●	the ability to maintain the listing of our ordinary shares and our warrants on Nasdaq;
	●	our future performance, including our projected timeline for regulatory approvals of its product candidates;

●

our market opportunity;

●

our strategy, future operations, financial position, projected costs, prospects and plans;

●

expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

●

our ability to retain or recruit officers, key employees and directors;

●

the impact of the regulatory environment and complexities with compliance related to such environment;

●

expectations regarding future partnerships or other relationships with third parties; and

●

our future capital requirements and sources and uses of cash, including the our ability to obtain additional capital in the future.

●

we are a development-stage company and have a limited operating history on which to assess its business;

●

we have never generated any revenue from product sales and may never be profitable;

●

we will need to raise substantial additional funding, which may not be available on acceptable terms, or at all, and which will cause dilution to its shareholders;

●

the approach we are taking to discover and develop novel RNAi therapeutics is unproven for oncology and may never lead to marketable products;

●

we do not have experience producing our product candidates at commercial levels, currently have no marketing and sales organization, have an uncertain market receptiveness to our product candidates, and are uncertain as to whether there will be insurance coverage and reimbursement for its potential products;

●

we may be unable to attract, develop and/or retain its key personnel or additional employees required for our development and future success;

●

we may issue additional ordinary shares or other equity securities without your approval, including: (a) up to $11.9 million of ordinary shares that remain issuable under the Ordinary Share Purchase Agreement, dated August 13, 2024 and effective as of August 15, 2024, by and between the Company and White Lion Capital, LLC (“White Lion”) (the “White Lion Purchase Agreement” or “ELOC Agreement”), which established an equity line of credit for the Company; (b) ordinary shares underlying 44,000 outstanding warrants; and (c) ordinary shares underlying the convertible promissory note that the Company has issued to Moringa’s sponsor, Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Sponsor” or “Moringa Sponsor”), in a principal amount of $3,433,000 (the “A&R Sponsor Promissory Note”), in amendment and restatement of all promissory notes previously issued by Moringa to the Sponsor for funds borrowed between Moringa’s initial public offering and the completion of the Business Combination, each of which would dilute your ownership interest and may depress the market price of our ordinary shares; and (d) 394,636 additional ordinary shares underlying outstanding warrants that we have issued in private placement or public offering financing transactions since the Closing of the Business Combination; and

●

those additional factors described or incorporated by reference under the heading “Risk Factors” below.

	Page
Prospectus Summary	1
Risk Factors	6
Use of Proceeds	36
Capitalization	37
Dilution	38
Market Information for Securities and Dividend Policy	40
Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Business	56
Management	82
Executive Compensation	87
Certain Relationships and Related Party Transactions	97
Beneficial Ownership of Securities	98
Description of Share Capital	100
Description of Securities Offered	106
Material U.S. Federal Income Tax Consequences	108
Plan of Distribution	114
Legal Matters	116
Experts	116
Where You Can Find More Information	116
Index to Financial Statements	F-1

●

continue and expand our research and preclinical and clinical development of our product candidates;

●

initiate additional preclinical, toxicology, clinical, or other studies for our product candidates;

●

continue to improve our quality standards and change or add additional manufacturers or suppliers;

●

seek regulatory and marketing approvals for our product candidates that successfully complete clinical studies;

	●	establish a sales, marketing, and distribution infrastructure to commercialize any products for which we may obtain marketing approval;
	●	seek to identify, assess, acquire, license, and/or develop other product candidates;

●

enter into license agreements;

●

seek to maintain, protect, and expand our intellectual property portfolio;

●

seek to attract and retain skilled personnel;

●

create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts; and

●

experience any delays or encounter issues with any of the above, including but not limited to failed studies, complex results, safety issues, or other regulatory challenges that require longer follow-up of existing studies, additional major studies, or additional supportive studies in order to pursue marketing approval.

