class, and exercise price of underlying shares for each outstanding award; (C) any other term of the awards that in the administrator’s opinion should be adjusted (including those concerning the vesting, exercisability and term of outstanding awards); provided, that no adjustment shall be made by reason of the distribution of subscription rights (rights offering) on outstanding shares. 100 Upon any such adjustment, references herein to shares and underlying shares shall be construed to mean those shares of Silexion (currently, New Silexion) subject to the 2023 Plan as determined by the Administrator following such adjustment. Any fractional shares resulting from such adjustment shall be rounded down to the nearest whole number of share and Silexion (currently, New Silexion) shall have no obligation to make any cash or other payment with respect to such fractional shares. The adjustments shall be made by the Administrator. If the applicable awards or underlying shares are deposited with a trustee, all of the shares formed by such adjustments shall also be deposited with the trustee on the same terms as such awards or underlying shares. In the event of a merger, reorganization or consolidation of Silexion (currently, New Silexion) with or into another incorporated entity, or its acquisition by another incorporated entity by means of any transaction or series of related transactions, except any such merger, reorganization or consolidation in which the issued shares of Silexion (currently, New Silexion) as of immediately prior to such transaction continue to represent, or are converted into or exchanged for shares that represent, immediately following such merger, reorganization, or consolidation, at least a majority, by voting power, of the outstanding shares of the surviving or acquiring incorporated entity; or a sale of all, or substantially all, of our shares or assets or other transaction having a similar effect on our company, or change in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that our board of directors determines to be a relevant transaction, then without the consent of the grantee, (i) unless otherwise determined by the Administrator, any outstanding award will be assumed or substituted by such successor corporation or substituted by our company or by any affiliate of the successor corporation, as determined by the Administrator, and (ii) regardless of whether or not the award is assumed or substituted, the Administrator may: (a) entitle a grantee to exercise an award, or to otherwise provide for the acceleration of such award’s vesting schedule, as to all or part of its underlying shares, including with respect to awards that would not otherwise be exercisable or vested, under such terms and conditions as the Administrator shall determine, including the cancellation of all unexercised awards upon or immediately prior to the closing of a transaction or as of such other date (the “Cut-Off Date” ), and/or the termination of all awards (whether vested but un-exercised or un-vested) as of the relevant Cut-Off Date, as of which they shall no longer be exercisable by the applicable grantees; and/or (b) provide for the cancellation of outstanding awards at or immediately prior to the closing of a transaction, and payment to the applicable grantee of a consideration determined by the Administrator to be fair in the circumstances (whether in shares, cash, other securities, property, or any combination thereof), taking into account the value of each underlying share of any such award’s vested portion as reflected by the terms of such transaction, and the exercise price of each such underlying share, and subject to such terms and conditions as determined by the Administrator. The Administrator shall have full authority to select the method for determining the payment to the grantees, as well as to set such payment to zero, with respect to underlying shares valued at less than their exercise price or to those of awards that would not otherwise be exercisable or vested, or to determine that such payment be made only in excess of the exercise price. The foregoing description of the 2023 Plan is qualified in its entirety by the full text of the 2023 Plan, which is attached as Exhibit 10.8 to this Annual Report and is incorporated herein by reference. 101 New Silexion Share Incentive Plans 2024 Equity Incentive Plan Pursuant to written resolutions adopted by our board of directors and shareholders prior to the Closing of the Business Combination, we have approved and adopted the 2024 Equity Incentive Plan (the “ 2024 Plan ”), which became effective immediately upon the Closing. Upon the Closing, a total of 63,953 New Silexion ordinary shares were reserved for issuance under the terms of the 2024 Plan, which, together with New Silexion ordinary shares allocated for issuance under the existing 2013 Plan and 2023 Plan, equaled 10% of the total number of New Silexion ordinary shares on a fully diluted basis immediately following the Closing. A summary of the other material terms of the 2024 Incentive Plan is provided below: Administration The compensation committee of our board of directors is the administrator of the 2024 Plan. Except as provided otherwise under the 2024 Plan, the administrator has plenary authority to grant awards pursuant to the terms of the 2024 Plan to eligible individuals, determine the types of awards and the number of shares covered by the awards, establish the terms and conditions for awards and take all other actions necessary or desirable to carry out the purpose and intent of the 2024 Plan. Eligibility and Participation The administrator selects the individuals who participate in the 2024 Plan. Eligibility to participate is open to officers, directors and employees of, and other individuals who provide bona fide services to or for, us or any of our subsidiaries. Our board of directors may also select as participants prospective officers, employees and individual service providers who have accepted an offer of employment or another service relationship from us or one of our subsidiaries. Any awards granted to such a prospect before the individual’s start date may not become vested or exercisable, and no shares may be issued to such individual, before the date the individual first commences performance of services with us. Share Pool Under the 2024 Plan The initial number of New Silexion ordinary shares allocated to the 2024 Plan was 63,953. The number of New Silexion ordinary shares available under the 2024 Plan (the “ Share Pool ”) is subject to the following annual allocations and adjustments: The Share Pool will be increased automatically on January 1 of each calendar year, beginning on January 1, 2025 and for each of the subsequent nine calendar years, through (and including) January 1, 2034, in an amount equal to the lesser of (i) 5% of the number of New Silexion ordinary shares issued and outstanding as of that January 1 date, or (ii) an amount determined by our board of directors prior to such date. Pursuant to that annual increase, the Share Pool increased by 92,457 ordinary shares on January 1, 2025. The following additional rules apply to the number of New Silexion ordinary shares available under the Share Pool on an ongoing basis: ● The Share Pool will be reduced by one share for each share made subject to an award granted under the 2024 Plan; ● The Share Pool will be increased by the number of unissued shares underlying or used as a reference measure for any award or portion of an award granted under the 2024 Plan that is cancelled, forfeited, expired, terminated unearned or settled in cash, in any such case without the issuance of shares; ● The Share Pool will be increased by the number of shares that are forfeited back or surrendered for no consideration to us after issuance due to a failure to meet an award contingency or condition with respect to any award or portion of an award granted under the 2024 Plan; ● The Share Pool shall be increased, on the exercise date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of the exercise price of any award granted under the 2024 Plan; and ● The Share Pool shall be increased, on the relevant date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of any tax withholding obligation that arises in connection with any award granted under the 2024 Plan. In the event of a merger, consolidation, share rights offering, statutory share exchange or similar event affecting the Company or a share dividend, share split, reverse share split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization or similar event affecting the capital structure of the Company, our board of directors will make equitable and appropriate substitutions or proportionate adjustments to the Share Pool to reflect the transaction or event. Similar adjustments will be made to the award limitations described below and to the terms of outstanding awards. 102 ISO Award Limit The maximum number of New Silexion ordinary shares that may be issued in connection with awards granted under the 2024 Plan that are intended to qualify as incentive stock options under Section 422 of the Code is 63,953. Types of Awards General . The 2024 Plan enables the grant of share awards, performance shares, restricted share units, cash-based performance units, other share-based awards, share options, share appreciation rights, and share unit awards, each of which may be granted separately or in tandem with other awards. The administrator may establish sub-plans under the 2024 Plan under which awards that qualify for preferred tax treatment for recipients in jurisdictions outside the U.S. may be granted. We have adopted a sub-plan for Israeli participants, which provides for granting awards in compliance with Section 102 (“ Section 102 ”) and Section 3(i) of the Israeli Income Tax Ordinance (New Version), 5721-1961, as amended (the “ ITO ”). Section 102 allows employees, directors and officers who are not controlling shareholders and who are considered Israeli residents for tax purposes to receive favorable tax treatment for compensation in the form of shares, options or certain other types of equity awards, subject to certain terms and conditions. Our non-employee service providers and controlling shareholders who are considered Israeli residents for tax purposes may be granted awards under Section 3(i) of the ITO, which do not provide for similar tax benefits as Section 102. Out of the three tax tracks that are available under Section 102 ((i) the “ordinary income track” with a trustee, (ii) the “capital gains track” with a trustee and (iii) grants without a trustee and without a trust period), we have elected the “capital gain track” for grants to eligible Israeli grantees as provided above, which may allow favorable tax treatment for such grantees. 103 Adjustments to Awards for Corporate Transactions and Other Events Mandatory Adjustments In the event of a merger, amalgamation, consolidation, share rights offering, share exchange or similar event affecting the Company (a “ Corporate Event ”) or a share dividend, share split, reverse share split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization, capital reduction distribution or similar event affecting the capital structure of the Company, the administrator will make equitable and appropriate substitutions or proportionate adjustments to: ● the aggregate number and kind of shares or other securities that may be granted to eligible individuals under the 2024 Plan; ● the maximum number of shares or other securities that may be issued with respect to incentive share options granted under the 2024 Plan; ● the number of shares or other securities covered by each outstanding award and the exercise price, base price or other price per share, if any, and other relevant terms of each outstanding award; and ● all other numerical limitations relating to awards, whether contained in the 2024 Plan or in award agreements. Notwithstanding the foregoing, any fractional shares resulting from the above mandatory adjustments will be eliminated. Discretionary Adjustments In addition to the adjustments specified above, in the case of Corporate Events, the administrator may make such other adjustments to outstanding awards as it determines to be appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of outstanding awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such awards, (ii) the substitution of securities or other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares subject to outstanding awards, and (iii) the substitution of equivalent awards, as determined in the sole discretion of the administrator, of the surviving or successor entity or a parent thereof. The administrator may, in its discretion, adjust the performance goals applicable to any awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes. Repricing The administrator may reprice any share options or share appreciation rights without the approval of the shareholders of the Company. For this purpose, “reprice” means (i) any of the following or any other action that has the same effect: (A) lowering the exercise price or base price of an option or share appreciation right after it is granted other than an adjustment made pursuant to the provisions of the 2024 Plan, (B) any other action that is treated as a repricing under applicable accounting principles; (C) cancelling a share option or share appreciation right at a time when its exercise price or base price exceeds the fair market value of the underlying share, in exchange for another share option, share appreciation right, restricted share or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal or informal guidance issued by the primary securities market or exchange on which the shares are listed or admitted for trading. Treatment of Awards upon Dissolution or Liquidation or a Change in Control Dissolution or Liquidation . Unless the administrator determines otherwise, all awards outstanding under the 2024 Plan will terminate upon the winding up, liquidation or dissolution of the Company. 104 Amendment and Termination Our board of directors or the compensation committee may terminate, amend or modify the 2024 Plan or any portion of it at any time; provided, that, (i) if required to comply with Cayman Islands law and any other applicable laws or marketplace or listing rules of a securities market or securities exchange (other than any requirement from which the Company may opt out based on any available home country exemption), the Company shall obtain shareholder approval of any 2024 Plan amendment in such a manner and to such a degree as required, and (ii) no such termination or amendment may materially impair the rights of a participant with respect to a previously granted award (other than as required to comply with applicable law or the rules of any securities exchange or market on which the shares are listed or to prevent adverse tax or accounting consequences to the Company or the participant) without such participant’s consent. The 2024 Plan is scheduled to expire on August 14, 2034, which is ten years after the effective date of its adoption by our board of directors. After that time, no further grants may be made under the 2024 Plan, but any then-outstanding grants will remain subject to the terms of the plan. The foregoing description of the 2024 Incentive Plan is qualified in its entirety by the full text of the 2024 Incentive Plan, which is attached as Exhibit 10.7 to this Annual Report and is incorporated herein by reference. Compensation Committee Interlocks and Insider Participation; Compensation Committee Report New Silexion is both an emerging growth company and a smaller reporting company and therefore need not provide the disclosure concerning “ Compensation Committee Interlocks and Insider Participation ” otherwise required under Item 407(e)(4) of Regulation S-K promulgated by the SEC, nor the report of its compensation committee otherwise required under Item 407(e)(5) of Regulation S-K. Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Beneficial Ownership of Ordinary Shares The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 1, 2025 by: ● each person or entity known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; ● each of our officers and directors; and ● all our officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of ordinary shares beneficially owned by a person and the percentage ownership, we include, as outstanding, those ordinary shares that are subject to warrants held by that person that are currently exercisable or exercisable within 60 days of March 1, 2025. We do not deem those shares to be outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, we believe that all persons and entities named in the table below have sole voting and investment power with respect to all New Silexion ordinary shares beneficially owned by them. 105 The percentage ownership of New Silexion ordinary shares is based on 8,414,615 New Silexion ordinary shares outstanding as of March 1, 2025. Name and Address of Beneficial Owner(1) Number of Shares Beneficially Owned Approximate Percentage of Outstanding Ordinary Shares Directors and Executive Officers of New Silexion: Ilan Hadar 31,160 (2) * Dror Abramov 4,425 * Ruth Alon 6,037 * Ilan Levin(3) 229,624 (4) 2.7 % Avner Lushi(5) 220,788 (6) 2.6 % Shlomo Noy(7) 220,788 (6) 2.6 % Amnon Peled - - Dr. Mitchell Shirvan 21,888 (8) * % Mirit Horenshtein Hadar, CPA 6,308 * All executive officers and directors as a group (8 individuals) 520,230 6.2 % Five Percent Holders: Hudson Bay Master Fund (9) 740,741 8.1 % Entities affiliated with Anson Advisors Inc and Anson Funds Management LP (10) 740,741 8.1 % CVI Investments, Inc. (11) 740,766 8.1 % * Less than 1%. (1) Unless otherwise noted, the business address of each beneficial owner listed in the above table is c/o Silexion Therapeutics Corp, 12 Abba Hillel Road, Ramat Gan, Israel 5250606. (2) Includes 14,339 New Silexion ordinary shares issuable upon exercise of options, at an exercise price of $60.51 per share, all of which are vested and currently exercisable. (3) The shares reported in this row are held of record by the Sponsor, Moringa Sponsor, LP, and/or by the PIPE Investor, Greenstar, L.P., each a Cayman Islands exempted limited partnership, as described in footnote (4) below. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Sponsor and the PIPE Investor. Mr. Levin, a director of New Silexion, is the sole director of that general partner. As a result of his ownership of that general partner, Mr. Levin possesses sole voting and investment authority with respect to the shares indirectly held by the Sponsor and the PIPE Investor. The limited partnership interests of the Sponsor and the PIPE Investor are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Sponsor and the PIPE Investor other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7 th floor, New York, NY 10177. (4) Consists of the total of: (i) 148,592 New Silexion ordinary shares issued to the Sponsor as Sponsor Investment Shares (as defined under the Business Combination Agreement); (ii) 39,206 New Silexion ordinary shares issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 352,857 Moringa private shares held by it; (iii) 19,603 New Silexion ordinary shares underlying New Silexion warrants issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 176,429 Moringa private warrants held by the Sponsor (which New Silexion warrants will be exercisable beginning 30 days after the Closing Date); and (iv) 22,223 New Silexion ordinary shares issued to Greenstar, L.P., the PIPE Investor, as PIPE Shares in respect of the PIPE Financing. The foregoing beneficial ownership of New Silexion ordinary shares by the Sponsor does not include any Note Shares that may be issued to the Sponsor following the Closing upon conversion of amounts owed by New Silexion to the Sponsor under the A&R Sponsor Promissory Note, as the potential number of Note Shares, and the timing of issuance of Note Shares, cannot be determined in advance. 106 (5) The shares reported in this row consist entirely of New Silexion ordinary shares held of record by Guangzhou Sino-Israel Biotech Fund (“ GIBF ”), with respect to which Mr. Lushi possesses shared voting and investment authority as a result of his serving as a Managing Partner and CEO of GIBF. (6) Includes 203,971 New Silexion ordinary shares issued to GIBF at the Closing in respect of its transfer of its noncontrolling interest in our Chinese subsidiary, Silenseed (China) Ltd., to New Silexion pursuant to the Chinese Subsidiary Transfer. (7) The shares reported in this row consist entirely of New Silexion ordinary shares held of record by GIBF, with respect to which Mr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF. (8) Includes 7,170 New Silexion ordinary shares issuable upon exercise of options, at an exercise price of $60.51 per share, all of which are vested and currently exercisable. (9) Represents 740,741 ordinary shares issuable upon exercise of warrants issued in connection with the induced warrant exercise transaction in January 2025. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. (10) Represents (i) 577,778 ordinary shares issuable upon exercise of warrants issued in connection with the induced warrant exercise transaction in January 2025 that are held by Anson Investments Master Fund LP (“ AIMF ”) and (ii) 162,963 ordinary shares issuable upon exercise of warrants issued in connection with that induced warrant exercise transaction held by Anson East Master Fund LP (“ AEMF ”). Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of AIMF and AEMF, hold voting and dispositive power over the ordinary shares held by each of AIMF and AEMF. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these ordinary shares except to the extent of their pecuniary interest therein. The principal business address of each of AIMF and AEMF is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. (11) Represents (i) 463,741 ordinary shares issuable upon exercise of warrant issued in our January 2025 financing, (ii) 277,000 ordinary shares issuable upon exercise of warrants issued in connection with the induced warrant exercise transaction in January 2025 and (iii) 25 ordinary shares issuable upon the exercise of warrants issued by Moringa that the Company assumed in connection with the Business Combination. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“ CVI ”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as President of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. 107 Securities Authorized for Issuance Under Equity Compensation Plans Presented below is information about our equity compensation plans as of December 31, 2024: Plan category Number of ordinary shares to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders Silexion Therapeutics Ltd. 2013 Equity Incentive Plan 24,103 $ 59.84 - Silexion Therapeutics Ltd. 2023 Equity Incentive Plan - $ - - Silexion Therapeutics Corp 2024 Equity Incentive Plan - $ - 63,953 Total 24,103 $ 59.84 63,953 Potential Change in Control Transactions As of the date of this Annual Report, we are not aware of any arrangements the operation of which may at a subsequent date result in a change in control of our company. Item 13 . Certain Relationships and Related Transactions, and Director Independence Other than the compensation arrangements for our directors and executive officers, which are described above in “Item 11. Executive Compensation”, below is a description of transactions since our formation on April 2, 2024 to which we have been a party, in which: ● the amounts involved exceeded or will exceed $120,000; and ● any of our directors, executive officers or holders of more than 5% of our share capital, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. Related Party Transactions Arrangements with Executive Officers Ilan Hadar serves as our Chief Executive Officer and Chairman of the our Board. Mr. Hadar’s employment agreement with us, as to be amended in the period following the Closing of the Business Combination, subject to corporate approvals, will provide for him to receive an annual base salary of $357,820 (based on the average exchange rate for 2023, as published by the Bank of Israel), customary disbursements toward his providence fund, further education fund and severance pay fund, and other fringe benefits commensurate with such position. During 2022, Silexion granted Mr. Hadar 14,339 options to purchase New Silexion ordinary shares, vesting over a period of 48 months, provided that Mr. Hadar remains engaged by us (or a Silexion affiliate) at the end of each vesting period and subject to the Silexion Plan. Upon completion of the Business Combination, the vesting of all such options is expected to accelerate, such that all unvested options shall become fully vested at that time. Mirit Horenshtein Hadar, our Executive VP of Finance, Chief Financial Officer and Secretary, is Mr. Hadar’s spouse. Ms. Horenshtein Hadar’s employment agreement with us provides for her to receive an annual base salary of $234,210 (based on the average exchange rate for 2023, as published by the Bank of Israel), as well as customary disbursements toward her providence fund, further education fund and severance pay fund, and other fringe benefits commensurate with such position. 108 Indemnification Agreements On the date of, and in connection with, the Closing of the Business Combination, the Company entered into indemnification agreements with each of its directors and executive officers, which provide for indemnification and advancements by the Company of certain expenses and costs under certain circumstances. The indemnification agreements provide that we will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as a director or officer of New Silexion, to the fullest extent permitted under Cayman law and the Articles. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the text of the form of indemnification agreement that is filed as Exhibit 10.6 to the registration statement of which this prospectus forms a part, which is incorporated herein by reference. Conversion Transaction with GIBF Immediately following the Closing of the Business Combination, Guangzhou Sino-Israel Bio-Industry Investment Fund I (“ GIBF ”) beneficially owned 20.3% of our issued and outstanding share capital. GIBF had held the remaining 49% of the issued and outstanding share capital of our 51%-held Chinese subsidiary, Silenseed (China) Ltd. (which 49% interest had been received by it in return for its equity investments in the Chinese subsidiary, rather than equity investments directly in us). In connection with the consummation of the Business Combination, GIBF was to exchange its entire holdings in the Chinese subsidiary for preferred shares of Silexion according to the terms set out in the contract for the establishment of the Chinese subsidiary, dated August 30, 2021, as amended, which preferred shares were to be automatically converted into 203,971 New Silexion ordinary shares in accordance with the equity exchange ratio for our shareholders’ exchange of shares of Silexion for our shares under the Business Combination Agreement. However, in order to simplify the transfer of GIBF’s 49% interest in our Chinese subsidiary to our company, in lieu of transferring that interest to Silexion, GIBF instead transferred the interest directly to New Silexion pursuant to an Agreement on Arrangements Related to Equity Interest Conversion, dated as of August 5, 2024 (the “GIBF Conversion Agreement”). As consideration for its transfer of that 49% interest to us, GIBF received 203,971 New Silexion ordinary shares at the Closing. GIBF furthermore received an additional 16,817 of our ordinary shares upon consummation of the Business Combination due to the conversion of our shares that were issued to it upon settlement of RSUs of Silexion that were subject to accelerated vesting at the Closing. Those RSUs were granted to GIBF subject to GIBF’s providing certain services to us in connection with the transfer of funds from our Chinese subsidiary to us. Avner Lushi and Shlomo Noy, both of whom serve as our directors since the Closing, share voting and investment power over the 220,788 of our ordinary shares beneficially owned by GIBF after the Closing. PIPE Financing In connection with, and immediately prior to the Closing of, the Business Combination, Moringa raised $2.0 million via a private investment in public entity financing (the “ PIPE Financing ”), whereby Moringa sold to Greenstar, LP (the “ PIPE Investor ”), a Cayman Islands exempted limited partnership and affiliate of the Moringa Sponsor, 200,000 newly issued Moringa ordinary shares (the “ PIPE Shares ”) (which does not reflect the reverse share split) at a price of $10.00 per share, pursuant to the PIPE Agreement, dated as of August 15, 2024, by and among Moringa, us and the PIPE Investor. Those 200,000 shares automatically converted upon the Closing of the Business Combination into an equivalent number of our ordinary shares (at a number prior to the effectiveness of the reverse share split), or the PIPE Shares. The PIPE Investor is entitled to customary registration rights in respect of the PIPE Shares under the PIPE Agreement, pursuant to which we have agreed that, within 60 days after the Closing Date, it will file with the SEC a registration statement registering the resale of the PIPE Shares by the PIPE Investor, and use its commercially reasonable efforts to have that registration statement be declared effective by 180 days after the Closing Date (or 90 days after the Closing Date if the SEC does not review that filing). The funds raised from the PIPE Financing, together with remaining funds in Moringa’s trust account after payments to redeeming public shareholders of Moringa, were used for financing support for Moringa and New Silexion, as well as for payment to service providers to whom outstanding amounts were owed by Moringa, including parties that had provided financial advisory services and capital markets advisory services to Moringa during the period leading up to the Closing. 109 Amended and Restated Sponsor Promissory Note Effective as of the Closing, we issued to the Sponsor, and Sponsor accepted, in amendment and restatement, and replacement, in their entirety, of all existing promissory notes issued by Moringa to the Sponsor from the IPO until the Closing (and as to which the obligations of Moringa were assigned to us upon the Closing), the A&R Sponsor Promissory Note in an amount of $3,433,000, which reflected the total amount owed by Moringa to the Sponsor through the Closing Date. The maturity date of the A&R Sponsor Promissory Note is the 30-month anniversary of the Closing Date (i.e., February 15, 2027). Amounts outstanding under the A&R Sponsor Promissory Note may be repaid (unless otherwise decided by us) only by way of conversion into our ordinary shares (“ Note Shares ”) in accordance with the terms set forth in the form of A&R Sponsor Promissory Note. Us and the Sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conduct an equity financing following the Closing, subject to a minimum conversion amount of $100,000, in an amount of Note Shares constituting up to thirty percent (30%) of the number of our ordinary shares issued and sold by us in such equity financing. The Sponsor may also elect to convert amounts of principal outstanding under the note into our ordinary shares at any time following the 24-month anniversary of the Closing Date, subject to a minimum conversion of $10,000, at a price per share equal to the volume weighted average price of the our ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date. The foregoing summary provides only a brief description of the A&R Sponsor Promissory Note and does not purport to be complete. The summary is qualified in its entirety by the full text of the A&R Sponsor Promissory Note, a copy of which serves as Exhibit 10.4 to this Annual Report, and which is incorporated herein by reference. Amended and Restated Registration Rights and Lock-Up Agreement Prior to the Closing under the Business Combination Agreement, on August 14, 2024, us, Moringa, Moringa Sponsor, the distributees of the Sponsor Investment Shares (as defined under the Business Combination Agreement), certain of our pre-Business Combination shareholders and the PIPE Investor entered into (and EarlyBird will be bound by) an amended and restated registration rights and lock-up agreement which became effective as of the Closing of the Business Combination (the “A&R Registration Rights and Lock-Up Agreement”). Under the agreement, we have assumed Moringa’s existing obligations under Moringa’s prior registration rights agreement (entered into in connection with Moringa’s initial public offering, or IPO) and has granted registration rights to the Moringa Sponsor, the distributees of Sponsor Investment Shares, certain of our pre-Business Combination shareholders, the PIPE Investor and EarlyBird with respect to certain securities of ours. Under the A&R Registration Rights and Lock-Up Agreement, we have agreed to provide the holders party thereto customary demand and shelf registration rights (subject to certain minimum size offerings) and piggy-back rights on primary and secondary offerings, subject to customary cut-back provisions. 