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. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024. We are an emerging growth company, and are furthermore neither an accelerated filer nor a large accelerated filer, in each case as defined in Rule 12b-2 under the Exchange Act. Therefore, we are not required under Section 202 of the Sarbanes-Oxley Act (and the SEC rules and regulations thereunder) to provide an attestation report on management’s assessment of our internal control over financial reporting from a registered public accounting firm in this Annual Report. 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, 2025 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 that was required to be disclosed in a Current Report on Form 8-K during the fourth quarter of the year ended December 31, 2025, that has not yet been reported. (b) Insider trading arrangements . During the three-month period ended December 31, 2025, 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. 88 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 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 56 Chairman and Chief Executive Officer Dror J. Abramov 65 Director Ruth Alon 74 Director Ilan Levin 60 Director Avner Lushi 59 Director Shlomo Noy 73 Director Amnon Peled 66 Director Executive Officers (who are not also directors) Dr. Mitchell Shirvan 72 Chief Scientific and Development Officer Mirit Horenshtein Hadar, CPA 42 Chief Financial Officer and Secretary Directors Ilan Hadar , 56, was appointed as Chief Executive Officer of Silexion, serving on a full-time basis, effective upon the Business Combination, and has served as our (previously, Silexion Israel’s) Chairman of the Board since May 2024. Previously, he served as Managing Director of Silexion Israel 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 our company. Immediately prior to his roles at Silexion Israel and our company, Mr. Hadar served as the Chief Executive Officer of Painreform Ltd (Nasdaq: PRFX) from November 2020 until the consummation of the Business Combination in August 2024. Prior to joining Painreform and Silexion Israel, 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. Before 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. Prior to his tenure at Pfizer, Mr. Hadar served as Finance Manager at HP Indigo Ltd., a world-leading company in digital printing, and before 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 our Chairman and Chief Executive Officer, and his extensive commercial, financial and managerial experience with high-tech and pharmaceutical companies, both private and public. 89 Dror J. Abramov, 65, was appointed as a director of 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 our company. 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. Ruth Alon , 74, became a director of 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 valuable member of our board of directors. 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, Alpha Tau medical (Nasdaq: DRTS), Brainsgate, Treos Bio, Angiolutions and CorNeat Vision. 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 , 60, who was the co-founder, Chairman and Chief Executive Officer of Moringa, was appointed as a director of 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. 90 Avner Lushi , 59, was appointed as a director of 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 support to our company as a member of our board of directors. 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 eleven 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. Shlomo Noy , MD PhD, 73, was appointed as a director of 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 provides important knowledge to our 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, 66, was appointed as a director of 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. We believe that Professor Peled’s extensive knowledge of our product candidate and our industry make him well-suited to serve on our board of directors. 91 Executive Officers Mitchell Shirvan , Ph.D., 72, has served as the Chief Scientific and Development Officer of Silexion since the Business Combination, and, before the Business Combination, of Silexion Israel, since April 2022. Prior to joining Silexion Israel, 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. Mirit Horenshtein Hadar , 42, has served as the Chief Financial Officer and Secretary of Silexion since the Business Combination, and served as the Executive Vice President of Finance Affairs at Silexion Israel 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 17 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 Israel, 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. From December 2022 through July 2025, Ms. Horenshtein Hadar served 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. 92 Composition of the Silexion Board Our business and affairs are managed under the direction of our Board. Under the terms of the Articles, the 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 Silexion as, being entitled to do so, vote in person or by proxy at a general meeting (an “ Ordinary Resolution ”). The size of the Silexion Board was set by our shareholders as seven members effective upon the Closing. Ilan Hadar serves as Chairman of the Board. Pursuant to the Articles, our 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. 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 during the previous year, 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 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 Silexion in connection with such an appointment has been provided. The 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 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 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 Silexion Board, and will be subject to the terms of any applicable employment or consulting agreements that we may enter into with them. 93 Board Committees The 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 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 Board. The 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 Professor 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 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 Board has determined that Mr. Abramov qualifies as an “audit committee financial expert” within the meaning of the SEC regulations. The primary purpose of the audit committee is to discharge the responsibilities of the 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 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, Professor Amnon Peled, and Ruth Alon. Ms. Alon serves as the chair of the compensation committee. The 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. 94 The primary purpose of our compensation committee is to discharge the responsibilities of the 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 Board regarding the compensation of our chief executive officer, other executive officers and senior management; ● reviewing, evaluating and recommending to the Board succession plans for our executive officers; ● reviewing and recommending to the 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, Professor Amnon Peled, and Ruth Alon. The chair of the committee will be chosen from among the committee’s members. The 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 Board; ● considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board; ● instituting plans or programs for the continuing education of the Board and the orientation of new directors; ● developing and making recommendations to the Board regarding corporate governance guidelines and matters; ● overseeing our corporate governance practices; ● overseeing periodic evaluations of the Board’s performance, including committees of the Board; and ● contributing to succession planning. 95 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, 2025 were fulfilled in a timely manner, except as described under “ Delinquent Section 16(a) Reports ” below. Delinquent Section 16(a) Reports Each of our non-employee/ non-affiliate directors who received an equity grant from the Company on February 9, 2025 (consisting of (i) 794 restricted share units (RSUs), under which an equivalent number of ordinary shares may become issuable upon vesting and settlement, and (ii) 935 options to purchase an equivalent number of underlying ordinary shares at a price of $18.90 per share) belatedly reported that grant on Form 4, which was filed in each case on December 31, 2025. Those non-employee/ non-affiliate directors consist of Dror Abramov, Ruth Alon, Avner Lushi, Shlomo Noy, and Amnon Peled. In addition, our director Ilan Levin and the Moringa sponsor (in which Mr. Levin holds a controlling interest), which is a 10% shareholder of ours, belatedly reported on Form 4 the acquisition by the sponsor of 450,000 ordinary shares on September 15, 2025, upon our conversion of amounts due to the sponsor under the A&R Sponsor Promissory Note, which report on Form 4 was filed on January 27, 2026. Code of Ethics and Business Conduct Prior to the completion of the Business Combination, we adopted a written code of ethics and business conduct 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 serves as Exhibit 19.1 to this Annual Report and is incorporated herein by reference. 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 Israel”), 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 2025 and 2024, 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, 2025, each of whom also served as an executive officer of Silexion Israel prior to the completion of the Business Combination. These executive officers consist of: Ilan Hadar, who was Silexion Israel’s Managing Director and now serves as Silexion’s Chairman and Chief Executive Officer; Mirit Horenshtein Hadar, who was Silexion Israel’s EVP Finance and now serves as Silexion’s Chief Financial Officer and Secretary; and Dr. Mitchell Shirvan, who was Silexion Israel’s- and is now Silexion’s- Chief Scientific and Development Officer. These executive officers are referred to in this section as our “named executive officers” or “NEOs.” 96 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. 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 2025 and 2024. 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) 2025 382,398 - 225,482 607,880 2024 240,560 1,192,785 107,283 1,540,628 Mirit Horenshtein Hadar Chief Financial Officer & Secretary (formerly EVP Finance of Silexion) 2025 250,297 - 134,557 384,854 2024 233,532 447,291 89,267 770,090 Dr. Mitchell Shirvan Chief Scientific and Development Officer (4) 2025 278,108 - 114,699 392,806 2024 190,286 1,043,699 67,505 1,301,490 (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 2025 and 2024 (as applicable) average exchange rates as published by Bank of Israel of 3.452 and 3.699 New Israeli Shekels, respectively, to one 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) Mr. Hadar served in a part-time (75%) position for Silexion prior to the Business Combination (which was completed in August 2024), and has served in a full-time position for our company since that time. (4) Dr. Shirvan served in a part-time (80%) position for Silexion prior to the Business Combination (which was completed in August 2024), and has served in a full-time position for our company since that time. 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 2025 and 2024 were $382,398 and $240,560 for Mr. Hadar, $250,297and $233,532 for Ms. Horenshtein Hadar, and $278,108 and $190,286 for Dr. Shirvan, respectively. 97 Equity Compensation We did not grant any new equity compensation to the named executive officers during the year ended December 31, 2025. In February 2026, following the automatic increase (effective as of January 1, 2026) to the number of ordinary shares available under our 2024 Equity Incentive Plan (described further below) due to the automatic “evergreen” provision of that plan, our compensation committee approved certain “catch-up” equity grants to our named executive officers, who had not received any equity grants since the Closing of the Business Combination and whose percentage of equity holdings in our company were below customary levels. Pursuant to that approval by the compensation committee, Ilan Hadar, Dr. Mitchell Shirvan and Mirit Horenshtein Hadar received grants of restricted share units (RSUs) for 64,350, 49,726 and 49,726 underlying ordinary shares, respectively, which RSUs were fully vested upon grant and settled immediately for the underlying ordinary shares. From time to time prior to 2025, we have also 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 Israel Plans ”), as incentives to attract, retain and motivate our named executive officers. All compensation amounts appearing in the Summary Compensation Table above in the “Stock Awards” column reflect grants under the Silexion Israel Plans. During 2024, we granted RSUs that could be settled for 1,121, 420 and 981 ordinary shares of Silexion Israel, to Ilan Hadar, Mirit Horenshtein Hadar, and Dr. Mitchell Shirvan, respectively (each such number of Silexion Israel ordinary shares reflects the exchange ratio in the Business Combination or the subsequent reverse share splits of Silexion). The vesting of those RSUs accelerated upon the Closing of the Business Combination, entitling each such officer to receive Silexion ordinary shares in accordance with the exchange ratio upon the Closing. The expense that we realized for each year in respect of each RSU award to the applicable NEO is reflected in the “Stock Awards” column of the above Summary Compensation Table. During 2022, Silexion Israel granted 956 and 478 options to purchase Silexion Israel ordinary shares to Ilan Hadar and Dr. Mitchell Shirvan, respectively (each such number of options reflects the equity exchange ratio in the Business Combination and the subsequent reverse share splits of 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 Israel (or a Silexion Israel affiliate), and is subject to the Silexion Israel Plans. Upon consummation of an initial public offering of Silexion Israel’s securities or an M&A Transaction (as defined in Silexion Israel’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. The expense that we realized for each year in respect of the option award to the applicable NEO is reflected in the “Stock Awards” column of the above Summary Compensation Table. Employment Agreements The base salary and other compensation paid to our NEOs reflected in the above Summary Compensation Table is provided to them pursuant to employment agreements to which our wholly-owned subsidiary Silexion Israel is party with each of them. Mr. Hadar’s employment agreement, as amended, with Silexion Israel provides for him a gross monthly salary of NIS 110,000, which amounts to an annual base salary of $382,398 (based on the average exchange rate for 2025, 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. 