●

completing research and preclinical and toxicology and clinical development of our product candidates;

●

obtaining regulatory and marketing approvals for our product candidates, if and when we complete clinical studies;

●

developing a sustainable and scalable in-house manufacturing process, meeting all regulatory standards for approved product candidates, and in some instances, establishing and maintaining supply and manufacturing relationships with third parties that can conduct the process and provide adequate (in amount and quality) products to support clinical development and the market demand for product candidates, if approved;

●

launching and commercializing product candidates, if and when we obtain regulatory and marketing approval, either directly or with a collaborator or distributor;

●

exposing, educating and training physicians to use our products;

●

obtaining market acceptance of our product candidates as viable treatment options;

●

addressing any competing technological and market developments;

●

identifying, assessing, acquiring and/or developing new product candidates;

●

negotiating favorable terms in any collaboration, licensing, or other arrangements into which we may enter;

●

maintaining, protecting, and expanding our portfolio of intellectual property rights, including patents, trade secrets, and know-how; and

●

attracting, hiring, and retaining qualified personnel.

●

the scope, rate of progress, results and cost of our clinical studies, preclinical testing, toxicology studies, and other related activities;

●

the cost of manufacturing clinical supplies, and establishing commercial supplies of our product candidates and any future products;

●

the number and characteristics of product candidates that we pursue;

●

the cost, timing, and outcomes of regulatory approvals;

●

the cost and timing of establishing sales, marketing, and distribution capabilities; and

●

the terms and timing of any collaborative, licensing, and other arrangements that we may establish.

●

the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical studies;

●

we may be unable to demonstrate to the FDA or comparable foreign regulatory authorities that a product candidate’s benefit to risk ratio for our proposed indication is acceptable;

●

the population studied in the clinical program may not be sufficiently broad or representative to assure safety in the full population for which we seek approval;

●

the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical studies;

●

the data collected from clinical studies of our product candidates may not be sufficient to support the submission of a new drug application (NDA) or a biologics license application (BLA) or other submission or to obtain regulatory approval in the United States or elsewhere;

●

the FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes, test procedures and specifications, or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

●

the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

●

inability to generate sufficient preclinical, toxicology, or other in vivo or in vitro data to support the initiation of human clinical studies;

●

delays in reaching a consensus with regulatory agencies on study design;

●

delays in reaching agreement on acceptable terms with prospective contract research organizations (CROs) and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical study sites;

●

delays in obtaining required Institutional Review Board (IRB) or Ethics Committee approval at each clinical study site;

●

imposition of a clinical hold by regulatory agencies, after review of an investigational new drug (IND) application, or equivalent application, or an inspection of our clinical study operations or study sites;

●

difficulty collaborating with patient groups and investigators;

●

failure by our CROs, other third parties, or us to adhere to clinical study requirements;

●

failure to perform in accordance with the FDA’s good clinical practices requirements or applicable regulatory guidelines in other countries;

●

occurrence of serious adverse events associated with the product candidate that are viewed to outweigh our potential benefits;

●

the cost of clinical studies of our drug candidates being greater than we anticipate;

●

clinical studies of our drug candidates producing negative or inconclusive results, which may result in us deciding, or regulators requiring us, to conduct additional clinical studies or abandon drug development programs; and

●

failures associated with data interpretation, data management and data storage of such studies.

●

regulatory authorities may withdraw approvals of such product;

●

regulatory authorities may require additional warnings on the label;

●

We may be required to create a Risk Evaluation and Mitigation Strategy (REMS) plan or similar plan in other jurisdictions, which could include a medication guide outlining the risks of such side effects for distribution to patients, a communication plan for healthcare providers, and/or other elements to assure safe use;

●

We could be sued and held liable for harm caused to patients; and

●

Our reputation may suffer.

●

issue warning letters;

●

impose civil or criminal penalties;

●

suspend or withdraw regulatory approval;

●

suspend any of our ongoing clinical studies;

●

refuse to approve pending applications or supplements to approved applications submitted by Silexion; or

●

seize or detain products, or require a product recall.