110 Under the lock-up provisions of the agreement, lock-up periods apply following the Closing to of our securities that are held by the holders who are party to the agreement, subject to permitted transfers to certain categories of “Permitted Transferees”. Specifically, those lock-up periods apply to the following categories of securities for the following periods of time post-Closing: ● Sponsor Investment Shares and securities held by former Silexion shareholders : (A) 50% of the Sponsor Investment Shares held by the Sponsor and its distributees and 50% of the New Silexion securities held by the former Silexion shareholders who are party to the agreement, in each case, upon the Closing, are subject to a lock-up period ending on the earlier of (i) six (6) months after the completion of the Business Combination, and (ii) the date on which New Silexion will consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (B) the other 50% of the Sponsor Investment Shares held by the Sponsor and its distributees and 50% of our securities held by the former Silexion shareholders party to the agreement, in each case, upon the Closing, were to be subject to a lock-up period that was to end on the earliest of (x) six (6) months after the date of the consummation of the Business Combination, (y) the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, or (z) the date on which the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period. ● Private Shares and Private Warrants: The lock-up period on all New Silexion ordinary shares issued pursuant to the SPAC Merger in exchange for private placement shares and private placement warrants purchased by or issued to the Sponsor and EarlyBird concurrently with Moringa’s initial public offering remained (as provided in the documentation for Moringa’s initial public offering) 30 days after the Closing. ● Representative Shares . The lock-up period on all Representative Shares (as defined in the Amended and Restated Registration Rights and Lock-Up Agreement) that are held by EarlyBird was to remain (as provided in the documentation for Moringa’s initial public offering) three months after the Closing. ● Note Shares and PIPE Shares . Note Shares issued to the Sponsor upon conversion of amounts due under the A&R Sponsor Promissory Note and PIPE Shares issued to the PIPE Investor were not subject to any lock-up periods following the Closing. The foregoing summary provides only a brief description of the A&R Registration Rights and Lock-Up Agreement and does not purport to be complete. The summary is qualified in its entirety by the full text of the A&R Registration Rights and Lock-Up Agreement, which serves as Exhibit 10.3 to this Annual Report, and which is incorporated herein by reference. Related Party Transactions Policies We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. As described above in “ Item 10. Directors, Executive Officers and Corporate Governance— Corporate Governance— Code of Business Conduct and Ethics ,” we have adopted a written code of business conduct and ethics that applies to our directors, officers and employees and that requires us to avoid, wherever possible, all conflicts of interest, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of business conduct and ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. Our audit committee, pursuant to a written charter that we adopted upon the Closing of the Business Combination, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. 111 Director Independence Nasdaq listing standards require that a majority of the New Silexion Board be independent. An “independent director” is defined generally as a person who has no disqualifying relationship with the Company described under Nasdaq Listing Rule 5605(a)(2), as well as no other material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the listed company) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making a determination of director independence, the New Silexion Board considers the current and prior relationships that each director has with the Company and all other facts and circumstances the New Silexion Board deems relevant in determining his or her independence, including the beneficial ownership of our securities by such director, and the transactions described in the sub-section above titled “ Related Party Transactions .” The New Silexion Board has determined that each of Messrs. Dror J. Abramov, Ilan Levin, Avner Lushi, Shlomo Noy, and Amon Peled, and Ms. Ruth Alon, meets the definition of “independent director” as defined in Nasdaq listing standards. For purposes of SEC rules applicable to members of the audit committee and compensation committee, each of Messrs. Abramov and Peled, and Ms. Alon, is deemed independent. Item 14 . Principal Accountant Fees and Services The following table provides a summary of fees paid or to be paid to Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, which served as our principal accountant with respect to the years ended December 31, 2024 and 2023 (“ PwC Israel ”), for services rendered for the years ended December 31, 2024 and 2023. The services related to the below fees were rendered: (i) for the period following the Closing of the Business Combination on August 15, 2024 through December 31, 2024, to New Silexion and its consolidated subsidiaries, including Silexion, through which our business is primarily conducted, and (ii) with respect to the year ended December 31, 2023 and the period from January 1, 2024 through August 15, 2024, to Silexion and its consolidated subsidiaries. 2024 2023 (US$ in thousands) (US$ in thousands) Audit Fees (1) 301 267 Tax Fees (2) 49 11 Total 350 278 (1) Audit Fees consist of professional services rendered in connection with the audit of our consolidated financial statements, review of our consolidated quarterly financial statements, issuance of comfort letters, consents and assistance with review of documents filed with the SEC (2) Tax fees are fees for services rendered by our principal accountant in connection with tax compliance, tax planning and tax advice. 112 Audit Committee’s Pre-approval Policies and Procedures Our audit committee follows pre-approval policies and procedures for the engagement of our independent registered public accounting firm to perform certain audit and non-audit services. Pursuant to those policies and procedures, which are designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually, and on as an-needed basis, a catalog of specific audit and non-audit services in the categories of audit service, audit-related service, tax services and other services that may be performed by our registered public accounting firm. All services provided by our independent registered public accounting firm following the Closing of the Business Combination on August 15, 2024 (when we became a public company with securities registered under the Exchange Act, when we were required to begin complying with the requirements of the Sarbanes-Oxley Act of 2002, as amended) have been pre-approved by the audit committee. PART IV Item 15 . Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: SILEXION THERAPEUTICS CORP CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm F-2 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets F-3 - F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency F-6 Consolidated Statements of Cash Flows F-7 - F-8 Notes to Consolidated Financial Statements F-9 (2) Financial Statement Schedules: None. 113 (3) Exhibits The following Exhibit Index lists those exhibits that we are filing as part of this Annual Report: Exhibit No. Description 3.1 Amended and Restated Memorandum and Articles of Association of Silexion Therapeutics Corp (formerly Biomotion Sciences) (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 3.2 Ordinary Resolution Effecting 1-for-9 Reverse Share Split to Share Capital of Silexion Therapeutics Corp (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on November 29, 2024) 4.1 Warrant Agreement, dated February 19, 2021, by and between Moringa Acquisition Corp and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Moringa Acquisition Corp’s Current Report on Form 8-K, filed with the SEC on February 22, 2021) 4.2 Assignment, Assumption and Amendment Agreement, dated as of August 15, 2024, by and among Moringa Acquisition Corp, Silexion Therapeutics Corp (formerly known as Biomotion Sciences) and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 4.3 Warrant Adjustment Notice, dated November 29, 2024, in respect of 1-for-9 Reverse Share Split of Silexion Therapeutics Corp (incorporated by reference to Exhibit 4.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on November 29, 2024) 4.4* Description of securities of Silexion Therapeutics Corp registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended 10.1.1 Final invoice issued by EarlyBirdCapital, Inc. to Moringa Acquisition Corp under the Business Combination Marketing Agreement, dated February 16, 2021, by and between EarlyBirdCapital, Inc. and Moringa Acquisition Corp (incorporated by reference to Exhibit 10.1.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.1.2 Convertible Promissory Note, dated August 15, 2024, in an amount of $1,250,000, issued by Silexion Therapeutics Corp (formerly known as Biomotion Sciences) to EarlyBirdCapital, Inc. (incorporated by reference to Exhibit 10.1.2 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.1.3 Letter agreement regarding inducement to convert Silexion convertible promissory note, entered into by Silexion Therapeutics Corp and EarlyBirdCapital, Inc. on March 13, 2025 (incorporated by reference to Exhibit 10.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on March 14, 2025) 10.2.1 Ordinary Share Purchase Agreement, dated August 13, 2024 and effective as of the closing date of the Business Combination, by and between Silexion Therapeutics Corp (formerly known as Biomotion Sciences) and White Lion Capital, LLC (incorporated by reference to Exhibit 10.3.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.2.2 Amendment No. 1, effective January 14, 2025, to Ordinary Share Purchase Agreement, dated August 13, 2024 and effective as of the closing date of the Business Combination, by and between Silexion Therapeutics Corp and White Lion Capital, LLC (incorporated by reference to Exhibit 10.3.2 to Silexion Therapeutics Corp’s Registration Statement on Form S-1 (File No. 333-284873), filed with the SEC on February 12, 2025) 10.2.3 Registration Rights Agreement, dated August 13, 2024 and effective as of the closing date of the Business Combination, by and between Silexion Therapeutics Corp (formerly known as Biomotion Sciences) and White Lion Capital, LLC (incorporated by reference to Exhibit 10.3.2 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.3 Amended and Restated Registration Rights and Lock-Up Agreement, dated August 14, 2024 and effective as of the Closing Date, by and among Silexion Therapeutics Corp (formerly known as Biomotion Sciences), Moringa Acquisition Corp, Moringa Sponsor, L.P., the distributees of Sponsor Investment Shares that were issuable to Moringa Sponsor, L.P., EarlyBirdCapital, Inc., certain of Silexion Therapeutics Ltd.’s pre-Business Combination shareholders and Greenstar, L.P. (incorporated by reference to Exhibit 10.4 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.4 Amended and Restated Promissory Note, dated August 15, 2024, issued by Silexion Therapeutics Corp (formerly known as Biomotion Sciences) to Moringa Sponsor, L.P. (incorporated by reference to Exhibit 10.5 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.5 Form of Director and Officer Indemnification Agreement, dated August 15, 2024, by and between Silexion Therapeutics Corp (formerly known as Biomotion Sciences) and each of its executive officers and directors (incorporated by reference to Exhibit 10.6 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.6.1# Employment Agreement, dated April 1, 2022, by and between Silexion Therapeutics Ltd. and Ilan Hadar (incorporated by reference to Exhibit 10.12.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-4 (File No. 333-279281), filed with the SEC on July 12, 2024) . 10.6.2# Amendment No. 1 to Employment Agreement, dated May 2024, by and between Silexion Therapeutics Ltd. and Ilan Hadar (incorporated by reference to Exhibit 10.12.2 to Amendment No. 3 to the Company’s Registration Statement on Form S-4 (File No. 333-279281), filed with the SEC on July 12, 2024) 10.7# Silexion Therapeutics Corp 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 10.8# Silexion Therapeutics Ltd. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Silexion Therapeutics Corp’s Registration Statement on Form S-1 (File No. 333-282017), filed with the SEC on September 10, 2024) 10.9# Silexion Therapeutics Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit 10.14 to Silexion Therapeutics Corp’s Registration Statement on Form S-1 (File No. 333-282017), filed with the SEC on September 10, 2024) 10.10 Securities Purchase Agreement, dated January 15, 2025, by and between the Company and each investor party thereto (incorporated by reference to Exhibit 10.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on January 17, 2025) 10.11 Form of Ordinary Warrant (incorporated by reference to Exhibit 4.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on January 17, 2025) 10.12 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on January 17, 2025) 10.13 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on January 17, 2025) 10.14 Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on January 30, 2025) 10.15 Form of New Warrant (incorporated by reference to Exhibit 10.2 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on January 30, 2025) 10.16 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on January 30, 2025) 19.1* Insider Trading Policy of Silexion Therapeutics Corp 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 21, 2024) 23.1* Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, independent registered public accounting firm of Silexion Therapeutics Corp 31.1* Certification of Silexion Therapeutics Corp’s Chief Executive Officer (Principal Executive Officer) pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Silexion Therapeutics Corp’s Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Silexion Therapeutics Corp’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Silexion Therapeutics Corp Policy for Recovery of Erroneously Awarded Compensation * Filed herewith. # Indicates management contract or compensatory plan, contract or arrangement. Item 16 . Form 10-K Summary Not required. 