98 Mirit Horenshtein Hadar’s employment agreement with Silexion Israel provides for her a gross monthly salary of NIS 72,000, which amounts to an annual base salary of $250,297 (based on the average exchange rate for 2025, 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. Dr. Mitchell Shirvan’s employment agreement with Silexion Israel provides for him a gross monthly salary of NIS 80,000, which amounts to an annual base salary of $278,108 (based on the average exchange rate for 2025, as published by the Bank of Israel),, as well as customary disbursements toward his providence fund, further education fund and severance pay fund, and other fringe benefits commensurate with such position. Silexion Israel 2013 Equity Incentive Plan and Silexion Israel 2023 Equity Incentive Plan The equity awards for which compensation expense is reflected in the above Summary Compensation Table for our NEOs have been granted under equity incentive plans. Silexion Israel (and, following the Business Combination, Silexion) has maintained the Silexion Israel 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 Israel’s (and 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 Israel Share Incentive Plans ” below. The Silexion Israel Plans provide for grants of options to purchase ordinary shares of Silexion Israel (following the Business Combination, Silexion), shares, restricted shares and RSUs. As described above, during 2022, Silexion Israel granted option awards under the Silexion Israel Plans to Ilan Hadar and Dr. Mitchell Shirvan, and during 2024, Silexion Israel granted RSUs to Ilan Hadar, Mirit Horenshtein Hadar, and Dr. Mitchell Shirvan. Immediately prior to the effective time of the merger of Merger Sub 1 with and into Silexion Israel pursuant to the Business Combination, all outstanding Silexion Israel options and Silexion Israel 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 Israel options outstanding immediately prior to the merger automatically and without any action on the part of any Silexion Israel option holder or beneficiary thereof, were assumed by Silexion, and each such Silexion Israel option was converted into an option to purchase Silexion ordinary shares (based on the equity exchange ratio for Silexion Israel under the Business Combination Agreement). In addition, immediately prior to the completion of the Business Combination, 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 Silexion and to promote the success of Silexion’s business. 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, 2025. The awards listed in this table were granted under the Silexion Israel Plans, which are summarized above under “ - Narrative Disclosure to Summary Compensation Table - Silexion Israel 2013 Equity Incentive Plan and Silexion Israel 2023 Equity Incentive Plan ” and below under “ Silexion Israel Share Incentive Plans ”. 99 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 Israel) 956 - - 907.71 24/03/2032 Mirit Horenshtein Hadar Chief Financial Officer (formerly EVP Finance of Silexion Israel) -- - - - - Dr. Mitchell Shirvan Chief Scientific and Development Officer 478 - - 907.71 07/06/2032 Director Compensation The following table lists the fees earned or paid to each of our directors in respect of the year ended December 31, 2025: 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 36,000 15,000 15,000 66,000 Ruth Alon 36,000 15,000 15,000 66,000 Ilan Levin 120,000( 1) 120,000 Avner Lushi 30,000 15,000 15,000 60,000 Shlomo Noy 25,000 15,000 15,000 20,000( 2) 75,000 Amnon Peled 34,500 15,000 15,000 64,500 (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. (2) Represents a consulting fee at a rate of $10,000 per month payable to Shlomo Noy, effective as of November 2025. 100 In December 2024, our compensation committee and Board approved an annual compensation package for our non-employee/non-affiliate directors (consisting of all directors other than our Chairman and Chief Executive Officer, Ilan Hadar, and our consultant, Ilan Levin), which was effective for the 2025 year. That compensation package consisted of: • Annual cash compensation: $30,000 • Annual equity compensation valued at $30,000, to be split 50%-50% between RSUs ($15,000 value) and options ($15,000 value) • Annual cash fee for Board committee members: $1,500 per committee • Annual cash fee for Board committee chairpersons (in lieu of committee membership fees): $3,000 per committee. The amounts set forth for each director (other than Messrs. Hadar and Levin) in the above Director Compensation table are based on our non-employee/non-affiliate director annual compensation package, as applied to the particular director based on his or her participation in Board committees. Silexion Executive Compensation Following the Closing, we have been 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 Silexion. Decisions regarding the executive compensation program are recommended by our compensation committee and approved by our Board. Silexion Equity Compensation It is anticipated that equity-based compensation will continue to be an important element of executive compensation as we proceed in the longer-term period following the consummation of the Business Combination, in order to maintain a strong link between executive incentives and the creation of shareholder value. During the year ended December 31, 2025, we did not grant any new equity compensation to our executive officers, due to limitations on our available authorized share capital and the pressing need for us to utilize our available authorized share capital primarily for financing purposes, which enabled us to restore and maintain compliance with Nasdaq listing requirements related to shareholders’ equity. In the previous year (2024), upon the consummation of the Business Combination, we granted 5,242 RSUs, in the aggregate, to directors of Silexion and employees of Silexion and its subsidiaries (of which 1,471 RSUs were granted to Silexion directors) as a means of incentivizing them and aligning their interests with those of the shareholders of the Company. We have furthermore utilized the initial additional 156,333 ordinary shares that were added to the pool of shares for the 2024 Equity Incentive Plan (described below) pursuant to the automatic increase to that plan as of January 1, 2026 under the existing “evergreen” provision of that plan and granted fully-vested RSUs to our executive officers in February 2026. We await the outcome of the proposed increase to the “evergreen” provision under the 2024 Equity Incentive Plan at our extraordinary general meeting that was scheduled for March 16, 2026, which was adjourned by one week. If that increase is approved by our shareholders, the total automatic increase to the pool of shares under that plan will be by 594,900 ordinary shares for 2026 (which includes the 156,333 ordinary shares that were already added to the pool), and future automatic annual increases under that plan will yield a total number of reserved shares under all of our equity incentive plans equal to 10% of our issued and outstanding share capital on a fully diluted basis as of each January 1. Our annual evergreen increases will be an important means to supply the equity compensation arrangements for our executive officers in 2026 and beyond. Silexion Israel Share Incentive Plans 2013 Share Option Plan Shares Reserved under the 2013 Share Option Plan. The total number of authorized but unissued ordinary shares available for issuance under the 2013 Share Option Plan (the “ 2013 Plan ”) (which we assumed from Silexion Israel as part of the Business Combination) is 1,579. All of those ordinary shares are subject to outstanding grants. Upon the termination of the 2013 Plan (which occurred prior to the Business Combination), any unissued ordinary shares that were then available under the 2013 Plan ceased to be reserved for purposes of the 2013 Plan, other than ordinary shares underlying outstanding options under the 2013 Plan, which remain subject to the terms of the plan. 101 Administration. Our Board, or a duly authorized compensation committee of the Board, has the power to administer the 2013 Plan. The committee has the authority, subject to applicable law and our Articles, to interpret the terms of the 2013 Plan and any option agreements entered into thereunder, determine and amend the terms of respective option agreements, including the exercise price of an option, the fair market value of the underlying ordinary shares, the time and vesting schedule applicable to the option, accelerate or amend the vesting schedule applicable to an option, 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 Income Tax Ordinance (New Version), 5721-1961, as amended (the “ Ordinance ”), and for awards granted to Silexion Israel’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 that was previously approved. The option agreement sets forth the terms and conditions and the number of shares to which the option relates and the type of option granted thereunder, the purchase price per underlying share and the vesting schedule by which such option shall become exercisable. Unless otherwise determined by the committee or the Board 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 possessing 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 has been otherwise designated. Grants to U.S. Residents. The 2013 Plan provides for the grant of options in accordance with the Code, including incentive stock options and nonqualified stock options. Options granted under the 2013 Plan to Silexion Israel 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 share 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%. 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, in the case of an option granted to an Israeli resident with a trustee arrangement, the trustee) and as permitted by applicable law. Transferability. No option shall be assignable, transferable or given as collateral, nor may any right with respect to an option be 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 ordinary shares thereunder shall be exercisable only by the option-holder. 102 Termination of Employment. An option may be exercised after the date of termination of an option-holder’s service or employment with Silexion Israel 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 and specified in the 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 with such option. Voting Rights. Option-holders shall not have any of the rights or privileges of shareholders of Silexion in respect of any ordinary shares purchasable upon the exercise of any options unless and until, following exercise in accordance with the terms of the 2013 Plan and the options, registration of the option-holder as a holder of such ordinary shares in our register of shareholders is complete, but in case of options and underlying ordinary shares to be held by the trustee, subject to the provisions of the 2013 Plan. Dividends. With respect to all ordinary shares (as opposed to unexercised options) issued upon the exercise of options, the option holder, as a shareholder of Silexion shall be entitled to receive dividends in accordance with the quantity of such ordinary shares and the Articles, and subject to any applicable taxation on distribution of dividends. Transactions. If the outstanding shares of 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, then in such event only and as often as the same shall occur, the number, class and kind of ordinary shares (including 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 exercise price of the options, shall be appropriately and equitably adjusted so as to maintain the proportionate number of ordinary shares without changing the aggregate exercise price of the options. In the event of a merger or consolidation of Silexion or a sale of all, or substantially all, of our shares or assets or other transaction having a similar effect on Silexion, or change in the composition of the Board, or such other transaction or circumstances that the 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 option will be cancelled and a payment will be made to the option-holder, as provided in the 2013 Plan; or (iii) the option will be fully exercisable and the underlying ordinary shares will be issuable upon exercise, 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 serves as Exhibit 10.9 to this Annual Report and is incorporated herein by reference. 