●

the process of manufacturing RNAi-drugs, drug substances, and RNAi-delivery vehicles, such as our product candidates, is extremely susceptible to product loss due to contamination, equipment failure or improper installation or operation of equipment, or vendor or operator error. Even minor deviations from normal manufacturing processes for any of our product candidates could result in reduced production yields, product defects, and other supply disruptions. If microbial, viral, or other contaminations are discovered in our product candidates or in the manufacturing facilities in which our product candidates are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination; and

●

the manufacturing facilities in which our product candidates are made could be adversely affected by equipment failures, labor shortages, natural disasters, power failures, and numerous other factors.

●

the timing of our receipt of any marketing and commercialization approvals;

●

the terms of any approvals and the countries in which approvals are obtained;

●

the safety and efficacy of our product candidates;

●

the prevalence and severity of any adverse side effects associated with our product candidates;

●

limitations or warnings contained in any labeling approved by the FDA or other regulatory authorities;

●

relative convenience and ease of administration of our product candidates;

●

the willingness of patients to accept any new methods of administration;

●

the success of our physician education programs;

●

the availability of adequate government and third-party payor reimbursement;

●

the pricing of our products, particularly as compared to alternative treatments; and

●

availability of alternative effective treatments for the disease indications our product candidates are intended to treat and the relative risks, benefits and costs of those treatments.

●

much greater financial, technical and human resources than we have at every stage of the discovery, development, manufacture and commercialization of products;

●

more extensive experience in pre-clinical testing, conducting clinical trials, obtaining regulatory approvals, and in manufacturing, marketing and selling pharmaceutical products;

●

product candidates that are based on previously tested or accepted technologies;

●

products that have been approved or are in late stages of development; and

●

collaborative arrangements in our target markets with leading companies and research institutions.

●

the safety and effectiveness of our product;

●

the ease with which our product can be administered and the extent to which patients accept relatively new routes of administration;

●

the timing and scope of regulatory approvals for our product;

●

the availability and cost of manufacturing, marketing and sales capabilities;

●

price;

●

reimbursement coverage; and

●

patent position.

●

decreased demand for any approved product;

●

injury to our reputation;

●

withdrawal of clinical trial participants;

●

initiation of investigations by regulators;

●

costs to defend the related litigation;

●

a diversion of management’s time and our resources;

●

substantial monetary awards to trial participants or patients;

●

product recalls, withdrawals or labeling, marketing or promotional restrictions;

●

exhaustion of any available insurance and our capital resources and potential increase in our insurance premiums and/or retention amounts; and

●

the inability to commercialize any product candidate.

●

the potential disruption of our ongoing business;

●

the distraction of management away from the ongoing oversight of our existing business activities;

●

incurring additional indebtedness;

●

the anticipated benefits and cost savings of those transactions not being realized fully, or at all, or taking longer to realize than anticipated;

●

an increase in the scope and complexity of our operations; and

●

the loss or reduction of control over certain of our assets.

●

actual or anticipated fluctuations in our financial condition or results of operations;

●

variance in the projected timeline for regulatory approvals of our product candidates from expectations of securities analysts;

●

changes in laws or regulations applicable to our business;

●

announcements by us or our competitors of significant business developments;

●

significant data breaches, disruptions to or other incidents involving our company;

●

conditions or developments affecting the biotechnology industry;

●

future sales of New Silexion ordinary shares by us or our shareholders, as well as the anticipation of lock-up releases;

●

changes in senior management or key personnel;

●

the trading volume of our securities;

●

changes in the anticipated future size and growth rate of our markets;

●

publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

●

general economic and market conditions; and

●

other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to those events.

•

on an actual basis;

•

on a pro forma basis after giving effect to the exercise of 152,106 ordinary warrants for 152,106 underlying ordinary shares at an exercise price of $11.57 per share pursuant to  a warrant inducement transaction that we completed on August 1, 2025 for aggregate gross proceeds of approximately $1.8 million (net proceeds of approximately $1.5 million after deducting placement agent fees and other offering expenses payable by us) (the pro forma capitalization set forth in the below table does not give effect, however, to our potential issuance of (a) up to 304,212 ordinary shares underlying warrants that are exercisable at an exercise price of $11.32 per share, which warrants were issued pursuant to the foregoing warrant inducement transaction, or (b) up to 10,647 ordinary shares underlying 10,647 new placement agent warrants, exercisable at $ 14.4625 per share, which new placement agent warrants were issued in that same warrant inducement transaction), as if such events had occurred on June 30, 2025 (collectively, the “Pro Forma Adjustments”); and