114 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Silexion Therapeutics Corp By: /s/ Ilan Hadar Name: Ilan Hadar Title: Chairman of the Board and Chief Executive Officer Date: M arch 18, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Ilan Hadar Chairman of the Board and Chief Executive Officer March 18, 2025 Ilan Hadar (Principal Executive Officer) /s/ Mirirt Horenshtein Hadar Chief Financial Officer March 18, 2025 Mirirt Horenshtein Hadar (Principal Financial and Accounting Officer) /s/ Ruth Alon Director March 18, 2025 Ruth Alon /s/ Dror Abramov Director March 18, 2025 Dror Abramov /s/ Ilan Levin Director March 18, 2025 Ilan Levin /s/ Avner Lushi Director March 18, 2025 Avner Lushi /s/ Shlomo Noy Director March 18, 2025 Shlomo Noy /s/ Amnon Peled Director March 18, 2025 Amnon Peled 115 SILEXION THERAPEUTICS CORP CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 SILEXION THERAPEUTICS CORP CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm (PCAOB name: Kesselman & Kesselman C.P.As and PCAOB ID: 1309 ) F-2 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets F-3 - F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency F-6 Consolidated Statements of Cash Flows F-7 - F-8 Notes to Consolidated Financial Statements F-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the board of directors and shareholders of SILEXION THERAPEUTICS CORP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Silexion Therapeutics Corp and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in redeemable convertible preferred shares and capital deficiency and cash flows for the each of the two years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1j to the consolidated financial statements, the Company has suffered recurring losses from operations and has cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1j. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Kesselman & Kesselman Certified Public Accountants (lsr.) A member firm of PricewaterhouseCoopers International Limited Tel-Aviv, Israel March 18, 2025 We have served as the Company's auditor since 2023. Kesselman & Kesselman, 146 Derech Menachem Begin, Tel-Aviv 6492103, Israel, P.O Box 50005 Tel-Aviv 6150001, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il F-2 SILEXION THERAPEUTICS CORP CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands, except share data) December 31 2024 2023 Assets CURRENT ASSETS: Cash and cash equivalents $ 1,187 $ 4,595 Restricted cash 35 25 Prepaid expenses 966 335 Other current assets 62 24 TOTAL CURRENT ASSETS 2,250 4,979 NON-CURRENT ASSETS: Restricted cash 48 25 Long-term deposit 5 5 Property and equipment, net 30 49 Operating lease right-of-use asset 530 198 TOTAL NON-CURRENT ASSETS 613 277 TOTAL ASSETS $ 2,863 $ 5,256 The accompanying notes are an integral part of these consolidated financial statements. F-3 SILEXION THERAPEUTICS CORP CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands, except share data) December 31 2024 2023 Liabilities and redeemable convertible preferred shares, net of capital deficiency CURRENT LIABILITIES: Trade payables $ 929 $ 319 Current maturities of operating lease liability 158 112 Warrants to preferred shares (including $ 0 and $ 186 due to related party, as of December 31, 2024 and December 31, 2023, respectively) - 200 Employee related obligations 642 207 Accrued expenses and other accounts payable 788 1,358 Private warrants to purchase ordinary shares (including $ 1 and $ 0 due to related party, as of December 31, 2024 and December 31, 2023, respectively) 2 - Underwriters Promissory Note 1,004 - TOTAL CURRENT LIABILITIES 3,523 2,196 NON-CURRENT LIABILITIES: Long-term operating lease liability 368 59 Related Party Promissory Note 2,961 - TOTAL NON-CURRENT LIABILITIES $ 3,329 $ 59 TOTAL LIABILITIES $ 6,852 $ 2,255 COMMITMENTS AND CONTINGENT LIABILITIES (Note 7) Convertible Series A Preferred Shares (NIS 0.09 par value, 0 and 56,667 shares authorized as of December 31, 2024 and 2023, 0 and 43,121 shares issued and outstanding as of December 31, 2024 and 2023); Convertible Series A-1 Preferred Shares (NIS 0.09 par value per share, 0 and 13,334 shares authorized as of December 31, 2024 and 2023, 0 and 10,136 shares issued and outstanding as of December 31, 2024 and 2023); Convertible Series A-2 Preferred Shares (NIS 0.09 par value per share, 0 and 22,223 shares authorized as of December 31, 2024 and 2023, 0 and 5,051 shares issued and outstanding as of December 31, 2024 and 2023); Convertible Series A-3 Preferred Shares (NIS 0.09 par value per share, 0 and 8,889 shares authorized as of December 31, 2024 and 2023, 0 and 7,037 shares issued and outstanding as of December 31, 2024 and 2023); Convertible Series A-4 Preferred Shares (NIS 0.09 par value per share 0 and 90,556 and shares authorized as of December 31, 2024 and 2023, respectively 0 and 2,413 ** shares issued and outstanding as of December 31, 2024 and 2023, respectively); TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES - 15,057 CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS - 3,420 TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS $ - $ 18,477 CAPITAL DEFICIENCY: Ordinary shares ($ 0.0009 par value per share, 22,222,222 shares authorized as of December 31, 2024 and 2023; 1,848,711 **** and 97,120 shares issued and outstanding as of December 31, 2024 and 2023, respectively) 2 * Additional paid-in capital 39,263 11,335 Accumulated deficit ( 43,254 ) ( 26,811 ) TOTAL CAPITAL DEFICIENCY $ ( 3,989 ) $ ( 15,476 ) TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS, NET OF CAPITAL DEFICIENCY $ ( 3,989 ) $ 3,001 TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND NON-CONTROLLING INTEREST, NET OF CAPITAL DEFICIENCY $ 2,863 $ 5,256 * Represents an amount less than $1 ** Net of 13,458 treasury shares held by the Chinese Subsidiary as of December 31, 2023 *** All share amounts have been retroactively adjusted to reflect a 1-for-9 reverse share split as discussed in Note 1h **** Net of 421 treasury shares held by the Company as of December 31, 2024 The accompanying notes are an integral part of these consolidated financial statements. F-4 SILEXION THERAPEUTICS CORP CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. dollars in thousands, except share data) Year ended December 31 2024 2023 OPERATING EXPENSES: Research and development (including $ 1,796 and $ 69 from related party, for the year ended December 31, 2024 and December 31, 2023, respectively) $ 5,815 $ 3,708 General and administrative (including $ 2,972 and $ 48 from related party, for the year ended December 31, 2024 and December 31, 2023, respectively) 6,756 973 TOTAL OPERATING EXPENSES 12,571 4,681 OPERATING LOSS 12,571 4,681 Financial expenses (income), net (including $( 1,249 ) and $ 83 from related party, for the year ended December 31, 2024 and December 31, 2023, respectively) 3,938 395 LOSS BEFORE INCOME TAX $ 16,509 $ 5,076 INCOME TAX 10 32 NET LOSS FOR THE YEAR $ 16,519 $ 5,108 Attributable to: Equity holders of the Company 16,443 4,942 Non-controlling interests 76 166 $ 16,519 $ 5,108 LOSS PER ORDINARY SHARE, BASIC AND DILUTED* $ 26.36 $ 44.23 WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE*: 623,846 111,726 * All share amounts have been retroactively adjusted to reflect a 1-for-9 reverse share split as discussed in Note 1h The accompanying notes are an integral part of these consolidated financial statements. F-5 SILEXION THERAPEUTICS CORP CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CAPITAL DEFICIENCY (U.S. dollars in thousands, except per share data) Redeemable Convertible Preferred Shares Ordinary shares Additional paid-in Capital Accumulated deficit Total capital deficiency Total redeemable convertible preferred shares and contingently redeemable non-controlling interests, net of capital deficiency Series A preferred shares Series A-1 preferred shares Series A-2 preferred shares Series A-3 preferred shares Series A-4 preferred shares Contingently redeemable non-controlling interests Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Amount Shares Amount BALANCE AT JANUARY 1, 2023 43,121 $ 7,307 10,136 $ 2,392 5,051 $ 2,264 7,037 $ 2,683 - - $ 3,586 97,120 * $ 11,204 $ ( 21,869 ) $ ( 10,665 ) $ 7,567 CHANGES DURING 2023: Issuance of Preferred A-4 shares, net of issuance cost, see Note 9(1) 2,413 $ 411 1 1 412 Share-based compensation 130 130 130 Net loss ( 166 ) ( 4,942 ) ( 4,942 ) ( 5,108 ) BALANCE AT DECEMBER 31, 2023 43,121 $ 7,307 10,136 $ 2,392 5,051 $ 2,264 7,037 $ 2,683 2,413 $ 411 $ 3,420 97,120 * $ 11,335 $ ( 26,811 ) $ ( 15,476 ) $ 3,001 CHANGES DURING 2024: Exercise of pre-funded options 13,780 ** * * * Share-based compensation 78,650 * 5,862 5,862 5,862 Issuance of convertible preferred shares upon net exercise of warrants 140 - 925 $ 334 - - - 334 Net loss ( 76 ) ( 16,443 ) ( 16,443 ) ( 16,519 ) Conversion of convertible preferred shares and noncontrolling interests upon the effectiveness of the SPAC Merger (see Note 1(d)) ( 43,121 ) $ ( 7,307 ) ( 10,276 ) $ ( 2,392 ) ( 5,051 ) $ ( 2,264 ) ( 7,037 ) $ ( 2,683 ) ( 3,338 ) $ ( 745 ) $ ( 3,344 ) 478,073 1 18,734 18,735 - Issuance of ordinary shares upon Transactions (see Note 1(d)) 417,375 * * * Issuance of ordinary shares for ELOC holders, see Note 3(d) 763,713 1 3,332 3,333 3,333 BALANCE AT DECEMBER 31, 2024 - , - - , - - , - - , - - , - - , - - , - - , - - , - - , - - , - 1,848,711 **** $ 2 $ 39,263 $ ( 43,254 ) $ ( 3,989 ) $ ( 3,989 ) * Represents an amount less than $1 ** Represents exercises of fully vested pre-funded options for the Company’s ordinary shares at an exercise price of $0.0226 or 0.0226 NIS per share *** All share amounts have been retroactively adjusted to reflect a 1-for-9 reverse share split as discussed in Note 1h **** Net of 421 treasury shares held by the Company as of December 31, 2024 The accompanying notes are an integral part of these consolidated financial statements. F-6 SILEXION THERAPEUTICS CORP CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollars in thousands, except share data) Year ended December 31 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 16,519 ) $ ( 5,108 ) Adjustments required to reconcile loss to net cash used in operating activities: Depreciation 25 45 Share-based compensation expenses 5,862 130 Non-cash loss upon entering Transactions 4,783 - Other non-cash financial expenses (income) ( 1,051 ) 318 Loss (gain) on disposal of property and equipment 16 ( 1 ) Loss from lease termination 68 - Changes in operating assets and liabilities: Increase in prepaid expenses ( 631 ) ( 329 ) Decrease (increase) in other current assets ( 38 ) 18 Increase in trade payable 610 79 Net change in operating lease ( 57 ) 6 Increase (decrease) in employee related obligations 435 ( 46 ) Increase (decrease) in accrued expenses and other accounts payable ( 1,899 ) 359 Net cash used in operating activities ( 8,396 ) ( 4,529 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from short-term deposit - 507 Purchase of property and equipment ( 22 ) ( 12 ) Proceeds from sale of property and equipment - 78 Net cash provided by (used in) investing activities ( 22 ) 573 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of preferred shares and warrants, net of issuance costs - 522 Proceeds from exercise of pre-funded options * - Net proceeds from issuance of ordinary shares (ELOC) 3,054 - Cash received from Transactions upon the effectiveness of the SPAC Merger 2,300 - Payment of Underwriters Promissory Note ( 250 ) - Net cash provided by financing activities 5,104 522 DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 3,314 ) ( 3,434 ) EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 61 ) ( 230 ) BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR 4,645 8,309 BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR $ 1,270 $ 4,645 * Represents an amount less than $1 The accompanying notes are an integral part of these consolidated financial statements. F-7 SILEXION THERAPEUTICS CORP CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollars in thousands, except share data) Year ended December 31 2024 2023 Appendix A - RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents 1,187 4,595 Restricted cash 83 50 TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS $ 1,270 $ 4,645 Appendix B - SUPPLEMENTARY INFORMATION: SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: Derecognition of right-of-use asset recognized and lease liability as a result of operating lease termination $ ( 89 ) - Conversion of preferred shares to ordinary shares $ 15,391 - Conversion of warrants to preferred shares on a cashless basis $ 334 - Conversion of non-controlling interests to New Silexion ordinary shares $ 3,344 - Shares issued for ELOC financing liability $ 312 - Right-of-use asset recognized with a corresponding lease liability $ 506 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ 27 - Interest received $ 28 $ 153 F-8 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL: a. Silexion Therapeutics Corp (“New Silexion”) (hereinafter - the “Company” or the “Combined Company”) is a recently formed entity that was formed for the purpose of effecting the Transactions (as defined below). Following the closing of the Transactions on August 15, 2024 (the “Closing”), New Silexion now serves as a publicly-traded holding company that has two primary wholly-owned subsidiaries —Moringa Acquisition Corp (“Moringa” or the “SPAC”), a Cayman Islands exempted company, and Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (“Silexion”), an Israeli limited company. b. Financial Information Presented: From its formation on April 2, 2024 until the Closing of the Transactions on August 15, 2024, the Company had no operations and had been formed for the sole purpose of entering into the Transactions and serving as the publicly-traded company following the Transactions. Silexion, on the other hand, as the accounting acquirer in the Transactions and the predecessor entity to the Company from an accounting perspective, had active operations during earlier periods of time, prior to the Transactions. Consequently, these financial statements reflect the financial information of Silexion (as the predecessor entity to the Company) through August 15, 2024 and the financial information of New Silexion (as the combined company following the Transactions) from August 16, 2024 forward. c. Subsidiaries: The Company has three subsidiaries as of December 31, 2024: 1. Silexion . Silexion was incorporated in Israel and began its operations on November 30, 2008. Since its incorporation, Silexion has been engaged in one operating segment - the research and development of innovative treatments for pancreatic cancer based on siRNAs, aiming to stop the production of a specific pancreatic cancer-causing protein known as the KRAS mutation. Silexion’s long-lived assets are located in Israel. 2. Silenseed (China) Ltd. On April 28, 2021, Silexion (as the predecessor entity to the Company) signed an agreement with Guangzhou Sino-Israel Biotech Investment Fund (“GIBF”) to establish a new company in China. On June 15, 2021 a company was established in China, named Silenseed (China) Ltd. (hereinafter - the “Chinese Subsidiary”). As of December 31, 2024, following transfer of all interests in the Chinese Subsidiary to the Company as part of the Transactions, the Company owns (directly or indirectly) 100 % of the shares of the Chinese Subsidiary. The Chinese Subsidiary has no significant operations as of December 31, 2024. 3. Moringa . Prior to the Transactions (commencing on February 17, 2021), Moringa’s class A ordinary shares and warrants were listed for trading on the Nasdaq Capital Market (Nasdaq: MACA and MACAW). As part of the Transactions, Moringa merged with a wholly-owned subsidiary of the Company and now serves as an inactive, wholly-owned subsidiary of the Company. Following the Transactions, Moringa is no longer listed for trading on the Nasdaq Capital Market. 