2023 Equity Incentive Plan Silexion Israel’s board of directors adopted a 2023 Equity Incentive Plan (the “2023 Plan” ) in 2023. The purpose of the 2023 Plan was to provide equity-based incentive awards in order to link the compensation and benefits of the individuals and entities providing services to Silexion Israel or its affiliates with the success of Silexion Israel and long-term shareholder value. There are no currently outstanding awards under the 2023 Plan. Because Silexion adopted a new equity incentive plan, the 2024 Equity Incentive Plan (as described below) prior the Closing of the Business Combination, we do not intend to make any further grants under the 2023 Plan. 103 Silexion Share Incentive Plans 2024 Equity Incentive Plan Pursuant to written resolutions adopted by our Board 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 4,264 ordinary shares were reserved for issuance under the terms of the 2024 Plan, which, together with Silexion ordinary shares allocated for issuance under the existing 2013 Plan and 2023 Plan, equaled 10% of the total number of our issued and outstanding ordinary shares on a fully diluted basis immediately following the Closing. A summary of the material terms of the 2024 Plan is provided below: Administration The compensation committee of our Board 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 Silexion ordinary shares allocated to the 2024 Plan (the “ Share Pool ”) was 4,264. At our 2025 annual general meeting held in July 2025, our shareholders approved a special one-time increase to the number of ordinary shares available under the 2024 Plan by 84,791 ordinary shares. The 2024 Plan furthermore provides for an automatic annual allocation/adjustment to the Share Pool (the “ evergreen provision ”) whereby the number of shares reserved for issuance under the Share Pool increases on January 1 of each year. As initially provided under the 2024 Plan, the evergreen provision increased the Share Pool by the lesser of (i) such number of shares as equaled 5% of our issued and outstanding shares as of January 1 of each year, or (ii) an amount determined by our board of directors prior to such date. As implemented on January 1, 2025, 6,164 ordinary shares became available under the 2024 Plan pursuant to the original evergreen provision. As implemented once again on January 1, 2026, 156,333 ordinary shares became available under that same evergreen provision. As has been proposed for amendment by our compensation committee and Board, subject to the approval of our shareholders (the last of whom may provide their approval to the amendment at our extraordinary general meeting being held in March 2026), the evergreen provision of the 2024 Plan will provide instead as follows: On January 1 of each calendar year, through (and including) January 1, 2034, the Share Pool under the 2024 Plan will increase by an amount equal to the lesser of (i) such number of ordinary shares as yields a total pool of shares reserved under the 2024 Plan and our prior equity incentive plans equal to 10% of the number of ordinary shares issued and outstanding, on a fully-diluted basis, on such January 1st date, or (ii) an amount determined by our Board prior to such date. 104 Pursuant to the proposed amended evergreen provision, the Share Pool under the 2024 Plan would increase by 594,900 ordinary shares (which includes the 156,333 ordinary shares under the existing evergreen provision) effective as of January 1, 2026, and would stand at 681,473 ordinary shares. The following additional rules apply to the number of 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 will 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 will 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 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. ISO Award Limit The maximum number of 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 95,218. Types of Awards General . The 2024 Plan enables the grant of share awards, performance shares, restricted share units (RSUs), 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 Ordinance. 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 Ordinance, which do not provide for similar tax benefits as Section 102. 105 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. 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. 106 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. Amendment and Termination Our Board 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 serves as Exhibit 10.5 to this Annual Report and is incorporated herein by reference. Compensation Committee Interlocks and Insider Participation; Compensation Committee Report 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, 2026 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 such as our ordinary shares if he, she or it possesses sole or shared voting or investment power over those ordinary shares, including based on the right to acquire those ordinary shares due to exercise of an option or warrant, or due to the settlement of an RSU, that may be currently exercised or settled (as of March 1, 2026), or that may be exercised or settled (as applicable) for an underlying ordinary share within 60 days following March 1, 2026. In computing the number of ordinary shares beneficially owned by a person or entity and his/her or its percentage ownership, we include, as outstanding, those ordinary shares that are subject to options, warrants or RSUs held by that person or entity that may be currently exercised or settled (as of March 1, 2026), or that may be exercised or settled (as applicable) within 60 days of March 1, 2026. We do not, however, deem those underlying shares to be outstanding for the purpose of computing the percentage ownership of any other person or entity. 107 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 ordinary shares beneficially owned by them. The percentage ownership of ordinary shares is based on 3,330,785 ordinary shares outstanding as of March 1, 2026. Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Outstanding Ordinary Shares Directors and Executive Officers of Silexion: Ilan Hadar 66,427 (2) 2.0 % Dror Abramov 11,115 (3) * Ruth Alon 11,223 (4) * Ilan Levin (5) 458,824 (6) 13.8 % Avner Lushi (7) 27,271 (8) * Dr. Shlomo Noy (9) 27,271 (8) * Dr. Amnon Peled 9,017 (10) * Dr. Mitchell Shirvan 51,185 (11) 1.5 % Mirit Horenshtein Hadar, CPA 50,146 1.5 % All executive officers and directors as a group (8 individuals) 685,208 (12) 20.6 % Five Percent Holders: Lind Global Fund III LP (13) 212,500 6.0 % Entities affiliated with Intracoastal Capital LLC (14) 357,100 9.7 % (15) Moringa Sponsor, LP and related persons (5) 458,824 (6) 13.8 % Hudson Bay Master Fund Ltd. (16) 205,016 5.8 % 3i, LP (17) 282,500 7.8 % Orca Capital AG (18) 267,434 7.4 % Lincoln Alternative Strategies LLC (19) 269,168 7.5 % Cedar Holdings Mgmt LLC 215,000 (20) 6.1 % Alto Opportunity Master Fund, SPC—Segregated Master Portfolio B 212,500 (21) 6.0 % * 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. 108 (2) Includes 956 ordinary shares issuable upon exercise of options, at an exercise price of $907.71 per share, all of which are vested and currently exercisable. (3) Includes 935 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable. (4) Includes 935 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable. (5) Based on a Schedule 13D/A filed with the SEC on September 23, 2025. The shares reported in this row are held of record by the Moringa sponsor, Moringa Sponsor, LP and/or by Greenstar, L.P., each a Cayman Islands exempted limited partnership. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Moringa sponsor and Greenstar, L.P. Mr. Levin, a director of 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 directly held by the Moringa sponsor and Greenstar, L.P. The limited partnership interests of the Moringa sponsor and Greenstar, L.P. are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Moringa sponsor and Greenstar, L.P., other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the persons and entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th floor, New York, NY 10177. (6) Consists of (i) 6,970 ordinary shares, (ii) 372 ordinary shares underlying warrants, and (iii) 450,000 ordinary shares issued on September 15, 2025 upon conversion of an aggregate of $1.8 million of the outstanding amount under the Moringa sponsor promissory note, all of which are held by Moringa Sponsor, LP, and (iv) 1,482 ordinary shares held by Greenstar, L.P. (7) The shares reported in this row consist entirely of 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. (8) Includes 1,872 ordinary shares issuable upon exercise of options held by GIBF, at an exercise price of $18.90 per share, all of which are vested and currently exercisable. (9) The shares reported in this row consist entirely of ordinary shares held of record by GIBF, with respect to which Dr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF. 109 (10) Includes 780 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable. (11) Includes 478 ordinary shares issuable upon exercise of options, at an exercise price of $907.71 per share, all of which are vested and currently exercisable. (12) The number of ordinary shares reported in this row for all executive officers and directors as a group includes (i) 5,956 shares underlying options granted to the Company’s non-employee directors in February 2025, as those options have fully vested as of March 1, 2026, as well as (ii) 372 ordinary shares underlying warrants that are fully exercisable as of March 1, 2026. (13) Based on a Schedule 13G/A filed by Lind Global Fund III LP with the SEC on November 14, 2025. The ordinary shares reported in this row consist of (i) 106,250 ordinary shares underlying Series A-1 Warrants and (ii) 106,250 ordinary shares underlying Series A-2 Warrants. None of these warrants may be exercised if, following such exercise, the beneficial ownership of Lind Global Fund III LP would exceed 9.9%. Lind Global Partners III LLC, the general partner of Lind Global Fund III LP, and Jeff Easton, the managing member of Lind Global Partners III LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund III LP. The address of each of these entities is 444 Madison Avenue, Floor 41, New York, NY 10022. (14) Based on a Schedule 13G/A filed with the SEC on February 13, 2026. The ordinary shares reported in this row are beneficially owned by Intracoastal Capital LLC, Mitchell P. Kopin and Daniel B. Asher. The ordinary shares beneficially owned consist entirely of shares underlying warrants. Mr. Kopin and Mr. Asher, as the controlling persons of Intracoastal Capital LLC, may be deemed to have shared voting and dispositive power with respect to these securities. The principal business office of Mr. Kopin and Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida 33483, and the principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301. (15) Due to blocker provisions in the warrants under which the ordinary shares reported in this row may be issued, the maximum number of ordinary shares that may be actually held by the holders of the warrants upon exercise of those warrants may not exceed 9.99% of our issued and outstanding ordinary shares. (16) Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over the securities reported in this row. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. The ordinary shares reported in this row consist of 205,016 ordinary shares beneficially owned by Hudson Bay Master Fund Ltd., constituted by 106,250 ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering and 98,766 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction. (17) The ordinary shares reported in this row are beneficially owned by 3i, LP. 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013. The ordinary shares reported in this row consist of 262,500 ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering and 20,000 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction. 110 (18) Based on Amendment No. 1 to a Schedule 13G filed with the SEC on September 15, 2025. Represents 267,434 ordinary shares beneficially owned by Orca Capital AG, consisting of 4,934 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction and 262,500 ordinary shares underlying warrants acquired in our September 2025 public offering. Due to blocker provisions in the warrants held by these persons, the maximum number of ordinary shares that may be actually held by these persons upon exercise of those warrants may not exceed 4.99% of our issued and outstanding ordinary shares. Roman Grodon, Thomas Koenig, and Beate Ruhle‑Burkhardt have shared voting control and investment discretion over these securities. The principal business address of Orca Capital AG is Sperl‑Ring 2, 85276 Hettenshausen, Germany. (19) The 269,168 ordinary shares reported in this row are beneficially owned by Lincoln Alternative Strategies LLC and consist of 6,668 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction and 262,500 ordinary shares underlying warrants acquired in our September 2025 public offering. Stephen Temes, the control person of Lincoln Alternative Strategies LLC, has voting and investment control of these shares. The registered address of Lincoln Alternative Strategies LLC is c/o 901 Pennsylvania Ave. #3‑496, Miami Beach, FL 33139. (20) The ordinary shares reported in this row consist entirely of ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering, all of which are currently exercisable. (21) The ordinary shares reported in this row consist entirely of ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering, all of which are currently exercisable. Securities Authorized for Issuance Under Equity Compensation Plans Presented below is information about our equity compensation plans as of December 31, 2025: Plan category Number of ordinary shares to be issued upon exercise of outstanding options and RSUs 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 1,579 $ 902.46 Silexion Therapeutics Ltd. 2023 Equity Incentive Plan - $ - Silexion Therapeutics Corp 2024 Equity Incentive Plan 8,646 $ 18.9 86,573(1 ) Total 10,225 (1 ) (1) Effective as of January 1, 2026, the pool of ordinary shares available for future issuance under the 2024 Plan stood at 95,219 ordinary shares, and was automatically increased by an additional 156,333 ordinary shares, thereby increasing the total number of ordinary shares available for future issuance under the 2024 Plan to 251,552, and under all of our equity incentive plans, in the aggregate, to 253,131 ordinary shares. Under Proposal 2 to be presented at an extraordinary general meeting of our company that was scheduled to take place on March 16, 2025, which meeting was adjourned to March 23, 2026, the “evergreen” provision under the 2024 Plan would add such number of ordinary shares as would result in a total pool of ordinary shares under all equity incentive plans equal to 10% of our issued and outstanding shares on a fully diluted basis—which would instead add 594,900 ordinary shares under the 2024 Plan effective as of January 1, 2026 (inclusive of the 156,333 ordinary shares added under the existing evergreen provision). All together, the total number of shares reserved for issuance under our equity incentive plans after the January 1, 2026 increase would be 253,131 under the current, 5% evergreen provision or 691,698 under the proposed larger evergreen provision. 