•

on a pro forma as adjusted basis to reflect sale by us of 1,392,250 ordinary shares and accompanying 1,392,250 Series A ordinary warrants and 1,392,250 Series B ordinary warrants offered by means of this prospectus at the public offering price of $4.00 per share and accompanying ordinary warrants and 107,750 pre-funded warrants and accompanying 107,750 Series A ordinary warrants and 107,750 Series B ordinary warrants offered by means of this prospectus at the public offering price of $3.9999 per pre-funded warrant and accompanying ordinary warrants, assuming no sale of pre-funded warrants and after deducting the Placement Agent’s fees and estimated offering expenses payable by us, and without giving effect to the exercise of the ordinary warrants and pre-funded warrants issued in this offering, as if such issuance and sale ad occurred on June 30, 2025.

●

up to 275,883 ordinary shares underlying an equivalent number of outstanding warrants at an average  exercise price of $266.43 per share;

●

50,860 ordinary shares issuable pursuant to the A&R Sponsor Promissory Note (based on the conversion of the entire $3,433,000 principal amount of that note into ordinary shares at an assumed conversion price of $67.50 per share);

●

10,234 ordinary shares issuable upon exercise of outstanding stock options or settlement of outstanding restricted share units (“RSUs”) under our equity incentive plans, at a weighted average exercise price (with respect to the options only) of $897.34 per share; and

●

1,782 ordinary shares reserved for future awards under our equity incentive plan.

●

up to 275,883 ordinary shares underlying an equivalent number of outstanding warrants at an average  exercise price of $266.43 per share;

●

50,860 ordinary shares issuable pursuant to the A&R Sponsor Promissory Note (based on the conversion of the entire $3,433,000 principal amount of that note into ordinary shares at an assumed conversion price of $67.50 per share);

●

10,234 ordinary shares issuable upon exercise of outstanding stock options or settlement of outstanding restricted share units (“RSUs”) under our equity incentive plans, at a weighted average exercise price (with respect to the options only) of $897.34 per share; and

●

1,782 ordinary shares reserved for future awards under our equity incentive plan.

●

apply for Orphan Drug Designation in both the U.S. and EU for its SIL204 product;

●

initiate toxicological studies with respect to SIL204;

●

initiate a clinical trial powered for statistical significance with respect to SIL204;

●

seek marketing approvals for SIL204 in various territories;

●

maintain, expand and protect our intellectual property portfolio;

●

hire additional operational, clinical, quality control and scientific personnel;

●

add additional product candidates to our pipeline;

●

add operational, financial and management information systems and personnel, including personnel to support our product development, any future commercialization efforts and our prospective transition to a public company; and

●

invest in research and development and regulatory approval efforts in order to utilize our technology as a platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics.

		Year ended December 31,
		2024				2023
		(U.S. dollars, in thousands)
Operating expenses:
Research and development		$	5,815			$	3,708
General and administrative			6,756				973
Total operating expenses			12,571				4,681
Operating loss			12,571				4,681
Financial expenses, net			3,938				395
Loss before income tax			16,509				5,076
Income tax			10				32
Net loss for the year		$	16,519			$	5,108

		Year ended December 31,
		2024				2023
		(U.S. dollars, in thousands)
Payroll and related expenses		$	1,231			$	895
Share-based compensation expenses			2,424				78
Subcontractors and consultants			1,890				2,467
Materials			3				13
Rent and maintenance			205				160
Travel expenses			13				37
Other			49				58
Total research and development expenses		$	5,815			$	3,708

		Years ended December 31,
		2024				2023
		(U.S. dollars, in thousands)
Payroll and related expenses		$	1,154			$	304
Share-based compensation expenses			3,438				52
Professional services			1,632				386
Depreciation			25				45
Rent and maintenance			89				86
Patent registration			43				22
Travel expenses			106				31
Other			269				47
Total general and administrative expenses		$	6,756			$	973