4. The Company, the Chinese Subsidiary, Moringa and Silexion are together referred to hereinafter as the “Group”. F-9 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL (continued): d. On April 3, 2024, Silexion entered into an Amended and Restated Business Combination Agreement (hereinafter, the “A&R BCA”) with the SPAC, New Silexion, August M.S. Ltd. an Israeli company and wholly-owned subsidiary of New Silexion (“Merger Sub 1”), and Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and wholly-owned subsidiary of New Silexion (“Merger Sub 2”). Under the A&R BCA, both Silexion and the SPAC were to become wholly-owned subsidiaries of New Silexion, which was to become a publicly-held, Nasdaq-listed entity (the A&R BCA and related transactions: the “Transactions”). On August 15, 2024, the parties completed the Transactions pursuant to which Merger Sub 2 merged with and into the SPAC, with the SPAC continuing as the surviving company of such merger and a wholly-owned subsidiary of New Silexion (the “SPAC Merger”), and Merger Sub 1 merged with and into Silexion, with Silexion continuing as the surviving company of such merger and a wholly-owned subsidiary of New Silexion (the “Acquisition Merger”). Upon the effectiveness of the SPAC Merger, each outstanding SPAC Class A ordinary share and the sole outstanding SPAC Class B ordinary share was converted into an ordinary share of New Silexion on a one-for-one basis. Each outstanding warrant to purchase one SPAC Class A ordinary share was converted into a warrant to purchase one New Silexion ordinary share, at the same exercise price. Upon the effectiveness of the Acquisition Merger, each outstanding ordinary share and each outstanding preferred share of Silexion was converted into 3.9829 ordinary shares of New Silexion, before adjustment for a subsequent reverse share split (the “Silexion Equity Exchange Ratio”). See Note 1h for post-reverse share split figures. Each outstanding Silexion warrant and Silexion option to purchase one Silexion share, and Silexion restricted share unit (RSU) that may be potentially settled for one Silexion share, was to become exercisable for, or became subject to settlement for (as applicable), such number of New Silexion ordinary shares as were equal to the Silexion Equity Exchange Ratio. The exercise price per New Silexion ordinary share of each such converted Silexion option and Silexion warrant was to be adjusted based on dividing the existing per share exercise price by the Silexion Equity Exchange Ratio. The terms of vesting, exercise and/or settlement, as applicable, of such converted options, warrants and RSUs were to remain the same following such conversion, except that the vesting of each Silexion option was to accelerate immediately prior to the Acquisition Merger, such that the New Silexion option into which it was to be converted was to be fully vested, and all Silexion warrants were to be exercised (on a cashless basis) immediately prior to the Acquisition Merger. Immediately prior to the Closing seven directors were elected to New Silexion’s board of directors, of whom five were designated by Silexion and two were designated by the SPAC’s sponsor (the “Sponsor”). The A&R BCA also required, as a closing condition, the transfer of the remaining outstanding shares of the Chinese Subsidiary held by GIBF to Silexion prior to the closing of the Business Combination in exchange for the issuance to GIBF of shares of Silexion, which were converted into ordinary shares of New Silexion in accordance with the Silexion Equity Exchange Ratio upon the closing. e. In connection with the closing of the Transactions, the ordinary shares and warrants of New Silexion are now listed on the Nasdaq Global Market and began trading under the symbols “SLXN” and “SLXNW”, respectively. f. For more information on instruments issued as part of the Transactions, see Note 3. F-10 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL (continued): g. The Transactions were accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Silexion was treated as the accounting acquirer and the SPAC was treated as the “acquired” company for financial reporting purposes. Silexion was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Silexion’s shareholders hold approximately 61.55 % of the outstanding voting interests in New Silexion upon the closing of the Transactions; • Silexion’s senior management comprise the senior management of New Silexion; • the directors nominated by Silexion constitute a majority of the board of directors of New Silexion (five out of seven of the initial directors); • Silexion’s operations comprise the ongoing operations of New Silexion; and • Silexion’s name is the name used by New Silexion (in replacement of Biomotion Sciences). Under the reverse recapitalization accounting method, the Transactions were deemed to be the equivalent of a capital transaction in which Silexion issued shares for the net assets of the SPAC. The net assets of the SPAC were stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the Transactions are those of Silexion. In accordance with the applicable guidance to reverse recapitalization, the equity structure has been retroactively adjusted in all comparative periods up to the date of the Closing (the “Closing Date”), to reflect the number of New Silexion’s ordinary shares, $ 0.0001 par value per share (before adjustment for a subsequent reverse share split, which reverse share split is described in Note 1h) issued to legacy Silexion shareholders in connection with the reverse recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to legacy Silexion shareholders prior to the reverse recapitalization have been retroactively restated as shares reflecting the exchange ratio established pursuant to the Transactions. In conjunction with the reverse recapitalization, Silexion’s ordinary shares underwent a 1-for-3.9829 conversion (before adjustment for a subsequent reverse share split). Reconciliation of the SPAC Merger to the Company's Consolidated Financial Statements The following table reconciles the elements of the Transactions to the consolidated statements of cash flows: Recapitalization Accrued expenses assumed 1,329 Warrants to ordinary shares assumed 1,130 Related Party Promissory Note issued 3,288 Underwriters Promissory Note issued 1,336 Less: Loss upon entering Transactions ( 4,783 ) Effect of reverse recapitalization, net of transaction costs 2,300 h. On November 22, 2024, the Company announced a prospective 1-for-9 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares. The reverse share split resulted a corresponding increase in the par value of the Company’s ordinary shares, from $ 0.0001 per share to $ 0.0009 per share. No fractional shares have been issued as a result of the reverse split, as any fractional share totals to which shareholders become entitled have been rounded up to the nearest whole number of shares. The reverse share split became effective after market close on November 27, 2024, and the Company’s ordinary shares began trading on a reverse split-adjusted basis on the Nasdaq Global Market on November 29, 2024. All references made to ordinary shares, preferred shares and per share amounts (for each of New Silexion, Silexion and Moringa) in these consolidated financial statements, unless otherwise indicated, have been retroactively adjusted to reflect the reverse share split. F-11 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL (continued): i. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations. In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization), Israel’s southern border with the Gaza Strip (with the Hamas terrorist organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. Further, on April 13, 2024, and on October 1, 2024, Iran launched a series of drone and missile strikes against Israel. As of December 31, 2024 a ceasefire agreement has been reached between Israel and Lebanon. The Company’s headquarters are located in the central region of Israel. As of the issuance date of these consolidated financial statements, these conflicts have not had a material impact on the Company’s results of operations or financial position, if at all. The Company cannot currently predict the intensity or duration of Israel’s war, however, as most of the Company’s trials are not executed in Israel, the Company does not believe that the war will have any material impact on its ongoing operations. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees. Any additional hostilities involving Israel, or the interruption or curtailment of trade between Israel and its trading partners, could adversely affect the Company’s operations and results of operations and could make it more difficult for the Company to raise capital. j. Going concern: Since its inception, the Company (and, prior to the Transactions, its predecessor, Silexion) 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 (or, for those periods prior to the Transactions, its predecessor, Silexion) has incurred losses of $ 16,519 and $ 5,108 for the years ended on December 31, 2024 and December 31, 2023, respectively. During the year ended on December 31, 2024, the Company (including Silexion, for periods prior to the Transactions) had negative operating cash flows of $ 8,396 . As of December 31, 2024, the Company had cash and cash equivalents of $ 1,187 . On January 15, 2025, the Company raised financing of $ 5,000 by public offering of ordinary shares, pre-funded warrants, and ordinary warrants. Additionally, a total of $ 864 was received from the exercise of warrants and pre-funded warrants. On January 29, 2025, the Company raised financing of $ 3,267 by induced warrant exercise transaction (see Note 16). 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. Under these circumstances, in accordance with the requirements of ASC 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the date these financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. F-12 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: a. Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). 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 and share-based compensation (see Notes 12 and 11, respectively). 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. c. Functional currency The Company's operations are currently conducted in Israel and some of the Company's expenses are currently paid in new Israeli shekels ("NIS"); however, the markets for the Company's future products are located outside of Israel. Financing activities are conducted in U.S. dollar (“dollar” or "$"). The Company's management believes that the US dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar. The functional currency of Silexion is the U.S. dollar, inter alia, in light of the composition of expenses and expected volume of intercompany transactions with the Company. Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non- U.S. dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions — exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) — historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. d. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The financial statements of the Company and its subsidiaries are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. e. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. Bank balances for which use by the Company is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash. If the contractual restrictions to use the cash extend beyond 12 months after the end of the reporting period, the related amounts are classified as non-current in Balance sheets. F-13 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): f. Restricted cash As of December 31, 2024 and 2023, the Company pledged an amount of $ 57 and $ 25 , respectively in favor of a bank as collateral for guarantees provided to secure the lease payments. The Company is required to hold a minimum amount of NIS 95 in its bank account in order to maintain availability of a credit line from its credit card company. The Company includes its restricted cash in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the combined statement of cash flows. g. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers 33 Office furniture 7 - 15 Leasehold improvements * * Leasehold improvements are amortized by the straight-line method over the expected lease term, which is shorter than the estimated useful life of the improvements. h. Employee rights upon retirement The Company is required to make severance payments upon dismissal of an employee or upon termination of employment in certain circumstances. In accordance with the current employment terms with all of its employees located in Israel, and pursuant to Section 14 of the Israeli Severance Pay Law, 1963, the Company makes and has been continuously making, since the beginning of employment of each of its current employees, regular deposits, at a rate of 8.33 % of their monthly salary, with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s full severance pay obligation. Under these circumstances, the Company is currently relieved from any severance pay liability with respect to each such employee. Neither the liability in respect of these employees nor the credit for the amounts funded are reflected on the Company’s consolidated balance sheets, as the amounts funded are not under the control or management of the Company and the severance pay risks have been irrevocably transferred to the applicable insurance companies. The amounts of severance payment expenses were $ 122 and $ 74 for the years ended December 31, 2024 and 2023, respectively. F-14 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): i. 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. j. Financial instruments issued When the Company issued preferred shares, it first considered the provisions of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the preferred share should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzed the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s redeemable convertible preferred shares were not mandatorily or currently redeemable. However, they included clauses that could constitute as in-substance redemption clauses that were outside of the Company’s control. As such, all shares of redeemable convertible preferred shares had been presented outside of permanent equity. The Redeemable Convertible Preferred Shares were converted into ordinary shares in the framework of the recapitalization transaction as described in Note 1(d). When the Company issued other freestanding instruments, the Company first analyzed the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. If the instrument was not within the scope of ASC 480, the Company further analyzed the provisions of ASC 815-40 in order to determine whether the instrument should be classified within equity or classified as an asset or liability, with subsequent changes in fair value recognized in the statements of operations in each period. The Company’s issued financial instruments convertible to preferred shares were in the scope of ASC 480. For further details see Note 8. F-15 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): k. Contracts over Ordinary Shares When the Company becomes party to freestanding financial instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Warrants to purchase ordinary shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Under ASC 815-40, contracts that are not indexed to the Company’s own stock are classified as liabilities recorded at fair value, As such, the Company classifies private warrants (see Note 3(e)) as liabilities and measures them at their fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, or upon reassessment of classification. Similarly, the Company classifies the ELOC Agreement entered into (see Note 3(d)) as a derivative instrument measured at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own stock. The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification. l. Promissory Notes Under the Fair Value Option Subsection of ASC Subtopic 825-10, the Company has an irrevocable option to designate certain financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. The Company designated the Promissory Notes issued as part of the Transactions under the fair value option. See Note 3(a) and (b). Fair value gains and losses include interest expenses. m. Redeemable Non-controlling Interest Non-controlling interests with embedded redemption features, whose settlement is not at the Company’s discretion, are considered redeemable non-controlling interests. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section between liabilities and equity on the Company's consolidated balance sheets. Redeemable non-controlling interests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or its redemption value. Subsequent adjustment of the amount presented in temporary equity is currently not required because the Company's management estimates that it was not probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital. As indicated in Note 1 above, following the Transaction, the redeemable non-controlling interests held by GIBF were converted into ordinary shares of the Company and are no longer outstanding. F-16 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): n. Share-based compensation The Company’s employees and non-employees share-based payment awards are classified as equity awards. The Company accounts for these awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period using the straight-line method. The Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the straight-line method based on the multiple-option award approach. Forfeitures are recognized as they occur. The Company accounts for its non-employees’ equity-classified share-based payment in a similar manner. o. Research and development expenses Research and development costs are charged to the statements of operations as incurred. Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of payroll and subcontractors, as well as share-based payments. Advance payments for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as an expense as the related goods are used or the services are rendered. Grants received from the Israeli Innovation Authority (“IIA”) for approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and included as a deduction from research and development expenses, see Note 7. The Company did not receive any grants during 2023 and 2024. p. Leases The Company recognizes operating lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts representing the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The discount rate for the lease is the rate in the lease unless that rate cannot readily determined. As the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. During the reporting periods, the Company has only operating leases. Payments under the Company’s lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use assets and liabilities. The Company elected the practical expedient not to separate lease and non-lease components. The Company has made a policy election not to capitalize leases with a term of 12 months or less. F-17 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): q. Loss per share The Company computes basic loss per share in accordance with ASC Topic 260, Earnings per Share, by dividing the net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, and fully vested pre-funded options for the Company's ordinary shares at an exercise price of $ 0.0226 or 0.0226 NIS per share. The Company considers these shares to be exercised for little to no additional consideration. Diluted loss per share is computed by considering the potential dilution that could occur upon the exercise of awards granted under share-based compensation plans and equity-classified instruments using the treasury stock method. Impact of liability-classified instruments on diluted loss per share is considered using the if-converted method. Diluted loss per share excludes all dilutive potential ordinary shares if their effect is anti-dilutive. Prior to the Transactions, the Company calculated loss per share using the two-class method required for participating securities. This method entails allocating income available to ordinary shareholders for the period between ordinary shares and participating securities based on their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its redeemable convertible preferred shares to be participating securities, as the holders of the redeemable convertible preferred shares were entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all redeemable convertible preferred shares into ordinary shares. However, these participating securities did not contractually require the holders to participate in the Company's losses. Consequently, net loss for the applicable periods presented was not allocated to the Company's participating securities. r. Income taxes: 1) Deferred taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company has provided a full valuation allowance with respect to its deferred tax assets. 2) Uncertainty in income tax The Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of being realized upon ultimate settlement. s. 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 short-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. F-18 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): t. Impairment of long-lived assets The Company tests long-lived assets for impairment whenever events or circumstances indicate the carrying amount may not be recoverable. If the sum of expected future cash flows (undiscounted and without interest charges) of the assets is less than the carrying amount of such assets, an impairment loss would be recognized. The assets would be written down to their estimated fair values, calculated based on the present value of expected future cash flows (discounted cash flows), or some other fair value measure. For the years ended December 31, 2024 and 2023, the Company did not recognize an impairment loss for its long-lived assets u. Comprehensive Loss Comprehensive loss includes no items other than net loss. v. Loss Contingencies Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. Management applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2024, and December 31, 2023, no contingent liabilities have been recognized. w. New accounting pronouncements: The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent with the adoption dates of private companies. Recently Adopted accounting pronouncements: 1) In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU also requires that a public entity that has a single reportable segment must provide all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The Company adopted the ASU on January 1, 2024 - see Note 15. Recently issued accounting standards not yet adopted: 1) In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development). The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. 2) In December, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU will be effective for fiscal years beginning after December 15, 2025, and allows adoption on a prospective basis, with a retrospective option. The Company is in the process of assessing the impacts and method of adoption. F-19 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued): 3) In June 2022, the FASB issued ASU 2022-03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring its fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions. As an Emerging Growth Company, the ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that ASU 2022-03 will have on its consolidated financial statements and related disclosures. NOTE 3 – FINANCIAL INSTRUMENTS ISSUED AND ASSUMED IN TRANSACTIONS a. Underwriters Promissory Note Prior to the Closing, Moringa reached agreement with EarlyBird Capital, Inc. (“EarlyBird”), which served as the underwriter for Moringa’s IPO, on the reduction, to $ 1,600 , in the aggregate, of the fee payable to EarlyBird under the Marketing Agreement entered into by Moringa with EarlyBird at the time of Moringa’s initial public offering (“IPO”). At the Closing, Moringa paid $ 350 of cash to EarlyBird from its trust account and New Silexion issued to EarlyBird a convertible promissory note, due December 31, 2025, in an amount of $ 1,250 to be paid by New Silexion to EarlyBird in cash or, at the election of EarlyBird upon maturity, via conversion of outstanding amounts into ordinary shares of New Silexion (the “Underwriters Promissory Note”). The Underwriters Promissory Note bears interest at a rate of 6 % per annum and matures on December 31, 2025. If not repaid on or prior to that maturity date or such earlier date as to which the repayment obligation may be accelerated under the note, or not converted by EarlyBird upon maturity into ordinary shares of New Silexion in accordance with the terms thereof, the rate of interest applicable to the unpaid principal amount would be adjusted to 15 % per annum. New Silexion is required to make mandatory prepayments on the note in amounts equal to 10 % of the gross proceeds received by New Silexion from any equity financing consummated by it prior to the maturity date. New Silexion is entitled to voluntarily prepay, in cash, any additional part of, or all of, the principal and accrued interest, in one or more installments without penalty, prior to the maturity date. F-20 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 3 – FINANCIAL INSTRUMENTS ISSUED AND ASSUMED IN TRANSACTIONS (continued): EarlyBird, in turn, may elect, at its sole discretion, on the maturity date, to convert all or part of the then outstanding principal and/or accrued interest under the Underwriters Promissory Note into New Silexion ordinary shares, at a per share conversion price equal to 95 % of the volume weighted average price of a New Silexion ordinary share for the five trading days immediately prior to (but not including) the maturity date of the Underwriters Promissory Note . As of December 31, 2024, the Company has repaid $ 250 of the principal amount of the Underwriters Promissory Note as required in connection with its equity financing activities under the ELOC Agreement; see Note 3(d). As of the date these financial statements were authorized for issuance, the Company repaid $ 808 of the Underwriters Promissory Note plus $ 15 for EarlyBird’s legal expenses, in respect of the Note Conversion Inducement Agreement, followed by a final payment of $ 136 for the retirement of the Underwriters Promissory Note. See Note 16(c). b. Sponsor/Related Party Promissory Note Effective as of the Closing, New Silexion issued to 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 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 Date. The maturity date of the Related Party Promissory Note is the 30-month anniversary of the Closing Date (i.e., February 15, 2027). Amounts outstanding under the Related Party Promissory Note may be repaid (unless otherwise decided by New Silexion) only by way of conversion into New Silexion ordinary shares (“Note Shares”). New Silexion and the Sponsor may also convert amounts outstanding under the Related Party Promissory Note at the price per share at which New 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 New Silexion ordinary shares issued and sold by New Silexion in such equity financing. The Sponsor may also elect to convert amounts of principal outstanding under the note into New Silexion ordinary shares at any time following the 24-month anniversary of the Closing Date, subject to a minimum conversion of $ 10 , at a price per share equal to the volume weighted average price of the New Silexion ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date. As of the date of these financial statements, neither the Company nor the Sponsor has converted into New Silexion ordinary shares, and the Company has not prepaid, any principal amounts under the Related Party Promissory Note. c. PIPE Financing In connection with, and immediately prior to the Closing of the Transactions, Moringa raised $ 2,000 via a private investment in public entity financing (the “PIPE Financing”), whereby Moringa sold to Greenstar, LP, an affiliate of the Moringa Sponsor (the “PIPE Investor”), 22,223 newly issued Moringa ordinary shares at a price of $ 90.00 per share, pursuant to a subscription agreement, dated as of August 15, 2024, by and among Moringa, New Silexion and the PIPE Investor (the “PIPE Agreement”). Those 22,223 shares are automatically converted upon the Closing of the Transactions into an equivalent number of New Silexion ordinary shares (the “PIPE Shares”). d. ELOC Financing In connection with the Closing, New Silexion entered into an ordinary share purchase agreement, effective as of the Closing Date (the “ELOC Agreement”), for an equity line of credit (the “ELOC”) with White Lion Capital, LLC (the “ELOC Investor”), whereby New Silexion will be able to request to sell to the ELOC Investor, and the ELOC Investor will be required to purchase, via private placement transactions, up to $ 15,000 of New Silexion ordinary shares from time to time after the Closing, up until December 31, 2025 (unless the agreement is terminated sooner), subject to certain limitations and conditions as described therein. The number of New Silexion ordinary shares that New Silexion may require the ELOC Investor to purchase in any single sales notice will depend on a number of factors, including the type of purchase notice that New Silexion delivers. Similarly, the purchase price to be paid by the ELOC Investor for any shares that New Silexion requires it to purchase will depend on the type of sales notice that New Silexion delivers. F-21 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 3 – FINANCIAL INSTRUMENTS ISSUED AND ASSUMED IN TRANSACTIONS (continued): Purchase price is determined with reference to either the lowest daily volume-weighted average price of the Company’s ordinary shares during a period of three consecutive business days beginning on the notice date, multiplied by 0.97 , or by the lowest traded price of the Company’s ordinary shares on the notice date. Pursuant to the ELOC Agreement, New Silexion agreed, among other things, that if New Silexion’s sales to the ELOC Investor under the ELOC exceed 19.99 % of New Silexion’s total number of ordinary shares outstanding, New Silexion will seek the approval of its shareholders for the issuance of any New Silexion ordinary shares under the ELOC in excess of that amount, in accordance with the Nasdaq Listing Rules, subject to certain exceptions based on the price of the New Silexion ordinary shares to be sold in excess of that limit. In consideration for the commitments of the ELOC Investor, New Silexion agreed to issue to the ELOC Investor an aggregate of $ 337.5 of New Silexion ordinary shares (the “ELOC Commitment Shares”). On September 18, 2024 the Company issued 40,602 ordinary shares to the ELOC Investor as the ELOC Commitment Shares. Issuance expenses amounted to $ 52 . During the year ended December 31, 2024, the Company sold 723,111 ordinary shares under the ELOC at an average price of $ 4.22 per share, net of fees of approximately $ 20 . The net proceeds from those sales were $ 3,054 . For further information see Note 12. e. SPAC Warrants On the Closing Date, Moringa, New Silexion and Continental Stock Transfer & Trust Company (“CST”) entered into a certain Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”). The New Warrant Agreement amended Moringa’s Warrant Agreement, dated as of February 19, 2021, to provide for the assignment by Moringa of all its rights, title and interest in the warrants of Moringa to New Silexion. Upon Closing, New Silexion assumed 638,889 warrants sold by Moringa in its IPO (“Public Warrants”) and 21,112 warrants sold by Moringa to the Sponsor and EarlyBird concurrently with its IPO (the “Private Warrants”, and together with the Public Warrants, the “Warrants”). Each such Warrant entitles the holder thereof to purchase one ordinary share of New Silexion at a price of $ 103.5 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants. Each Warrant became exercisable 30 days after the Closing and will expire five years after the Closing Date or earlier upon liquidation of the Company. Once the Public Warrants became exercisable, the Company is permitted to redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s ordinary shares equals or exceeds $162.00 per share (as adjusted) for any 20 