111 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 January 1, 2025, or currently proposed transactions, 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 Board. Mr. Hadar’s employment agreement, as amended, with our wholly-owned subsidiary Silexion Israel provides for him to receive a gross monthly salary of NIS 110,000, which amounts to an annual base salary of $382,398 (based on the average exchange rate for 2025, 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. Mirit Horenshtein Hadar, our Chief Financial Officer and Secretary, is Mr. Hadar’s spouse. Ms. Horenshtein Hadar’s employment agreement with our wholly-owned subsidiary Silexion Israel provides for her to a gross monthly salary of NIS 72,000, which amounts to an annual base salary of $250,297 (based on the average exchange rate for 2025, 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. Dr. Mitchell Shirvan’s serves as our Chief Scientific and Development Officer. His employment agreement with Silexion Israel provides for him a gross monthly salary of NIS 80,000, which amounts to an annual base salary of $278,108 (based on the average exchange rate for 2025, as published by the Bank of Israel), as well as customary disbursements toward his providence fund, further education fund and severance pay fund, and other fringe benefits commensurate with such position. 112 Indemnification Agreements On the date of, and in connection with, the Closing of the Business Combination, we entered into indemnification agreements with each of our directors and executive officers, which provide for indemnification and advancements by us of certain expenses and costs under certain circumstances. The indemnification agreements provide that we will indemnify each of our 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 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 serves as Exhibit 10.3 to this Annual Report, and which is incorporated herein by reference. Registration Rights Related to 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, 1,482 newly issued Moringa ordinary shares at a price of $1,350 per share, pursuant to the PIPE Agreement, dated as of August 15, 2024, by and among Moringa, the Company and the PIPE Investor. Those 1,482 shares automatically converted upon the Closing of the Business Combination into an equivalent number of our ordinary shares (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 agreed that, within 60 days after the Closing Date, we would file with the SEC a registration statement registering the resale of the PIPE Shares by the PIPE Investor, and use our 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 would not review that filing). In keeping with our obligations under those registration rights, we have registered the resale of the PIPE Shares by the PIPE Investor, initially, in a registration statement on Form S-1 (SEC file number 333-282556) and, subsequently, in a registration statement on Form S-3 (SEC file number 333-291210). 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 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. Amended and Restated Sponsor Promissory Note Effective as of the Closing, we issued to the Moringa sponsor, and the Moringa sponsor accepted, in amendment and restatement, and replacement, in their entirety, of all existing promissory notes issued by Moringa to the Moringa 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 a principal 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. We or 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 our ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date. 113 On September 15, 2025, in connection with the closing of our September 2025 public offering, we elected to convert $1.8 million of the outstanding amount under the A&R Sponsor Promissory Note into 450,000 ordinary shares that we issued to the Moringa sponsor. The conversion price of $4.00 per ordinary share reflected the price per ordinary share (including ordinary shares issuable upon exercise of pre-funded warrants) and accompanying two ordinary warrants to purchase two ordinary shares that we sold in that public offering. As a result of that conversion, the outstanding amount owed by us to the Moringa sponsor under the A&R Sponsor Promissory Note was reduced to $1,633,000. 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 10.2 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, our company, Moringa, the Moringa sponsor, the distributees of certain of our ordinary shares previously held by the sponsor, certain of our pre-Business Combination shareholders, and the PIPE Investor entered into 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 assumed Moringa’s existing obligations under Moringa’s prior registration rights agreement and granted registration rights to the Moringa sponsor, certain distributees of shares held by the Moringa sponsor, certain of our pre-Business Combination shareholders, and the PIPE Investor with respect to certain ordinary shares and warrants of ours. Under the A&R Registration Rights and Lock-Up Agreement, we 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. Under the lock-up provisions of the agreement, certain lock-up periods following the Closing applied to our securities that were held by our security holders who are party to the agreement, subject to permitted transfers to certain categories of permitted transferees. Each of those lock-up periods has already expired as of the date of this Annual Report. In keeping with our registration rights obligations under the A&R Registration Rights and Lock-Up Agreement, we have registered the resale of the securities covered by the agreement, initially, in a registration statement on Form S-1 (SEC file number 333-282556) and, subsequently, in a registration statement on Form S-3 (SEC file number 333-291210). 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 10.1 to this Annual Report, and which is incorporated herein by reference. Warrant Exercise Inducement Transactions During 2025, we completed two warrant exercise inducement transactions with existing warrant holders, including security holders that beneficially owned, at the time of those transactions, 5% or more of our outstanding ordinary shares. On January 29, 2025, we entered into an inducement offer letter agreement with holders of 148,102 of our existing ordinary warrants. On January 30, 2025, those holders exercised their warrants for cash and purchased 148,102 ordinary shares at a cash exercise price of $20.25 per share, in consideration of our issuance to them of new ordinary warrants to purchase up to an aggregate of 148,102 ordinary shares at an exercise price of $22.50 per share. The exercising holders also paid us an additional $1.88 per new ordinary warrant issued to them. We received aggregate gross proceeds of approximately $3.3 million from this transaction, before deducting placement agent fees and other offering expenses. 114 On July 31, 2025, we entered into a second inducement offer letter agreement with holders of 152,106 of our existing ordinary warrants. On August 1, 2025, those holders exercised their warrants for cash and purchased 152,106 ordinary shares at a cash exercise price of $11.57 per share, in consideration of our issuance to them of new ordinary warrants to purchase up to an aggregate of 304,212 ordinary shares at an exercise price of $11.32 per share. We received aggregate gross proceeds of approximately $1.8 million from this transaction, before deducting placement agent fees and other offering expenses. For both transactions, we engaged H.C. Wainwright to act as our exclusive placement agent and paid it cash fees equal to 7.0% of the aggregate gross proceeds received, as well as management fees equal to 1.0% of the gross proceeds. We also issued to H.C. Wainwright or its designees placement agent warrants to purchase up to 10,368 and 10,647 ordinary shares, respectively, with exercise prices of $27.66 per share and $14.46 per share, respectively. Related Party Transactions Policies and Procedures We have not 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. Instead, however, as described above in “ Item 10. Directors, Executive Officers and Corporate Governance— Corporate Governance Practices— 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 and any of our affiliates. Our audit committee, pursuant to its 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 seek to enter into any 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 officers or directors, any of their affiliates, or any of our 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. Director Independence Nasdaq listing standards require that a majority of the members of our 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 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, our Board considers the current and prior relationships that each director has with the Company and all other facts and circumstances that the Board deems relevant in determining the director’s independence, including the beneficial ownership of our securities by such director, and the transactions described in the sub-section above titled “ Related Party Transactions .” 115 The 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, who together constitute all members of those committees, has been determined to be 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, 2025 and 2024 (“ PwC Israel ”), for services rendered for the years ended December 31, 2025 and 2024. For the year ended December 31, 2024, 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 Silexion and its consolidated subsidiaries, including Silexion Israel, through which our business is primarily conducted, and (ii) for the period from January 1, 2024 through August 15, 2024, to Silexion Israel and its consolidated subsidiaries. 2025 2024 (US$ in thousands) Audit Fees(1) 361 301 Tax Fees (2) - 49 Total 361 350 (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. 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 Annual Report: (1) Our financial statements as of, and for the year ended December 31, 2025, which are included in the “F-“ pages of this Annual Report. 116 (3) The exhibits listed in the following Exhibit Index: 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) 3.3 Ordinary Resolution Effecting 1‑for‑15 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 July 29, 2025) 3.4 Ordinary Resolution Approving Increase in Authorized Share Capital to $121,500 (9,000,000 ordinary shares, par value $0.0135) (incorporated by reference to Exhibit 3.1 to Silexion Therapeutics Corp’s Current Report on Form 8‑K filed with the SEC on August 19, 2025) 3.5 Proposed Ordinary Resolution Approving Increase in Authorized Share Capital to $ 796,500 (59,000,000 ordinary shares, par value $0.0135) (incorporated by reference to Annex B to Silexion Therapeutics Corp’s Proxy Statement on Schedule 14A, filed with the SEC on February 23, 2026) 4.1* Description of Securities of Silexion Therapeutics Corp registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended 4.2 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) 4.3 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) 4.4 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) 4.5 Warrant Adjustment Notice, dated July 29, 2025, in respect of 1‑for‑15 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 July 29, 2025) 10.1 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) 10.2 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) 10.3 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) 10.4.1# 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) . 10.4.2# 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) 117 10.5.1# 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) 10.5.2# Proposed Amendment to Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan (incorporated by reference to Annex C to Silexion Therapeutics Corp’s Proxy Statement on Schedule 14A, filed with the SEC on February 23, 2026) 10.6# 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) 10.7 Form of Ordinary Warrant (January 2025 public offering) (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) 10.8 Form of Placement Agent Warrant (January 2025 public offering) (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) 10.9 Form of Ordinary Share Purchase Warrant (January 2025 warrant exercise inducement transaction) (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) 10.10 Form of Placement Agent Warrant (January 2025 warrant exercise inducement transaction) (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) 10.11 Form of Ordinary Share Purchase Warrant (July/August 2025 warrant exercise inducement transaction) (incorporated by reference to Exhibit 10.2 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 1, 2025) 10.12 Form of Placement Agent Warrant (July/August 2025 warrant exercise inducement transaction) (incorporated by reference to Exhibit 10.3 to Silexion Therapeutics Corp’s Current Report on Form 8-K filed with the SEC on August 1, 2025) 10.13 Form of Series A Ordinary Share Purchase Warrant (September 2025 public offering) (incorporated by reference to Exhibit 4.1 to Silexion Therapeutics Corp’s Current Report on Form 8‑K filed with the SEC on September 12, 2025) 10.14 Form of Series B Ordinary Share Purchase Warrant (September 2025 public offering) (incorporated by reference to Exhibit 4.2 to Silexion Therapeutics Corp’s Current Report on Form 8‑K filed with the SEC on September 12, 2025) 10.15 Form of Placement Agent Warrant (September 2025 public offering) (incorporated by reference to Exhibit 4.4 to Silexion Therapeutics Corp’s Current Report on Form 8‑K filed with the SEC on September 12, 2025) 10.16 At‑The‑Market Offering Agreement, dated September 26, 2025, by and between Silexion Therapeutics Corp and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to Silexion Therapeutics Corp’s Current Report on Form 8‑K filed with the SEC on September 26, 2025) 19.1 Insider Trading Policy of Silexion Therapeutics Corp (incorporated by reference to Exhibit 19.1 to Silexion Therapeutics Corp’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 18, 2025) 21.1* List of Subsidiaries 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 (incorporated by reference to Exhibit 97.1 to Silexion Therapeutics Corp’s Annual Report on Form 10-K for the year ended December 31, 2024 , filed with the SEC on March 18, 2025) 101.INS*Inline XBRL Instance Document. 101.SCH*Inline XBRL Taxonomy Extension Schema Document. 101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. # Indicates management contract or compensatory plan, contract or arrangement. Item 16. Form 10-K Summary Not required. 