Net loss

		Year ended December 31,
		2024				2023
		(U.S. dollars, in thousands)
Cash and cash equivalents and restricted cash at beginning of the period		$	4,645			$	8,309
Net cash used in operating activities			(8,396	)			(4,529	)
Net cash provided by (used in) investing activities			(22	)			573
Net cash provided by financing activities			5,104				522
Net decrease in cash and cash equivalents and restricted cash		$	(3,314	)		$	(3,434	)
Translation adjustments on cash and cash equivalents and restricted cash			(61	)			(230	)
Cash and cash equivalents and restricted cash at end of the period		$	1,270			$	4,645

●

Material cost.

●

Regulatory pathway; and

●

Human clinical trial costs.

●

significant dilution to the equity interests of our current shareholders;

●

a deemed change of control of our company due to the issuance of a substantial number of ordinary shares, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in a change in the officers and directors of our company relative to our current officers and directors, to the extent any shareholders build up significant beneficial ownership from ordinary shares issued pursuant to the ELOC;

●

may have the effect of delaying or preventing a change of control of our company by diluting the share ownership or voting rights of a person seeking to obtain control; and

●

may adversely affect prevailing market prices for our ordinary shares or warrants.

Region	Estimated New Cases (2024)
USA	66,440
EU	132,600
Rest of the world	311,960

KRAS G12x Mutation		Cohort 1 Arm 2 (Control)		Cohort 1 Arm 1 (Treatment)		Cohort 1 % Arm 1 Tx		Cohort 2 (Treatment)		All Treated %
R		5/10		1/12		8		2/9		26 (8/31)
D		2/10		3/12		25		2/9		23 (7/31)
V		3/10		8/12		67		5/9		52 (16/31)

SIL204 (second generation) Pre-Clinical Studies

o

Where the tumor was the human pancreatic tumor cell line AsPC-1, which harbors the  KRAS G12D mutation, SIL204 showed a 70% reduction in overall bioluminescence, an indication of tumor cell number, by day 28, at a dose whose human equivalency is a proposed SIL204 dose to be used clinically.

●

Advancing the clinical development of SIL204 for the treatment of LAPC.    Our Phase 2 trial with our first-generation siRNA product, Loder in LAPC patients acts as a validation of approach and foundation for our continued development efforts. As further described in “Future Development Plans”, we plan to initiate toxicology studies of SIL204 in 2025 followed by the regulatory submission in Q1 2026 to initiate a Phase 2/3 trial of SIL204 powered for statistical significance. At this time, we are focused on the further development of the core siRNA technology,  SIL204, as well as the clinical development and expansion of our pipeline

●

Leveraging our platform to other oncological indications harboring the KRASG12 mutation.

●

Advancing SIL204 to commercialization.    We have assembled a world class clinical advisory board for better understanding the market in the U.S. and EU.

●

Forming strategic alliances and collaborating with partners to augment our capabilities.    We may pursue strategic alliances with other biopharmaceutical companies with well-established presences in the specialties we aim to target for our indications. This may include co-marketing, co-promotion, and co-development relationships, or a partnership with a diagnostics company to help improve availability of rapid testing. We also intend to explore options to work with partners to augment the study and treatment of patients and the impact of our product candidates, including medical professionals, healthcare professional networks, pharmacy benefit managers, insurance companies, and artificial intelligence companies.

●

completion of extensive preclinical laboratory tests and preclinical animal studies, all performed in accordance with the GLP regulations;

●

submission to the FDA of an investigational new drug application, or IND, Clinical Trial Application (CTA) for Europe which must become effective or approved before human clinical studies may begin and must be updated on a regular basis;

●

approval by an independent institutional review board, or IRB, or ethics committee representing each clinical site before each clinical study may be initiated;

●

performance of adequate and well-controlled human clinical studies to establish the safety and efficacy of the product candidate for each proposed indication;

●

preparation of and submission to the FDA of a new drug application, or NDA, or biologics license application, or BLA, or for Europe a Marketing Authorization Application (MAA) after completion of all pivotal clinical studies;