trading days within any 30-trading day period, beginning on the 30th day after the Closing and ending on the third trading day prior to the date on which the Company sends a notice of redemption to the Public Warrant holders. Following the Closing through December 31, 2024, the Company’s ordinary shares have not yet traded at the requisite price so as to enable the Company to redeem any Public Warrants. The Private Warrants are identical to the Public Warrants except that, for so long as they are held by the Sponsor, EarlyBird or their respective affiliates, the Private Warrants: (1) are not redeemable by the Company; (2) could not (subject to certain limited exceptions), be transferred, assigned or sold by the holders thereof until 30 days after the Closing; (3) may be exercised by the holders thereof on a cashless basis; and (4) are entitled to registration rights. The Company recognized a net liability in respect of the Private Warrants, measured at fair value through profit or loss, from the Transactions (see also Note 2k). As such, transaction costs related to the Transactions were expensed as incurred. Public Warrants meet the criteria for equity classification and are recognized as equity. F-22 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 4 - PROPERTY AND EQUIPMENT, NET: The composition of property and equipment, grouped by major classifications, is as follows: December 31 2024 2023 Cost: Computers $ 87 $ 75 Office furniture 12 2 Leasehold improvements - 56 $ 99 $ 133 Accumulated depreciation: Computers 67 55 Office furniture 2 2 Leasehold improvements - 27 $ 69 $ 84 Property and equipment, net $ 30 $ 49 Depreciation expenses were $ 25 and $ 45 in the years ended December 31, 2024 and 2023, respectively. NOTE 5 - LEASES: a. On August 15, 2024, Silexion vacated its office spaces and facilities in Israel. On September 8, 2024, an early termination agreement for the operating lease was signed with the landlord, which included a termination penalty. As a result, Silexion derecognized the right-of-use asset and the lease liability in its financial statements, recording a loss of $ 68 from the lease termination and an additional loss of $ 16 from the disposal of leasehold improvements. b. On September 26, 2024 Silexion signed a new lease agreement for an office in Israel starting November 1, 2024 and ending on October 31, 2026 (initial term of two years and extension options reasonably certain to be exercised ending October 31, 2028). Silexion will pay quarterly fixed payments to the lessor (including payments for common area maintenance). Lease payments are indexed to the Israeli consumer price index (“CPI”). Silexion provided the lessor with a bank guarantee as a rental security. The bank, in turn, placed a pledge over restricted cash of $ 48 . Operating lease costs for the years ended December 31, 2023 and 2024 are as follows: Year Ended December 31, 2024 2023 Fixed payments and variable payments that depend on an index or rate: Office and operational lease expenses $ 144 $ 131 Variable lease cost (included in the operating lease costs) $ 8 $ 9 Loss from lease termination $ 68 - Total operating lease costs $ 220 $ 140 F-23 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 5 - LEASES (continued): Operating cash flows, for amounts included in the measurement of lease liabilities, are as follows: Year Ended December 31, 2024 2023 Office and operational spaces lease expenses $ 130 $ 101 Termination penalty $ 34 - Total $ 164 $ 101 Supplemental information related to operating leases is as follows: Year Ended December 31, 2024 2023 Operating lease right-of-use assets $ 530 $ 198 Operating lease liabilities $ 526 $ 171 Weighted average remaining lease term (years) 3.84 1.58 Weighted average discount rate 11.28 % 12.69 % As of December 31, 2024, Silexion has not entered into lease agreements that include options to extend them that are not included in the measurement of the lease liability. The following table outlines maturities of Silexion operating lease liabilities as of December 31, 2024: Operating lease liabilities 2025 $ 165 2026 167 2027 172 2028 132 Total undiscounted lease payments $ 636 Less - imputed interest $ 110 Present value of lease liabilities $ 526 NOTE 6 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION: Statement of operations: a. Research and development expenses: Year ended December 31, 2024 2023 Payroll and related expenses $ 1,231 $ 895 Share-based compensation expenses 2,424 78 Subcontractors and consultants 1,890 2,467 Materials 3 13 Rent and maintenance 205 160 Travel expenses 13 37 Other 49 58 $ 5,815 $ 3,708 F-24 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 6 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION (continued): b. General and administrative expenses: Payroll and related expenses $ 1,154 $ 304 Share-based compensation expenses 3,438 52 Professional services 1,632 386 Depreciation 25 45 Rent and maintenance 89 86 Patent registration 43 22 Travel expenses 106 31 Other 269 47 $ 6,756 $ 973 c. Financial expense, net: Change in fair value of financial liabilities measured at fair value (including ELOC) $ ( 1,150 ) $ 86 Issuance costs 52 3 Loss upon entering Transactions 4,783 - Interest income, net ( 1 ) ( 153 ) Foreign currency exchange loss, net 247 453 Other 7 6 Total financial expense, net $ 3,938 $ 395 NOTE 7 - COMMITMENTS AND CONTINGENT LIABILITIES: From 2009 to 2020, Silexion received several approvals from the IIA for participation in research and development activities performed by Silexion (“Support Grants”) in a total amount of $ 5.8 million. The Company is obligated to pay royalties to the IIA amounting to 3 %- 5 % of the sales of the core products and other related revenues generated from such projects, up to 100 % of the Support Grants received, linked to the U.S. dollar and bearing interest at the rate of LIBOR. The obligation to pay these royalties is contingent upon actual sales of the products and, in the absence of such sales, no payment is required. In October 2023, it was published that the interest rate on the Support Grants will be replaced with the 12 -month term Secured Overnight Financing Rate (SOFR) published on the first trading day of each calendar year. As of January 1, 2024, due to the cancellation of the LIBOR interest rate, the amount of the obligation is bearing 12-month term SOFR interest rate. As of December 31, 2024, the total royalty amount that may be payable by the Company is approximately $ 5.8 million ($ 6.5 million including interest). NOTE 8 - WARRANTS TO PURCHASE PREFERRED SHARES: a) Regarding the Series A-4 Preferred Shares of Silexion, Silexion issued warrants to acquire 2,413 Series A-4 Preferred Shares to various investors, with an exercise price of $ 222.92 per share and an expiration date of May 30, 2025. Issuance expenses amounted to $ 3 . On August 6, 2024, all of these warrants were exercised in a ‘cashless’ manner for 925 Preferred A4 shares of Silexion. Silexion classified the warrants for the purchase of its convertible redeemable preferred shares as a liability in its (now, the Company’s) consolidated balance sheets, as these warrants were freestanding financial instruments for which the underlying shares were contingently redeemable and, therefore, may have obligated Silexion to transfer assets at some point in the future. The warrant liability was initially recorded at fair value upon the date of issuance and was subsequently remeasured at fair value at each reporting date. Silexion (and the Company, as its successor from an accounting perspective) recorded revaluation expenses amounting to $ 134 and $ 86 for the years ended 2024 and 2023, respectively, and accounted for such revaluation expenses as part of its financial (expense), net, in the statements of operations. For further information in respect of a warrants issuance to a service provider, see Note 11(1). F-25 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY: Issuance of shares: 1) On May 30, 2023, Silexion entered into an agreement to receive an investment in a total amount of $ 538 . In exchange for this investment, Silexion issued 2,413 Series A-4 Preferred Shares with a par value of NIS 0.09 . Issuance expenses amounted to $ 16 . Additionally, Silexion issued 2,413 warrants to purchase Series A-4 Preferred Shares, each with a par value of NIS 0.09 , exercisable at a price of $ 222.92 per share. In addition, on May 30, 2023, the Chinese Subsidiary made an investment totaling $ 3 million in Silexion. This investment resulted in the acquisition by the Chinese Subsidiary of 13,458 Series A-4 Preferred Shares and 13,458 warrants convertible into Series A-4 Preferred Shares of Silexion. Each warrant was exercisable for one Series A-4 Preferred Share at an exercise price of $ 222.92 per share. As the acquisition was eliminated in consolidation, it had no impact on the consolidated financial statement. 2) See Note 1(d) for shares issued as part of Transactions. 3) See Note 3(d) for ELOC Financing. Shareholders rights: The ordinary shares of Silexion conferred upon their holders the right to participate and vote in general shareholders meetings of Silexion and to share in the distribution of dividends, if any declared by Silexion. NOTE 10 - INCOME TAXES: a. Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. b. Corporate taxation of Israeli subsidiary Silexion is taxed according to the regular corporate income tax rate in Israel. The corporate tax rate was 23 % in 2024 and 2023. c. Income taxes of Chinese Subsidiary The Chinese Subsidiary is taxed under the tax laws of China and the corporate tax rate is 25 %. d. Tax loss carryforwards As of December 31, 2024, the expected tax loss carryforwards of Silexion were approximately $ 25,216 , which may be carried forward and offset against taxable income in the future for an indefinite period. The Company has recognized valuation allowance for the full amount in respect of these tax loss carryforwards since their utilization is not expected in the foreseeable future. F-26 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 10 - INCOME TAXES (continued): The tax loss carryforwards generated in the Cayman Islands have no value, as the Cayman Islands do not impose an income tax on corporations. Local and foreign components of loss from continuing operations, before income taxes consisted of the results of Silexion as the local entity, and the results of New Silexion, Moringa, and the Chinese Subsidiary as foreign entities. Year ended December 31 2024 2023 Domestic - Israel 12,156 4,769 Foreign Cayman Islands $ 4,161 $ - Chinese Subsidiary 192 307 Total $ 16,509 $ 5,076 e. Uncertainty in income tax As of December 31, 2024 and 2023, the Company’s uncertain tax positions were immaterial. f. Tax rate reconciliation The Group consists of a Cayman Islands parent holding company with various international subsidiaries (see Note 1(c)). The applicable statutory rate in the Cayman Islands is 0 % for the Company for the year ended December 31, 2024. For purposes of the reconciliation between the provision for income taxes at the statutory rate and the effective tax rate, an Israeli statutory tax rate of 23 % for the years ended December 31, 2024, and December 31, 2023 was applied, which is the rate that is applicable to the substantially all of the Group’s operations. Income tax expense attributable to income from continuing operations was $ 10 and $ 32 for the years ended December 31, 2024 and 2023, respectively, and differed from the amounts computed by applying an Israeli statutory income tax rate of 23 % to pretax income from continuing operations, mainly as a result of changes in valuation allowance of $ 1,392 and $ 922 respectively, as well as nondeductible expenses. The reconciliation of the theoretical tax benefit (expense) under the Israeli statutory tax rate to the Company's effective benefit (expense) taxes is as follows for the years ended December 31, 2024 and 2023, respectively: Year ended December 31 2024 2023 Loss before income taxes $ ( 16,509 ) $ ( 5,076 ) Statutory tax rate 23 % 23 % Computed “expected” tax income ( 3,797 ) ( 1,167 ) Exchange rate differences ( 21 ) 120 Non-deductible share-based compensation 1,373 30 Non-deductible financial instruments valuation 32 21 Effect of other non-deductible differences 78 112 Change in valuation allowance 1,392 922 Subsidiaries tax rate differences 953 ( 6 ) Reported taxes on income $ 10 $ 32 F-27 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 10 - INCOME TAXES (continued): g. Deferred tax Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31 2024 2023 Deferred tax assets Operating loss carryforwards $ 5,800 $ 4,405 Research and development 902 780 Accrued expenses 104 304 Bonus accrual 52 - Lease liability 121 39 Other 42 25 Total deferred tax assets $ 7,021 $ 5,553 Deferred tax liabilities Right of use asset ( 122 ) ( 46 ) Total deferred tax liabilities $ ( 122 ) $ ( 46 ) Valuation allowance $ ( 6,899 ) $ ( 5,507 ) Deferred tax assets, net of valuation allowance $ - $ - h. Roll forward of valuation allowance: The following table presents a reconciliation of the beginning and ending valuation allowance: Balance as of December 31, 2022 $ ( 4,585 ) Additions ( 922 ) Balance as of December 31, 2023 $ ( 5,507 ) Additions ( 1,392 ) Balance as of December 31, 2024 $ ( 6,899 ) In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on these factors, the Company recorded a full valuation allowance as of December 31, 2024 and 2023. i. Income tax assessments Silexion has tax assessments that are considered to be final through tax year 2019. The Chinese Subsidiary does not have final tax assessments. F-28 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 11 - SHARE-BASED COMPENSATION: 1) Warrants to service provider In conjunction with its Series A-4 Preferred Share financing, Silexion issued warrants to acquire 12 Series A-4 Preferred Shares to a service provider who assisted in raising the funds, which were recorded as part of issue expenses. These warrants carried an exercise price as those issued to the investors in such round. The warrants were recognized as issuance costs and the portion attributed to the issuance of Series A-4 Preferred Shares was classified as part of the shareholders’ equity. The portion attributed to the issuance of the warrants was recognized as financial expenses. These warrants were automatically exercised on a cashless basis upon the Closing of the Transactions. 