118 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: March 17, 2026 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 17, 2026 Ilan Hadar (Principal Executive Officer) /s/ Mirit Horenshtein Hadar Chief Financial Officer March 17, 2026 Mirit Horenshtein Hadar (Principal Financial and Accounting Officer) /s/ Ruth Alon Director March 17, 2026 Ruth Alon /s/ Dror Abramov Director March 17, 2026 Dror Abramov /s/ Ilan Levin Director March 17, 2026 Ilan Levin /s/ Avner Lushi Director March 17, 2026 Avner Lushi /s/ Shlomo Noy Director March 17, 2026 Shlomo Noy /s/ Amnon Peled Director March 17, 2026 Amnon Peled 119 SILEXION THERAPEUTICS CORP CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 SILEXION THERAPEUTICS CORP CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 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 Shareholders’ Equity (Capital Deficiency) F-6 Consolidated Statements of Cash Flows F-7 - F-8 Notes to Consolidated Financial Statements F-9 - F-35 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, 2025 and 2024, and the related consolidated statements of operations, changes in redeemable convertible preferred shares and shareholders' equity (capital deficiency) and cash flows for the 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, 2025 and 2024, and the results of its operations and its cash flows for the years then ended 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 1g 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 1g. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 17, 2026 We have served as the Company's auditor since 2023. F - 2 SILEXION THERAPEUTICS CORP CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands, except share data) December 31 2025 2024 Assets CURRENT ASSETS: Cash and cash equivalents $ 5,991 $ 1,187 Restricted cash 27 35 Prepaid expenses 570 966 Other current assets 49 62 TOTAL CURRENT ASSETS 6,637 2,250 NON-CURRENT ASSETS: Restricted cash 57 48 Long-term deposit and other non-current assets 84 5 Property and equipment, net 25 30 Operating lease right-of-use asset 412 530 TOTAL NON-CURRENT ASSETS 578 613 TOTAL ASSETS $ 7,215 $ 2,863 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 2025 2024 Liabilities and shareholders’ equity (capital deficiency) CURRENT LIABILITIES: Trade payables $ 787 $ 929 Current maturities of operating lease liability 182 158 Employee related obligations 879 642 Other accounts payable 910 788 Private warrants to purchase ordinary shares (including $ * and $ 1 due to related party, as of December 31, 2025 and December 31, 2024, respectively) * 2 Underwriters Promissory Note - 1,004 TOTAL CURRENT LIABILITIES 2,758 3,523 NON-CURRENT LIABILITIES: Long-term operating lease liability 286 368 Related Party Promissory Note 1,568 2,961 TOTAL NON-CURRENT LIABILITIES $ 1,854 $ 3,329 TOTAL LIABILITIES $ 4,612 $ 6,852 COMMITMENTS AND CONTINGENT LIABILITIES (Note 7) SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY): Ordinary shares ($ 0.0135 par value per share, 9,000,000 and 1,481,482 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 3,126,651 and 123,290 ** shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) 42 2 Additional paid-in capital 57,727 39,263 Accumulated deficit ( 55,166 ) ( 43,254 ) TOTAL SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY) $ 2,603 $ ( 3,989 ) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY) $ 7,215 $ 2,863 All share amounts have been retroactively adjusted to reflect a 1-for-15 reverse share split as discussed in Note 1(e) * Represents an amount less than $1 ** Net of 28 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 2025 2024 OPERATING EXPENSES: Research and development (including $ 0 and $ 1,796 from related party, for the year ended December 31, 2025 and December 31, 2024, respectively) $ 7,140 $ 5,815 General and administrative (including $ 134 and $ 2,972 from related party, for the years ended December 31, 2025 and December 31, 2024, respectively) 4,492 6,756 TOTAL OPERATING EXPENSES 11,632 12,571 OPERATING LOSS 11,632 12,571 Financial expenses (income), net (including $ 232 and $( 1,249 ) from related party, for the years ended December 31, 2025 and December 31, 2024, respectively) 277 3,938 LOSS BEFORE INCOME TAX $ 11,909 $ 16,509 INCOME TAX 3 10 NET LOSS FOR THE YEAR $ 11,912 $ 16,519 Attributable to: Equity holders of the Company 11,912 16,443 Non-controlling interests - 76 $ 11,912 $ 16,519 LOSS PER ORDINARY SHARE, BASIC AND DILUTED* $ 8.96 $ 394.94 WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE*: 1,329,515 41,635 * All share amounts have been retroactively adjusted to reflect a 1-for-15 reverse share splits as discussed in Note 1(e) 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 SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY) (U.S. dollars in thousands, except per share data) Redeemable Convertible Preferred Shares*** Ordinary shares*** Additional paid-in Capital Accumulated deficit Total shareholders' equity (capital deficiency) Total redeemable convertible preferred shares and contingently redeemable non-controlling interests and shareholders' equity (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, 2024 2,875 $ 7,307 676 $ 2,392 337 $ 2,264 470 $ 2,683 161 $ 411 $ 3,420 6,516 * $ 11,335 $ ( 26,811 ) $ ( 15,476 ) $ 3,001 CHANGES DURING 2024: Exercise of pre-funded options 919 ** * * * * Share-based compensation 5,242 * 5,862 5,862 5,862 Issuance of convertible preferred shares upon net exercise of warrants 10 - 62 $ 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)) ( 2,875 ) $ ( 7,307 ) ( 686 ) $ ( 2,392 ) ( 337 ) $ ( 2,264 ) ( 470 ) $ ( 2,683 ) ( 223 ) $ ( 745 ) $ ( 3,344 ) 31,873 1 18,734 18,735 - Issuance of ordinary shares upon Transactions (see Note 1(d)) 27,825 * * * Issuance of ordinary shares for ELOC holders, see Note 3(d) 50,915 1 3,332 3,333 3,333 BALANCE AT DECEMBER 31, 2024 -, - -, - -, - -, - -, - -, - -, - -, - -, - -, - -, - 123,290 **** $ 2 $ 39,263 $ ( 43,254 ) $ ( 3,989 ) $ ( 3,989 ) CHANGES DURING 2025: Exercise of pre-funded options 9 * * * * Issuance of ordinary shares and warrants upon January 2025 and September 2025 public offerings, net of issuance costs and exercise of pre-funded warrants to ordinary shares (see Note 8(a)) 1,746,914 23 9,427 9,450 9,450 Exercise of warrants, January 2025 and September 2025 (see Note 8(a)) 487,683 7 2,637 2,644 2,644 Issuance of ordinary shares and warrants upon warrants inducement transactions, January 2025 and August 2025, net of issuance costs (see Note 8(b)) 300,208 4 4,292 4,296 4,296 Share-based compensation 28 * 134 134 134 Conversion of Underwriters Promissory Note (see Note 3(a)) 18,519 * 356 356 356 Conversion of Sponsor Promissory Note (see Note 3(b)) 450,000 6 1,618 1,624 1,624 Net loss ( 11,912 ) ( 11,912 ) ( 11,912 ) BALANCE AT DECEMBER 31, 2025 -, - -, - -, - -, - -, - -, - -, - -, - -, - -, - -, - 3,126,651 $ 42 $ 57,727 $ ( 55,166 ) $ 2,603 $ 2,603 * 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 $0.339 or 0.339 NIS per share *** All share amounts have been adjusted (in the case of prior periods, retroactively) to reflect the 1-for-9 and 1-for-15 reverse share splits effected in November 2024 and July 2025, respectively, as discussed in Note 1(e) **** Net of 28 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 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 11,912 ) $ ( 16,519 ) Adjustments required to reconcile loss to net cash used in operating activities: Depreciation 14 25 Share-based compensation expenses 134 5,862 Non-cash loss upon entering Transactions - 4,783 Other non-cash financial expenses (income) 344 ( 1,051 ) Loss (gain) on disposal of property and equipment - 16 Loss from lease termination - 68 Changes in operating assets and liabilities: Decrease (increase) in prepaid expenses 396 ( 631 ) Decrease (increase) in other current assets 13 ( 38 ) Increase (decrease) in trade payable ( 142 ) 610 Net change in operating lease ( 5 ) ( 57 ) Increase in employee related obligations 237 435 Increase (decrease) in other accounts payable 102 ( 1,899 ) Net cash used in operating activities ( 10,819 ) ( 8,396 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in long-term deposits ( 5 ) - Purchase of property and equipment ( 9 ) ( 22 ) Net cash used in investing activities ( 14 ) ( 22 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of ordinary shares upon January 2025 and September 2025 public offerings 11,000 - Issuance costs related to public offerings ( 1,530 ) - Proceeds from exercise of warrants 2,644 - Proceeds from issuance of ordinary shares upon January 2025 and August 2025 warrants inducement transactions 5,036 - Issuance costs related to warrants inducement transactions ( 740 ) - Payment of Underwriters Promissory Note ( 696 ) ( 250 ) Prepaid of issuance cost related to At the Market Offering ( 74 ) - 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 Net cash provided by financing activities 15,640 5,104 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 4,807 ( 3,314 ) EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 2 ) ( 61 ) BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR 1,270 4,645 BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR $ 6,075 $ 1,270 * 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 2025 2024 Appendix A – RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents 5,991 1,187 Restricted cash 84 83 TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS $ 6,075 $ 1,270 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 Silexion ordinary shares - $ 3,344 Conversion of Underwriters Promissory Note to ordinary shares $ 356 - Conversion of Related Party Promissory Note to ordinary shares $ 1,624 - Accrued and unpaid issuance expenses in respect of public offering $ 20 - 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 $ 13 $ 27 Interest received $ 155 $ 28 F - 8 SILEXION THERAPEUTICS CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL: a. Introduction : Silexion Therapeutics Corp (“Silexion”, the “Company” or the “Combined Company”) is a clinical-stage biotechnology company developing, through its subsidiaries, RNA interference (RNAi) therapies for KRAS-driven cancers. Silexion’s approach targets a significant unmet medical need, as treatment innovation for KRAS-driven cancers has historically lagged despite KRAS being one of the most common oncogenic drivers across solid tumors. Silexion’s lead product candidate, SIL204, is a second-generation siRNA therapy, designed to silence mutant KRAS, using an integrated treatment approach that combines intratumoral and systemic administration. The Company was originally formed for the purpose of effecting the Transactions (as defined below). Following the closing of the Transactions on August 15, 2024 (the “Closing”), the Company became a publicly-traded holding company that has one primary active wholly-owned subsidiary — Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (“Silexion Israel”), an Israeli limited company, through which much of its operations are conducted, along with certain additional inactive subsidiaries, including Moringa Acquisition Corp (“Moringa” or the “SPAC”), a Cayman Islands exempted company. On April 3, 2024, the Company entered into an Amended and Restated Business Combination Agreement (hereinafter, the “A&R BCA”) with the SPAC, Silexion Israel, August M.S. Ltd. an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub 1”), and Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and additional wholly-owned subsidiary of the Company (“Merger Sub 2”). Pursuant to the closing under the A&R BCA, which occurred on August 14, 2024, both Silexion Israel and the SPAC became wholly-owned subsidiaries of the Company, which became a publicly-held, Nasdaq-listed entity whose securities are traded under the ticker symbols “SLXN” and “SLXNW” (the A&R BCA and related transactions: the “Transactions”). 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 Israel, 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 Israel (as the predecessor entity to the Company) through August 15, 2024 and the financial information of Silexion (as the Combined Company following the Transactions) from August 16, 2024 forward. c. Subsidiaries : The Company has three subsidiaries as of December 31, 2025: 1. Silexion Israel . Silexion Israel was incorporated in Israel and began its operations on November 30, 2008. Since its incorporation, Silexion Israel 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 Israel takes an integrated approach to treatments, combining intratumoral and systemic administration of its RNAi therapies. Silexion Israel’s long-lived assets are located in Israel. 2. Silenseed (China) Ltd. On April 28, 2021, Silexion Israel (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, 2025, 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 had no significant operations during the reporting periods. F - 9 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL (continued): 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 Merger Sub 2 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. On February 9, 2026 the Company purchased a German shelf company, subsequently renamed Silexion Therapeutics GmbH (“Silexion Germany”), to conduct the Company’s clinical trials in Germany. 5. The Company, the Chinese Subsidiary, Moringa and Silexion Israel (and, when describing any event following its having been acquired in February 2026, Silexion Germany as well) are together referred to hereinafter as the “Group”. d. Business Combination : 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 Silexion (the “SPAC Merger”), and Merger Sub 1 merged with and into Silexion Israel, with Silexion Israel continuing as the surviving company of such merger and a wholly-owned subsidiary of Silexion (the “Acquisition Merger”). In connection with the Closing of the Transactions, the ordinary shares and warrants of Silexion were listed on the Nasdaq Global Market (currently, they are listed on the Nasdaq Capital Market) and began trading under the symbols “SLXN” and “SLXNW”, respectively. For more information on instruments issued as part of the Transactions, see Note 3. The Transactions were accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Silexion Israel was treated as the accounting acquirer and the SPAC was treated as the “acquired” company for financial reporting purposes. Under the reverse recapitalization accounting method, the Transactions were deemed to be the equivalent of a capital transaction in which Silexion Israel 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 Israel. 