●

potential review of the product application by an FDA advisory committee, where appropriate and if applicable. In the EU, the Committee for Medicinal Products for Human Use (CHMP) issues a scientific opinion to the European Commission which issues the marketing authorization;

●

a determination by the FDA within 60 days of its receipt of an NDA or BLA to file the application for review;

●

satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities where the proposed product drug substance is produced to assess compliance with cGMP; and

●

FDA review and approval of an NDA or BLA or marketing authorization in the European Union (EU) in all European Union Member States plus Norway, Iceland and Liechtenstein, prior to any commercial marketing or sale of the drug in the United States. Note that if the centralized procedure is used, which is mandatory for all new anticancer products, a marketing authorization is issued centrally by the EU commission, which is valid immediately in all member states of the EEA (EU plus Iceland, Norway, and Liechtenstein).

●

obtaining regulatory approval to commence a study;

●

reaching agreement with third-party clinical trial sites and their subsequent performance in conducting accurate and reliable studies on a timely basis;

●

obtaining institutional review board approval or an Ethics Committee approval to conduct a study at a prospective site;

●

recruiting patients to participate in a study; and

●

supply of the drug.

●

Phase 1.    The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.

●

Phase 2.    This phase involves trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

●

Phase 3.    This phase involves trials undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population, often at geographically dispersed clinical trial sites. These trials are intended to establish the overall risk/benefit ratio of the product and provide an adequate basis for product labeling.

●

Phase 2/3.  This type of trial incorporates the goals of Phase 2 and Phase 3 clinical trials in one combined trial.

●

Phase 4.    In some cases, the FDA or the EMA may condition approval of an NDA or BLA or MAA for a product candidate on the Sponsor’s agreement to conduct additional clinical studies after approval. In other cases, a sponsor may voluntarily conduct additional clinical studies after approval to gain more information about the drug. Such post-approval studies are typically referred to as Phase 4 clinical studies.

●

restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;

●

fines, warning letters or holds on post-approval clinical studies;

●

refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product license approvals;

●

injunctions or the imposition of civil or criminal penalties; or

●

product seizure or detention, or refusal to permit the import or export of products.

●

the required patent information has not been filed;

●

the listed patent has expired;

●

the listed patent has not expired, but will expire on a particular date and approval is sought after patent expiration; or

●

the listed patent is invalid, unenforceable or will not be infringed by the new product.

●

Decentralized procedure.    Using the decentralized procedure, an applicant may apply for simultaneous authorization in more than one European Union country of medicinal products that have not yet been authorized in any European Union country and that do not fall within the mandatory scope of the centralized procedure.

●

Mutual recognition procedure.    In the mutual recognition procedure, a medicine is first authorized in one European Union Member State, in accordance with the national procedures of that country. Following this, further marketing authorizations can be sought from other European Union countries in a procedure whereby the countries concerned agree to recognize the validity of the original, national marketing authorization.

●

the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, to induce, or in return for, the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs;

●

federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent;

●

the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;

●

the federal transparency laws, including the federal Physician Payment Sunshine Act, that requires drug manufacturers to disclose payments and other transfers of value provided to physicians and teaching hospitals;

●

HIPAA, as amended by HITECH and its implementing regulations, which imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information; and

●

state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

●

helping the New Silexion Board oversee our corporate accounting and financial reporting processes;

●

managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

●

reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

●

obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

●

establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

●

overseeing our policies on risk assessment and risk management;

●

overseeing compliance with our code of business conduct and ethics;

●

reviewing related person transactions; and

●

approving or, as required, pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm.