2) Employee Stock Option Plan As of December 31, 2024, the Board of Directors had approved a pool of 63,953 ordinary shares for grant to Company employees, consultants, directors and other service providers under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”). Under Silexion’s 2013 Share Option Plan and 2023 Equity Incentive Plan (collectively, the “Silexion Plans,” and, together with the 2024 Plan, the “Plans”), options to purchase ordinary shares of Silexion could have been granted to certain entities and individuals. Each option granted under the Silexion Plans is now exercisable for ordinary shares of the Company, until 10 years from the date of grant, or earlier upon cessation of employment or engagement of the grantee and certain other occurrences. Following adoption of the 2024 Plan in connection with the Closing of the Transactions, future grants to Company employees and directors will only be made under the 2024 Plan, although outstanding grants under the Silexion Plans will continue to be governed by the terms of those plans. Grants to employees are made in accordance with the Plans and are carried out within the provisions of Section 102 of the Israel Income Tax Ordinance, under the capital gains track described in subsection (b)(2) of Section 102. In accordance with such track selected by the Company and the provisions associated with it, the Company is not entitled to claim a tax deduction for the employee benefits. Awards outstanding under the Silexion Plans prior to the Acquisition Merger accelerated immediately upon Closing, such that the New Silexion options into which Silexion options were converted were fully vested. The Group's expenses related to equity grants amounted to a total of $ 5,862 and $ 130 in 2024 and 2023, respectively. As of December 31, 2024, 63,953 New Silexion ordinary shares remain available for grant under the 2024 Plan. F-29 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 11 - SHARE-BASED COMPENSATION (continued): Summary of outstanding and exercisable options: Below is a summary of the Company's (or for periods prior to the Closing of the Transactions, Silexion’s) stock-based compensation activity and related information with respect to options granted to employees and non-employees for the year ended December 31, 2024 and 2023: Number of options Weighted-average exercise price (in U.S. dollars) Weighted- average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2023 53,914 38.93 4.88 316 Granted - - - - Exercised ( 13,780 ) 0.03 0.01 490 Forfeited ( 326 ) 60.52 6.02 - Expired ( 15,705 ) 40.53 - - Outstanding at December 31, 2024 24,103 59.84 7.19 * Exercisable at December 31, 2024 24,103 59.84 7.19 * Vested and expected to vest at December 31, 2024 24,103 59.84 7.19 * * Represents an amount less than $1 In 2023 no option were exercised by employees and nonemployees. RSUs granted to employees and non-employees: On July 4, 2024, Silexion’s board of directors approved granting 78,650 fully vested RSUs to Silexion’s employees and directors, for which Silexion recognized an expense amounting to $ 5,578 in total. The fair value for the RSUs granted in 2024 is based on the following assumptions: Expected volatility 74.82 % Assumptions regarding the price of the underlying shares: Probability of an IPO scenario (including de-SPAC transaction) 67 % Expected time to IPO (including de-SPAC transaction) (years) 0.137 Probability of other liquidation events 33 % Expected time to liquidation (years) 2.25 Expected return on Equity 22 % The fair value of equity compensation granted during 2024 was $ 5,578 . Options granted to employees and non-employees: In the year ended December 31, 2024 and 2023, no options were granted, neither to employees nor to non-employees. For the year ended December 31, 2024, there are no nonvested options outstanding. As of December 31, 2024, there was no remaining unrecognized compensation cost related to unvested stock options granted under the Silexion Plans, as all outstanding options were fully accelerated during 2024. F-30 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 11 - SHARE-BASED COMPENSATION (continued): The share-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows: Year ended December 31 2024 2023 Research and development $ 2,424 $ 78 General and administrative 3,438 52 $ 5,862 $ 130 NOTE 12 - FAIR VALUE MEASUREMENTS: Financial instruments measured at fair value on a recurring basis The Company’s assets and liabilities that are measured at fair value as of December 31, 2024, and December 31, 2023, are classified in the tables below in one of the three categories described in “Note 2 – Fair value measurement” above: December 31, 2024 Level 3 Total Financial Liabilities Private Warrants to ordinary shares $ 2 $ 2 Promissory Notes $ 3,965 $ 3,965 December 31, 2023 Level 3 Total Financial Liabilities Warrants to preferred shares $ 200 $ 200 The following is a roll forward of the fair value of liabilities classified under Level 3: 2024 Promissory Notes Warrants to preferred shares Private Warrants to ordinary shares Fair value at the beginning of the year $ - $ 200 $ - Issuance 4,622 1,130 Change in fair value ( 407 ) 134 ( 1,128 ) Repayments ( 250 ) - - Conversion to equity - ( 334 ) - Fair value at the end of the year $ 3,965 $ - ,- $ 2 2023 Warrants to preferred shares Fair value at the beginning of the year $ 3 Issuance 111 Change in fair value 86 Fair value at the end of the year $ 200 F-31 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 12 - FAIR VALUE MEASUREMENTS (continued) : ELOC Agreement As the ELOC is in substance a purchased call option over the Company’s own shares at a price described in Note 3(d), the fair value of this agreement was generally approximately zero until the Company sold shares under the ELOC Agreement. Once the Company sold shares under the agreement, the difference between cash raised (net of transaction costs) and the closing price of the Company’s ordinary shares as of the date of their issuance was recognized as financing income or expenses. As of December 31, 2024 the ELOC’s fair value is zero. Fair value gain and losses arising from the ELOC Agreement are measured with reference to the spot price of the Company’s shares sold, less consideration receivable from the ELOC Investor. Warrant to purchase preferred shares The fair value of Silexion’s warrant to purchase preferred shares as of December 31, 2023 was estimated using a hybrid model in order to reflect two scenarios: (1) an IPO event (including de-SPAC transaction) involving Silexion and (2) other liquidation events involving Silexion. The IPO scenario (including de-SPAC transaction) involving Silexion was based on management’s estimation regarding the expected value of the Company’s entire equity at the IPO event (including de-SPAC transaction). Valuation under this scenario was assessed using the probability-weighted expected return method (PWERM). The valuation under the ‘other liquidation events’ scenario was assessed using an option pricing model (OPM) by implementing a Monte Carlo simulation, which treats the financial instruments in Silexion’s equity as contingent claims whose future payoff depends on Silexion’s future equity value. Silexion’s entire equity value in 2023 was calculated based, among others, on the financing round closest to the valuation date. All warrants to purchase Silexion preferred shares were automatically exercised on a cashless basis immediately prior to the Closing; see Note 1(d). Promissory Notes In measuring the fair value of the Company’s Promissory Notes in 2024, a discount rate of 11.63 %- 13.85 % was used, based on a B- rated US dollar zero-coupon discount curve, plus a credit spread of 6.67 %. The expected timing of conversion or repayment of the notes was determined using the Company’s forecasts. Warrants over ordinary shares A Black-Scholes-Merton model with Level 3 inputs was used to calculate the Company’s warrants’ fair value. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of selected peer companies’ Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. F-32 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 12 - FAIR VALUE MEASUREMENTS (continued) : The following table provides quantitative information regarding Level 3 fair value measurement inputs of the warrants: December 31, August 15, 2024 2024 Volatility 77.69 % 80.23 % Dividend yield 0 % 0 % Financial instruments not measured at fair value The carrying amounts of cash and cash equivalents, restricted cash, receivables, trade payables and other liabilities approximate their fair value due to the short-term maturity of such instruments. NOTE 13 - NET LOSS PER SHARE: The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented (USD in thousands, except per share data): Year ended December 31 2024 2023 Numerator: Net loss for the year $ 16,519 $ 5,108 Net loss attributable to ordinary shareholders: Basic and diluted $ 16,443 $ 4,942 Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 623,846 111,726 Net loss per share attributable to ordinary shareholders, basic and diluted $ 26.36 $ 44.23 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, and fully vested pre-funded options for the Company’s (or Silexion’s, as applicable) ordinary shares at an exercise price of $ 0.0226 or 0.0226 NIS per share, as the Company (or Silexion, as applicable) considers these shares to be exercised for little to no additional consideration. As of December 31, 2024 and 2023, the basic loss per share calculation included a weighted average number of 2,081 and 14,652 , respectively, fully vested pre-funded options. The following instruments were not included in the computation of diluted earnings per share because of their anti-dilutive effect: - Redeemable convertible preferred shares (see Note 9); - Warrants to purchase redeemable convertible preferred shares (see Note 8); - Share-based compensation issuable for substantial consideration (see Note 11); - Warrants to purchase ordinary shares (which were originally SPAC warrants (see Note 3)); - Underwriters Promissory Note and Related Party Promissory Note (see Note 3); - ELOC financing (see Note 3); As such, diluted net loss per share is the same as basic net loss per share. F-33 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 14 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES : Transactions with related parties— shareholders, executive officers and directors of the Company (including Silexion)—are quantified below: a. Transactions: Year ended December 31 2024 2023 Share-based compensation included in research and development expenses $ 1,796 $ 69 Share-based compensation included in general and administrative expenses $ 2,972 $ 48 Financial expenses $ ( 1,249 ) $ 83 b. Balances: December 31 2024 2023 Non-Current liabilities Warrants to preferred shares - $ 186 Private warrants to purchase ordinary shares $ 1 - Sponsor Promissory Note $ 2,961 - $ 2,962 $ 186 NOTE 15 - SEGMENT INFORMATION The Company operates as a single operating segment in the research and development of innovative treatments for pancreatic cancer based on siRNAs. 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. a. Segment disclosures The CODM reviews the Company’s results on a consolidated basis. As such, information on segment loss and significant expenses is similar to the Company’s consolidated statements of operations. The CODM is also regularly provided with information on significant ordinary-course expenses, including the following expenses. the management does not segregate its business for internal reporting. F-34 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 15 - SEGMENT INFORMATION (continued) : Year ended December 31 2024 2023 Clinical trials and other services from R&D-related service providers $ 1,893 $ 2,480 Payroll and related expenses, other than share-based compensation 2,385 1,199 Share-based compensation expenses 5,862 130 Depreciation expenses 25 45 Other segment expenses (*) 2,406 827 Operating loss 12,571 4,681 Interest income ( 28 ) ( 153 ) Interest expense 27 - Other financing expense, net 3,939 548 Income taxes 10 32 Net loss $ 16,519 $ 5,108 Segment assets $ 2,863 $ 5,256 Expenditures for segment assets ( 22 ) ( 12 ) (*) Other segment expenses include mainly general and administrative-related expenses, such as payments to advisors and consultants, office lease expenses and maintenance, HR and legal expenses. b. Entity-Wide disclosures All of the Company’s long-lived assets are located in Israel. NOTE 16 - SUBSEQUENT EVENTS a. Public Offering of Ordinary Shares, Pre-Funded Warrants, and Ordinary Warrants. On January 15, 2025 and January 17, 2025, the Company offered and sold (“Offering”) 2,145,998 ordinary shares, 1,557,705 pre-funded warrants to purchase up to 1,557,705 ordinary shares and 3,703,703 ordinary warrants to purchase up to 3,703,703 ordinary shares, at a purchase price of $ 1.35 per share or $ 1.3499 per pre-funded warrant and accompanying ordinary warrant. The aggregate gross proceeds from the Offering were approximately $ 5,000 , net of transaction costs of approximately $ 740 . 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 ordinary warrants have an exercise price of $ 1.35 per ordinary share, are immediately exercisable, and could be exercised for five years from issuance. The Company also issued its placement agent warrants to purchase up to 259,259 ordinary shares. Those placement agent warrants have an exercise price of $ 1.6875 per ordinary share, are exercisable for five years from the date of the commencement of sales in the Offering, and otherwise reflect substantially the same terms as the ordinary warrants sold in the Offering. As of the date of these financial statements, a total of 640,257 investor warrants were exercised into 640,257 new Silexion ordinary shares, and 1,557,705 pre-funded warrants were exercised into 1,557,705 new Silexion ordinary shares, for total proceeds of $ 864 . F-35 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 16 - SUBSEQUENT EVENTS (continued) : b. Induced Warrant Exercise Transaction On January 29, 2025, the Company entered into an inducement offer letter agreement with holders of (“Inducement Offer”) 2,221,523 of the Company’s existing ordinary warrants that had been issued in the Offering. Under the Inducement Offer, on January 30, 2025, those holders exercised those warrants for cash and purchased 2,221,523 ordinary shares at a cash exercise price of $ 1.35 per share. In consideration, the Company’s issued them new ordinary warrants to purchase up to an aggregate of 2,221,523 ordinary shares at an exercise price of $ 1.50 per share (“New Ordinary Warrants”). The exercising holders also paid the Company an additional $ 0.125 per New Ordinary Warrants issued to them. The Company received aggregate gross proceeds of approximately $ 3,276 from the exercise of the existing warrants by the holders, net of placement agent fees and other offering expenses of approximately $ 463 . In connection with the issuance of the New Ordinary Warrants, the Company also issued to the placement agent warrants to purchase up to 155,507 ordinary shares, which have the same terms as the New Ordinary Warrants issued in the transactions, except that the placement agent warrants have an exercise price equal to $ 1.8438 per share. Upon exercise for cash of any New Ordinary Warrants by the holders thereof, in certain circumstances, the placement agent will receive from the Company (i) a cash fee of 8.0 % of the aggregate gross exercise price, and (ii) additional placement agent warrants exercisable for 7.0 % of the ordinary shares issued upon exercise of those New Ordinary Warrants. Both the New Ordinary Warrants and the placement agent warrants are immediately exercisable from the date of issuance until the 24 -month anniversary of the effective date of the resale registration statement. c. Partial Conversion and Retirement of Underwriters Promissory Note On March 13, 2025, the Company entered into a letter agreement (the “Note Conversion Inducement Agreement”) with EarlyBird pursuant to which the Company and EarlyBird agreed to the partial conversion and retirement of all remaining amounts due under the Underwriters Promissory Note. Under the agreement, EarlyBird agreed that the $ 880 principal and interest amount then outstanding under the note as of the date of the Note Conversion Inducement Agreement (the “Outstanding Amount”) would be retired in consideration of: (i) a cash payment by the Company in an amount of $ 400 (plus $ 15 for EarlyBird’s legal expenses) (the “Cash Amount”), (ii) conversion of a certain amount of the principal and interest due under the Underwriters Promissory Note via the issuance by the Company to EarlyBird of 277,777 ordinary shares (the “EBC Shares”), which conversion amount will be equal to the net proceeds received by EarlyBird from the sale of the EBC Shares (the “Conversion Amount”), and (iii) the payment in cash by the Company to EarlyBird of any remaining amount due under the Underwriters Promissory Note after deducting the Cash Amount and the Conversion Amount from the Outstanding Amount (the “Remaining Amount”). On March 13, 2025, in accordance with the terms of the Note Conversion Inducement Agreement, the Company made the required payment of the Cash Amount to EarlyBird, and on March 14, 2025 the Company issued the EBC Shares to EarlyBird. On March 17, 2025, EarlyBird sold the EBC Shares for a Conversion Amount of $ 344 , and on March 18, 2025, the Company paid the Remaining Amount of $ 136 that was due to EarlyBird under the Underwriters Promissory Note, resulting in the retirement of the Underwriters Promissory Note on March 18, 2025. F-36