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 Silexion’s ordinary shares, $ 0.0001 par value per share (before adjustment for two subsequent reverse share splits, which are described in Note 1(e)) issued to legacy Silexion Israel shareholders in connection with the reverse recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to legacy Silexion Israel 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 Israel’s ordinary shares underwent a 1-for-3.9829 conversion (before adjustment for subsequent reverse share splits). F - 10 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL (continued): e. Reverse share splits : On November 27, 2024 and July 28, 2025, the Company effected 1-for-9 and 1-for-15 reverse share splits of all of its issued and outstanding, and authorized but unissued, ordinary shares. The reverse share splits resulted in corresponding increases in the par value of the Company’s ordinary shares, from $ 0.0001 to $ 0.0009 , and from $ 0.0009 to $ 0.0135 , per share. No fractional shares were issued as a result of the reverse splits, as any fractional share totals to which shareholders would have been entitled were rounded up to the nearest whole number of shares. All references made to ordinary shares, preferred shares and per share amounts (for each of Silexion, Silexion Israel, and Moringa) in these consolidated financial statements, unless otherwise indicated, have been adjusted (for periods preceding either reverse share split, retroactively) to reflect those reverse share splits. f. Israeli war : In October 2023, Israel was attacked by Hamas, a terrorist organization and entered a state of war. Since the commencement of these events, there have been additional active hostilities, including with Hezbollah in Lebanon, the Houthi movement which controls parts of Yemen, and with Iran. In response to ongoing Iranian aggression and support of proxy attacks against Israel, on June 12, 2025, Israel conducted a series of preemptive defensive air strikes in Iran targeting Iran’s nuclear program and military commanders. On June 24, 2025, a ceasefire with Iran was reached. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. While that ceasefire has been mostly maintained, in late February 2026, Israel and the United States preemptively attacked Iran. As part of this conflict, Iran and Hezbollah have launched missile attacks throughout Israel. As a result, the Israeli government imposed restrictions on opening of non-essential places of business and announced recruitment of military reserves. The Company’s employees and management personnel are located in Israel; however, other core activities, including research and development, clinical, and regulatory, are conducted outside of Israel. The Company considered the impact of the war and determined that (in part due to those core activities being conducted outside of Israel) there were no material adverse impacts on the consolidated financial statements, including related significant estimates made by management, for the period ended December 31, 2025. Further, as the Company’s R&D activity is conducted outside of Israel, the Company does not expect future adverse effects of the war on its core activities. On the other hand, travel restrictions imposed may impact the Company’s ability to raise funds to finance its activities in the near term. At this stage, the Company is unable to estimate the impact of the developments on its future financial position, its results of operations, or its cash flows, if any. However, as this event is outside the Company’s control, factors such as the continued duration of the military conflict and its potential expansion into additional areas, as well as other developments, may impact the Company, its financial position, its ability to conduct financing activities, its results of operations, and its cash flows. The Company continues to monitor these developments in order to assess the potential effects of the military conflict on its activities. g. Going concern: Since its inception, the Company (and, prior to the Transactions, its predecessor, Silexion Israel) 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 Israel) has incurred losses of $ 11,912 and $ 16,519 for the years ended December 31, 2025 and December 31, 2024, respectively. During the year ended December 31, 2025, the Company had negative operating cash flows of $ 10,819 . As of December 31, 2025, the Company had cash and cash equivalents of $ 5,991 . 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. F - 11 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 1 - GENERAL (continued): Under these circumstances, in accordance with the requirements of Accounting Standards Codification (“ASC”) 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, as management believes its current funds will be sufficient to fund its operations for only several months from the date these financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 (see Note 12). 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”) and Euro; however, the markets for the Company's future products are located outside of Israel. Financing activities are conducted in U.S. dollars (“dollars” 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 Israel 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. 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 (continued): e. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include money market funds, that are not restricted as to withdrawal or use, and 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. Restricted cash As of December 31, 2025 and 2024, the Company had pledged amounts of $ 57 , respectively in favor of a bank as collateral for guarantees provided to secure its operating lease payments. The Company is required to hold a minimum amount of NIS 86 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 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 $ 179 and $ 122 for the years ended December 31, 2025 and 2024, respectively. 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): 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 issues freestanding instruments, the Company first analyzes the provisions of ASC 480, Distinguishing Liabilities from Equity (“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 analyzes 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. 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). k. Contracts over Ordinary Shares 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. Other warrants convertible to ordinary shares are considered indexed to the Company’s own stock and meet the conditions for equity classification, and thus are presented within equity. 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): 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. The effect of Induced exercises of equity-classified warrants that is directly attributable to a proposed or actual equity offering are accounted for as an equity issuance cost. 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 3(b). Fair value gains and losses include interest expenses. m. Share-based compensation The Company’s employee and non-employee 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. n. 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 are included as a deduction from research and development expenses. See Note 7. The Company did not receive any grants during 2025 or 2024. 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): o. 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. p. 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 $ 0.339 or NIS 0.339 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. 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): q. 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. r. Concentration of credit risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash and long-term deposits. The Company deposits cash and cash equivalents mostly with four low risk financial institutions. The Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments. s. 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, 2025 and 2024, the Company did not recognize an impairment loss for its long-lived assets t. Comprehensive Loss Comprehensive loss includes no items other than net loss. u. 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, 2025, and December 31, 2024, no contingent liabilities have been recognized. 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): v. 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 Accounting Standards Updates (“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 June 2022, the Financial Accounting Standards Board (“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 sales restrictions. The Company adopted the ASU on January 1, 2025 and it did not have a material impact on the Company’s consolidated financial statement. 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. 3) In September 2025, the FASB issued ASU 2025-07 “Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”. The ASU excludes from the derivative accounting certain non-exchange-traded contracts with contracts with underlying that are based on operations or activities specific to one of the parties to the contract. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods within those annual periods. Early adoption is permitted. The amendment can be applied either prospectively to new contracts entered into on or after the date of adoption or on a modified retrospective basis through cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. The Company is in the process of evaluating the effects of the ASU on its contracts. 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): 4) In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities, to amend the guidance in “Government Grants” (Topic 832). The update provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The guidance is effective for fiscal years beginning after December 15, 2029, including interim periods within those fiscal years. The Company is in the process of assessing the impact on its results of operations, financial position and disclosures, and in particular the impact on future IIA Support Grants (see Note 7). 5) In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. The Company is in the process of assessing the impacts of the ASU on its interim financial statements. NOTE 3 - FINANCIAL INSTRUMENTS ISSUED AND ASSUMED IN TRANSACTIONS The following financial instruments were issued and became outstanding in connection with the 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 initial public offering (“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 IPO. At the Closing, Moringa paid $ 350 of cash to EarlyBird from its trust account and Silexion issued to EarlyBird a convertible promissory note, due December 31, 2025, in an amount of $ 1,250 to be paid by Silexion to EarlyBird in cash or, at the election of EarlyBird upon maturity, via conversion of outstanding amounts into ordinary shares of Silexion (the “Underwriters Promissory Note”). The Underwriters Promissory Note bore interest at a rate of 6 % per annum and was to mature on December 31, 2025. Silexion was required to make mandatory prepayments on the note in amounts equal to 10 % of the gross proceeds received by Silexion from any equity financing consummated by it prior to the maturity date. As of December 31, 2024, the Company 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). During January 2025, the Company repaid $ 158 of the principal amount of the Underwriters Promissory Note. On March 13, 2025, the Company entered into a letter agreement with EarlyBird, under which the remaining $ 880 of outstanding principal amount and accrued interest under the Underwriters Promissory Note was extinguished in exchange for a cash payment by the Company (including accrued interest) of $ 551 and the Company’s issuance to EarlyBird of 18,519 ordinary shares. b. Sponsor/Related Party Promissory Note Effective as of the Closing, 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 Silexion) only by way of conversion into Silexion ordinary shares (“Note Shares”). Silexion and the Sponsor may also convert amounts outstanding under the Related Party Promissory Note at the price per share at which Silexion conducts an equity financing following the Closing, subject to a minimum conversion amount of $ 100 , in an amount of Note Shares constituting up to thirty percent ( 30 %) of the number of Silexion ordinary shares issued and sold by Silexion in such equity financing. The Sponsor may also elect to convert amounts of principal outstanding under the note into Silexion ordinary shares at any time following the 24-month anniversary of the Closing Date, subject to a minimum conversion of $ 10 , at a price per share equal to the volume weighted average price of the Silexion ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date. F - 19 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): On September 15, 2025, as part of its public offering (see Note 8(a)), the Company converted $ 1,800 of the Related Party Promissory Note into 450,000 ordinary shares at a fair value of $ 1,624 . The converted amount represented 30 % of the funds raised by the Company in its September 2025 public offering, in accordance with the Company’s conversion right under the Related Party Promissory Note. As of December 31, 2025, $ 1,633 of the Related Party Promissory Note’s principal amount remained outstanding. 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”), 1,482 newly issued Moringa ordinary shares at a price of $ 1,350 .00 per share, pursuant to a subscription agreement, dated as of August 15, 2024, by and among Moringa, Silexion and the PIPE Investor (the “PIPE Agreement”). Those 1,482 shares were automatically converted upon the Closing of the Transactions into an equivalent number of Silexion ordinary shares (the “PIPE Shares”). d. ELOC Financing In connection with the Closing, 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 Silexion was able to request to sell to the ELOC Investor, and the ELOC Investor was required to purchase, via private placement transactions, up to $ 15,000 of Silexion ordinary shares from time to time after the Closing, up until December 31, 2025. During the year ended December 31, 2024, the Company sold 48,208 ordinary shares under the ELOC at an average price of $ 63.3 per share, net of fees of approximately $ 20 . The net proceeds from those sales were $ 3,054 . During the year ended December 31, 2025, the Company did not make any sales under the ELOC. For further information see Note 12(b). e. SPAC Warrants On the Closing Date, Moringa, 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 Silexion. Upon Closing, Silexion assumed 42,592 warrants sold by Moringa in its IPO (“Public Warrants”) and 1,408 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 Silexion at a price of $ 1,552.5 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. 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): 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 $2,430.00 per share (as adjusted) for any 20 trading days within any 30-trading day period, beginning on the 30 th 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, 2025, 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 2(k)). 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. NOTE 4 - PROPERTY AND EQUIPMENT, NET: The composition of the Company’s property and equipment, grouped by major classifications, is as follows: December 31 2025 2024 Cost: Computers $ 93 $ 87 Office furniture 15 12 $ 108 $ 99 Accumulated depreciation: Computers 80 67 Office furniture 3 2 $ 83 $ 69 Property and equipment, net $ 25 $ 30 Depreciation expenses were $ 14 and $ 25 in the years ended December 31, 2025 and 2024, respectively. F - 21 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 5 - LEASES: a. On August 15, 2024, Silexion Israel 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 Israel 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 Israel signed a new lease agreement for an office in Israel starting on 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 Israel will pay quarterly fixed payments to the lessor (including payments for common area maintenance). Lease payments are indexed to the Israeli consumer price index (the “CPI”). Silexion Israel provided the lessor with a bank guarantee as a rental security. The bank, in turn, placed a pledge over restricted cash of $ 57 . Operating lease costs for the years ended December 31, 2025 and 2024 are as follows: Year Ended December 31, 2025 2024 Fixed payments and variable payments that depend on an index or rate: Office and operational lease expenses $ 170 $ 144 Variable lease cost (included in the operating lease costs) $ 1 $ 8 Loss from lease termination $ - $ 68 Total operating lease costs $ 171 $ 220 Operating cash flows, for amounts included in the measurement of lease liabilities, are as follows: Year Ended December 31, 2025 2024 Office and operational spaces lease expenses $ 170 $ 130 Termination penalty $ - $ 34 Total $ 170 $ 164 Supplemental information related to operating leases is as follows: Year Ended December 31, 2025 2024 Weighted average remaining lease term (years) 2.84 3.84 Weighted average discount rate 11.28 % 11.28 % As of December 31, 2025, Silexion Israel 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 Israel’s operating lease liabilities as of December 31, 2025: Operating lease liabilities 2026 $ 191 2027 197 2028 150 Total undiscounted lease payments $ 538 Less - imputed interest $ ( 70 ) Present value of lease liabilities $ 468 F - 22 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 6 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION: Balance sheets: a. Other accounts payable December 31 2025 2024 Accrued expenses $ 859 $ 741 Income tax 51 47 $ 910 $ 788 Statement of operations: b. Research and development expenses: Year ended December 31, 2025 2024 Payroll and related expenses $ 1,801 $ 1,231 Share-based compensation expenses - 2,424 Subcontractors and consultants 5,030 1,890 Rent and maintenance 200 205 Other 109 65 $ 7,140 $ 5,815 c. General and administrative expenses: Payroll and related expenses $ 1,527 $ 1,154 Share-based compensation expenses 134 3,438 Professional services 2,103 1,632 Depreciation 14 25 Rent and maintenance 177 89 Patent registration 59 43 Travel expenses 154 106 Other 324 269 $ 4,492 $ 6,756 d. Financial expense, net: Change in fair value of financial liabilities measured at fair value (including ELOC) $ 279 $ ( 1,150 ) Issuance costs - ELOC agreement - 52 Loss upon entering Transactions - 4,783 Interest income, net ( 142 ) ( 1 ) Foreign currency exchange loss, net 127 247 Other 13 7 Total financial expense, net $ 277 $ 3,938 NOTE 7 - COMMITMENTS AND CONTINGENT LIABILITIES: From 2009 to 2020, Silexion Israel received several approvals from the IIA for participation in research and development activities performed by Silexion Israel (“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 bears a 12 -month term SOFR interest rate. 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. As of December 31, 2025, the total royalty amount that may be payable by the Company to the IIA was approximately $ 5.8 million ($ 6.7 million including interest). F - 23 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 8 - WARRANTS TO PURCHASE ORDINARY SHARES: a. January and September Public Offerings of Ordinary Shares, Pre-Funded Warrants, and Ordinary Warrants. On January 15, 2025, and again on September 11, 2025, the Company offered and sold in, and on January 17, 2025 and September 12, 2025, the Company completed, public offerings (the “January Offering” and “September Offering”, respectively) of its securities. In the January Offering, the Company offered and sold 143,067 ordinary shares and 143,067 ordinary warrants to purchase up to 143,067 ordinary shares, at a purchase price of $ 20.25 per ordinary share and accompanying warrant, and 103,847 pre-funded warrants to purchase up to 103,847 ordinary shares (the “January Pre-Funded Warrants”) and 103,847 ordinary warrants to purchase up to 103,847 ordinary shares, at a purchase price of $ 20.25 per pre-funded warrant and accompanying ordinary warrant (all such ordinary warrants sold with the ordinary shares and January Pre-Funded Warrants, the “January Ordinary Warrants”). In the September Offering, the Company offered and sold 1,392,250 ordinary shares and 107,750 pre-funded warrants to purchase 107,750 ordinary shares (the “September Pre-Funded Warrants”), each of which ordinary share and pre-funded warrant was sold together with two ordinary warrants— one Series A ordinary warrant and one Series B ordinary warrant, or 1,500,000 Series A ordinary warrants and 1,500,000 Series B ordinary warrants in total (collectively, the “September Ordinary Warrants”). The purchase price was $ 4.00 per ordinary share and accompanying two September Ordinary Warrants, and $ 3.9999 per pre-funded warrant and accompanying two September Ordinary Warrants. The aggregate gross proceeds to the Company from the January Offering and September Offering were approximately $ 5,000 and $ 6,000 , respectively, net of transaction costs of $ 745 and $ 805 , respectively. The January Pre-Funded Warrants were immediately exercisable at an exercise price of $ 0.0015 per ordinary share, and the September Pre-Funded Warrants were immediately exercisable at an exercise price of $ 0.0001 per ordinary share, and do not expire until exercised in full. The January Ordinary Warrants are exercisable at a price of $ 20.25 per ordinary share. and expire five years after issuance. The September Ordinary Warrants are exercisable at a price of $ 4 per ordinary share, with Series A ordinary warrants and Series B ordinary warrants expiring five years and one year , respectively, after issuance. As of December 31, 2025, all 103,847 January Pre-Funded Warrants had been exercised for 103,847 ordinary shares, and a total of 42,683 January Ordinary Warrants had been exercised for 42,683 ordinary shares, for total proceeds of $ 0.9 million. As of December 31, 2025, all 107,750 September Pre-Funded Warrants had been exercised for 107,750 ordinary shares, and a total of 445,000 September Ordinary Warrants had been exercised for 445,000 ordinary shares, for total proceeds of $ 1.78 million. These exercises of September Ordinary Warrants occurred subsequent to, and were not related to, the January Inducement Offer or July Inducement Offer transactions (which are described in b. below). As compensation for the placement agent’s role in the January Offering and September Offering, the Company issued to it warrants to purchase up to 17,284 , and 105,000 , ordinary shares, respectively. Those placement agent warrants had exercise prices of $ 25.31 and $ 5 per ordinary share, respectively, were exercisable for five years from the date of the commencement of sales in the January Offering or September Offering (as applicable), and otherwise reflected substantially the same terms as the January Ordinary Warrants or September Ordinary Warrants (as applicable) sold in the January Offering or September Offering (as applicable). F - 24 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 8 - WARRANTS TO PURCHASE ORDINARY SHARES (continued) : b. Induced Warrant Exercise Transactions On January 29, 2025, the Company entered into an inducement offer letter agreement (the “January Inducement Offer”) with holders of 148,102 of the Company’s January Ordinary Warrants. Pursuant to the January Inducement Offer, on January 30, 2025, those holders exercised those warrants for cash and purchased 148,102 ordinary shares at a cash exercise price of $ 20.25 per share. As consideration for the holders’ agreement to exercise, the Company issued to them new ordinary warrants to purchase up to an aggregate of 148,102 ordinary shares at an exercise price of $ 22.50 per share (the “January New Ordinary Warrants”). The exercising holders also paid the Company an additional $ 1.88 per January New Ordinary Warrant issued to them. The Company received aggregate gross proceeds of approximately $ 3,276 from the exercise of the existing January Ordinary Warrants by the holders, net of placement agent fees and other offering expenses of $ 462 . Upon exercise for cash of any January New Ordinary Warrants, in certain circumstances, the placement agent will receive from the Company a cash fee of 8.0 % of the aggregate gross exercise price. Pursuant to the January Inducement Offer transaction, the Company also issued to the placement agent warrants to purchase up to 10,368 ordinary shares, which have the same terms as the January New Ordinary Warrants issued in the transaction, except that the placement agent warrants have an exercise price equal to $ 27.66 per share. Upon exercise for cash of any January New Ordinary Warrants, in certain circumstances, the Company will issue to the placement agent warrants that are exercisable for 7.0 % of the number of ordinary shares issuable upon the exercise of those January New Ordinary Warrants. As of December 31, 2025, the payment of cash fees and issuance of additional warrants to the placement agent upon exercise of January New Ordinary Warrants were not probable. Both the January New Ordinary Warrants and the placement agent warrants were immediately exercisable from the date of their issuance until April 1, 2027. On July 31, 2025, the Company entered into an additional inducement offer letter agreement (the “July Inducement Offer”) with holders of 152,106 of the Company’s existing ordinary warrants, of which (i) 22,468 were January Ordinary Warrants, and (ii) 129,638 were January New Ordinary Warrants. The closing under the July Inducement Offer occurred on August 1, 2025, when those holders exercised those warrants for cash and purchased 152,106 ordinary shares at a reduced cash exercise price of $ 11.57 per share. The Company received aggregate gross proceeds of approximately $ 1,760 from the exercise of the existing ordinary warrants by the holders, net of placement agent fees and other offering expenses of $ 278 . As consideration for the holders’ agreement to exercise, the Company issued to them new ordinary warrants to purchase up to an aggregate of 304,212 ordinary shares at an exercise price of $ 11.32 per share (the “July Ordinary Warrants”). The July Ordinary Warrants are exercisable from August 19, 2025 until the 24-month anniversary of the effective date of the resale registration statement under which the Company registered the resale of the ordinary shares underlying those warrants and the placement agent warrants (as referenced below)—i.e., until September 4, 2027. Pursuant to the July Inducement Offer transaction, the Company also issued to the placement agent warrants to purchase up to 10,647 ordinary shares, which have the same terms as the July Ordinary Warrants, except that the placement agent warrants have an exercise price equal to $ 14.46 per share. Upon exercise for cash of any July Ordinary Warrants, in certain circumstances, the placement agent will receive from the Company a cash fee of 8.0% of the aggregate gross exercise price, as well as additional placement agent warrants exercisable for 7.0 % of the number of ordinary shares issuable upon the exercise of those July Ordinary Warrants. F - 25 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 8 - WARRANTS TO PURCHASE ORDINARY SHARES (continued) : Summary of Outstanding warrants to purchase ordinary shares: Below is a summary of the Company's Outstanding warrants to purchase ordinary shares for the year ended December 31, 2025: Warrant Type Exercise Price Expiration date Number of Ordinary Shares Issuable Upon Warrant Exercise Ordinary Private Warrants $ 1,552.5 August 15, 2029 1,408 Ordinary Public Warrants $ 1,552.5 August 15, 2029 42,592 January Ordinary Warrants $ 20.25 January 17, 2030 33,661 January Placement Agent Warrants $ 25.31 January 15, 2030 17,284 January Inducement Ordinary Warrants $ 22.50 January 31, 2027 18,464 January Inducement Placement Agent Warrants $ 27.66 January 31, 2027 10,368 July Inducement Ordinary Warrants $ 11.32 August 12, 2027 304,212 July Inducement Placement Agent Warrants $ 14.46 August 12, 2027 10,647 September Ordinary Warrants - Series A $ 4.0 September 11, 2030 1,500,000 September Ordinary Warrants - Series B $ 4.0 September 11, 2026 1,055,000 September Placement Agent Warrants $ 5.0 September 11, 2030 105,000 3,098,636 NOTE 9 - SHAREHOLDERS’ EQUITY: a. Issuances of shares: 1) See Note 1(d) for a description of the issuance of ordinary shares pursuant to the Transactions. 2) See Note 3(d) for a description of the issuances of ordinary pursuant to the ELOC Financing. 3) See Note 8 for descriptions of share issuances pursuant to the January Offering, September Offering, January Inducement Offer and July Inducement Offer. b. Shareholders’ rights: The ordinary shares of Silexion confer upon their holders the right to participate and vote in general meetings of Silexion and to share in the distribution of dividends, if any, declared by Silexion. c. At the market offering agreement On September 26, 2025 the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with a sales agent. In accordance with the terms of the Sales Agreement, the Company may offer and sell up to $ 13,170 of its newly issued ordinary shares from time to time through the sales agent. The sales agent will not sell ordinary shares unless instructed by the Company and will use commercially reasonable efforts to sell on the Company’s behalf all of the ordinary shares requested to be sold by the Company, subject to the terms of the Sales Agreement. The sales agent will be entitled to cash compensation equal to 3.0 % of the gross sales price of ordinary shares sold under the Sales Agreement. As of December 31, 2025, no ordinary shares had been sold under the Sales Agreement. F - 26 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA 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 Israel is taxed according to the regular corporate income tax rate in Israel. The corporate tax rate was 23 % in 2025 and 2024. 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, 2025, the expected tax loss carryforwards of Silexion Israel were approximately $ 35,264 , which may be carried forward and offset against taxable income in the future for an indefinite period. The Company has recognized a valuation allowance for the full amount in respect of these tax loss carryforwards since their utilization is not expected in the foreseeable future. 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 Israel as the local entity, and the results of Silexion, Moringa, and the Chinese Subsidiary as foreign entities. Year ended December 31 2025 2024 Domestic – Israel $ 9,345 $ 12,156 Foreign Cayman Islands 2,569 4,161 Chinese Subsidiary ( 5 ) 192 Total $ 11,909 $ 16,509 e. Uncertainty in income tax As of December 31, 2025 and 2024, 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, 2025. 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 % was applied for the years ended December 31, 2025, and December 31, 2024, which is the rate that is applicable to substantially all of the Group’s operations. Income tax expense attributable to income from continuing operations was $ 3 and $ 10 for the years ended December 31, 2025 and 2024, respectively. 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): The reconciliation of the theoretical tax benefit (expense) under the Israeli statutory tax rate to the Company's effective tax benefit (expense) is as follows for the years ended December 31, 2025 and 2024, respectively: Year ended December 31 2025 2024 Loss before income taxes $ ( 11,909 ) $ ( 16,509 ) Statutory tax rate 23 % 23 % Computed “expected” tax income ( 2,739 ) ( 3,797 ) Exchange rate differences ( 822 ) ( 21 ) Non-deductible share-based compensation - 1,373 Non-deductible financial instruments valuation - 32 Effect of other non-deductible differences 21 78 Change in valuation allowance 2,952 1,392 Subsidiaries tax rate differences 591 953 Reported taxes on income $ 3 $ 10 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 2025 2024 Deferred tax assets Operating loss carryforwards $ 8,111 $ 5,800 Research and development 1,457 902 Accrued expenses 133 104 Bonus accrual 82 52 Lease liability 108 121 Other 55 42 Total deferred tax assets $ 9,946 $ 7,021 Deferred tax liabilities Right of use asset ( 95 ) ( 122 ) Total deferred tax liabilities $ ( 95 ) $ ( 122 ) Valuation allowance $ ( 9,851 ) $ ( 6,899 ) 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, 2023 $ ( 5,507 ) Additions ( 1,392 ) Balance as of December 31, 2024 $ ( 6,899 ) Additions ( 2,952 ) Balance as of December 31, 2025 $ ( 9,851 ) F - 28 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 10 - INCOME TAXES (continued): 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, 2025 and 2024. i. Income tax assessments Silexion Israel has tax assessments that are considered to be final through tax year 2019. The Chinese Subsidiary does not have final tax assessments. NOTE 11 - SHARE-BASED COMPENSATION: a. Company Equity Incentive Plans On July 14, 2025, the Company’s shareholders approved an increase in the number of ordinary shares authorized for issuance under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) by 84,791 ordinary shares, increasing the total number of ordinary shares reserved for issuance under the 2024 Plan to 95,219 ordinary shares. Under Silexion Israel’s 2013 Share Option Plan and 2023 Equity Incentive Plan (collectively, the “Silexion Israel Plans,” and, together with the 2024 Plan, the “Plans”), options to purchase ordinary shares of Silexion Israel were granted to certain entities and individuals. Each option granted under the Silexion Israel 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 the 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 Israel Plans will continue to be governed by the terms of those plans. Grants to employees and directors 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 benefits derived by grantees under the Plans. Awards outstanding under the Silexion Israel Plans prior to the Transactions accelerated immediately upon Closing, such that the Silexion options into which Silexion Israel options were converted were fully vested. The Group's expenses related to equity grants amounted to totals of $ 134 and $ 5,862 in 2025 and 2024, respectively. As of December 31, 2025, 86,573 Silexion ordinary shares remain available for grant under the 2024 Plan b. RSU’s granted to employees: On February 9, 2025, Silexion’s board of directors approved the grant of 3,968 RSUs, each of which may be settled for one underlying ordinary share, to Silexion’s directors (as part of the same grant pursuant to which options were granted to the directors, as described below in “c. Options granted to employees”). The aggregate grant date fair value of the RSUs was approximately $ 75 , based on a closing share price of $ 18.90 on the grant date. 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): On July 4, 2024, Silexion Israel’s board of directors approved granting 5,242 fully vested RSUs to Silexion Israel’s employees and directors, for which Silexion Israel recognized an expense amounting to $ 5,578 in total. Number of RSU’s Weighted- average remaining contractual term (in years) Outstanding at December 31, 2024 - - Changes during the year: Granted 3,968 9.12 Vested - - Forfeited - - Outstanding at December 31, 2025 3,968 9.12 The fair value for the RSUs granted in 2024, before the Company’s shares were exchange-traded, was 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 (all of which was attributable to the foregoing RSU grant) was $ 5,578 . 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): c. Options granted to employees On February 9, 2025, Silexion’s board of directors approved granting 4,678 options (each exercisable for one underlying ordinary share) to Silexion’s directors (as part of the same grant pursuant to which RSUs were granted to the directors, as described above in “b. RSUs granted to employees”) the aggregate grant-date fair value of the options was approximately $ 75 , as determined using the Black-Scholes valuation model, which resulted in a fair value of $ 16.03 per option. Below is a summary of the Company's (or for periods prior to the Closing of the Transactions, Silexion Israel’s) options activity and related information with respect to options granted to employees for the years ended December 31, 2025: Number of options Weighted-average exercise price (in U.S. dollars) Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in U.S. dollars) Outstanding at December 31, 2024 1,608 897.47 7.19 - Granted 4,678 18.9 9.12 - Exercised ( 9 ) 0.11 - 20.65 Forfeited - - - - Expired ( 20 ) 907.57 - - Outstanding at December 31, 2025 6,257 241.52 8.39 - Exercisable at December 31, 2025 1,579 902.46 6.24 - Vested and expected to vest at December 31, 2025 6,257 241.52 8.39 - d. Share-based compensation expense: The share-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows: Year ended December 31 2025 2024 Research and development $ - $ 2,424 General and administrative $ 134 3,438 $ 134 $ 5,862 NOTE 12 - FAIR VALUE MEASUREMENTS: a. Financial instruments measured at fair value on a recurring basis The Company’s assets and liabilities that are measured at fair value as of December 31, 2025 and December 31, 2024 are classified in the tables below in one of the three categories described in “Note 2 (Significant Accounting Policies)– (i) Fair value measurement” above: December 31, 2025 Level 3 Total Financial Liabilities Private Warrants to ordinary shares $ * $ * Promissory Notes $ 1,568 $ 1,568 December 31, 2024 Level 3 Total Financial Liabilities Private Warrants to ordinary shares $ 2 $ 2 Promissory Notes $ 3,965 $ 3,965 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) : The following is a roll-forward of the fair value of liabilities classified under Level 3: 2025 Promissory Notes Private Warrants to purchase ordinary shares Fair value at the beginning of the year $ 3,965 $ 2 Change in fair value 292 ( 2 ) Repayments ( 709 ) - Conversion to equity ( 1,980 ) - Fair value at the end of the year $ 1,568 $ * * Represents an amount less than $1 2024 Promissory Notes Warrants to purchase preferred shares Private Warrants to purchase 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 b. 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. 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. c. Promissory Notes In measuring the fair value of the Company’s Promissory Notes in 2025 and 2024, discount rates of 11.85 %- 13.83 % were used, based on a B- rated US dollar zero-coupon discount curve, plus a credit spread of 6.67 % - 7.56 %. The expected timing of conversion or repayment of the notes was determined using the Company’s forecasts. 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) : d. Warrants to purchase 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 share 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’ 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. The following table provides quantitative information regarding Level 3 fair value measurement inputs of the warrants: December 31, 2025 2024 Volatility 100.41 % 77.69 % Term (years) 3.62 4.62 Dividend yield 0 % 0 % e. Financial instruments not measured at fair value The carrying amounts of cash and cash equivalents, restricted cash, prepaid expenses, and other assets, trade payables and other accounts payable 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 2025 2024 Numerator: Net loss for the year $ 11,912 $ 16,519 Net loss attributable to ordinary shareholders: Basic and diluted $ 11,912 $ 16,443 Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 1,329,515 41,635 Net loss per share attributable to ordinary shareholders, basic and diluted $ 8.96 $ 394.94 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 warrants or options to purchase the Company’s (or Silexion Israel’s, as applicable) ordinary shares at an exercise price of $ 0.339 or NIS 0.339 per share, respectively, as the Company (or Silexion Israel, as applicable) considers these shares to be exercised for little to no additional consideration. F - 33 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA NOTE 13 - NET LOSS PER SHARE (continued) : As of December 31, 2025 and 2024, the basic loss per share calculation included a weighted average number of 9 and 139 , respectively, fully vested pre-funded warrants or options. The following instruments were not included in the computation of diluted earnings per share because of their anti-dilutive effect: For the period ended on December 31, 2025: - Share-based compensation (see Note 11); - Private Warrants to purchase ordinary shares (the “Private Warrants”) that had been issued to former Moringa private warrant holders pursuant to the Transactions (see Notes 3(e) and 8)); - Underwriters Promissory Note and Related Party Promissory Note (see Note 3(a)-(b)); For the period ended on December 31, 2024: - Redeemable convertible preferred shares; - Warrants to purchase redeemable convertible preferred shares; - Share-based compensation (see Note 11); - Private Warrants to purchase ordinary shares (see Notes 3(e) and 8)); - Underwriters Promissory Note and Related Party Promissory Note (see Note 3(a)-(b)); - ELOC financing (see Note 3(d)); As such, diluted net loss per share is the same as basic net loss per share. NOTE 14 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES : Transactions with related parties— shareholders, executive officers and directors of the Company (including Silexion Israel)—are quantified below: a. Transactions: Year ended December 31 2025 2024 Share-based compensation included in research and development expenses $ - $ 1,796 Share-based compensation included in general and administrative expenses $ 134 $ 2,972 Financial expenses (income) $ 232 $ ( 1,249 ) b. Balances: December 31 2025 2024 Non-Current liabilities Private warrants to purchase ordinary shares * $ 1 Sponsor Promissory Note $ 1,568 $ 2,961 $ 1,568 $ 2,962 F - 34 SILEXION THERAPEUTICS CORP N OTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA 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 siRNA. 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 expenses listed in the below table. The Company’s management does not segregate its business for internal reporting. Year ended December 31 2025 2024 Clinical trials and other services from R&D-related service providers $ 5,030 $ 1,893 R&D payroll and related expenses, other than share-based compensation 1,801 1,231 R&D share-based compensation expenses - 2,424 G&A payroll and related expenses, other than share-based compensation 1,527 1,154 G&A share-based compensation expenses 134 3,438 Professional services 2,103 1,632 Depreciation expenses 14 25 Other segment expenses (*) 1,023 774 Operating loss 11,632 12,571 Interest income ( 155 ) ( 28 ) Interest expense 13 27 Other financing expense, net 419 3,939 Income taxes 3 10 Net loss $ 11,912 $ 16,519 Segment assets $ 7,215 $ 2,863 Expenditures for segment assets $ ( 9 ) $ ( 22 ) Segment liabilities $ 4,612 $ 6,852 (*) Other segment expenses include mainly general and administrative-related expenses, such as rent and maintenance expenses, travel and HR expenses. b. Entity-Wide disclosures All of the Company’s long-lived assets are located in Israel. F - 35