●

reviewing, approving and determining, or making recommendations to the New Silexion Board regarding the compensation of our chief executive officer, other executive officers and senior management;

●

reviewing, evaluating and recommending to the New Silexion Board succession plans for our executive officers;

●

reviewing and recommending to the New Silexion Board the compensation paid to our non-employee directors;

●

administering our equity incentive plans and other benefit programs;

●

reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and

●

reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

●

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by shareholders, to serve on the New Silexion Board;

●

considering and making recommendations to the New Silexion Board regarding the composition and chairmanship of the committees of the New Silexion Board;

●

instituting plans or programs for the continuing education of the New Silexion Board and the orientation of new directors;

●

developing and making recommendations to the New Silexion Board regarding corporate governance guidelines and matters;

●

overseeing our corporate governance practices;

●

overseeing periodic evaluations of the New Silexion Board’s performance, including committees of the New Silexion Board; and

●

contributing to succession planning.

Name and Principal Position		Year		Base Gross Salary ($)(1)				Stock Awards ($)				All Other Compensation ($)(1)(2)				Total ($)(1)
Ilan Hadar Chief Executive Officer (formerly Managing Director of Silexion)(3)		2024			240,560				1,192,785				107,283				1,540,628
		2023			182,976				-				70,638				253,614
Mirit Horenshtein Hadar Chief Financial Officer (formerly EVP Finance of Silexion)(4)		2024			233,532				447,291				89,267				770,090
		2023			26,238				-				-				26,238
Dr. Mitchell Shirvan Chief Scientific and Development Officer(5)		2024			190,286				1,043,699				67,505				1,301,490
		2023			156,140				-				50,660				206,800

(1)	Amounts reported for the named executive officer and paid in New Israeli Shekels are converted from New Israeli Shekels to U.S. dollars using the 2024 and 2023 (as applicable) average exchange rates as published by Bank of Israel of 3.699 and 3.689 New Israeli Shekels, respectively, to 1 U.S. Dollar.
(2)	The amounts in this column include payments for a leased car or car maintenance, contributions to a pension fund, compensation fund, and continuing education fund, or payments in lieu of a continuing education fund.
(3)	This was for a part-time (75%) position prior to, and a full-time position following, completion of the Business Combination.
(4)	For 2023, Ms. Horenshtein Hadar’s compensation was for a period of 4.5 months during which she served as a part-time consultant in a Strategy & Corporate Finance Advisory capacity.
(5)	This was for a part-time (80%) position prior to, and a full-time position following, completion of the Business Combination.

Name		Fees earned or paid in cash ($)				Stock awards ($)				Option awards ($)				All other compensation ($)				Total ($)
Ilan Hadar		See Summary Compensation Table above				See Summary Compensation Table above				See Summary Compensation Table above				See Summary Compensation Table above				See Summary Compensation Table above
Dror Abramov			-				313,800				-				-				313,800
Ruth Alon			-				-				-				-				-
Ilan Levin			-				-				-				45,000(1	)			45,000
Avner Lushi			-				313,800				-				-				313,800
Shlomo Noy			-				313,800				-				-				313,800
Amnon Peled			-				-				-				-				-
Ilan Shiloah (former director)			-				313,800				-				-				313,800

(a)

entitle a grantee to exercise an award, or to otherwise provide for the acceleration of such award’s vesting schedule, as to all or part of its underlying shares, including with respect to awards that would not otherwise be exercisable or vested, under such terms and conditions as the Administrator shall determine, including the cancellation of all unexercised awards upon or immediately prior to the closing of a transaction or as of such other date (the “Cut-Off Date”), and/or the termination of all awards (whether vested but un-exercised or un-vested) as of the relevant Cut-Off Date, as of which they shall no longer be exercisable by the applicable grantees; and/or

(b)

provide for the cancellation of outstanding awards at or immediately prior to the closing of a transaction, and payment to the applicable grantee of a consideration determined by the Administrator to be fair in the circumstances (whether in shares, cash, other securities, property, or any combination thereof), taking into account the value of each underlying share of any such award’s vested portion as reflected by the terms of such transaction, and the exercise price of each such underlying share, and subject to such terms and conditions as determined by the Administrator.

	●	The Share Pool will be reduced by one share for each share issued pursuant to an award granted under the 2024 Plan;
	●	The Share Pool will be increased by the number of unissued shares underlying or used as a reference measure for any award or portion of an award granted under the 2024 Plan that is cancelled, forfeited, expired, terminated unearned or settled in cash, in any such case without the issuance of shares;

●

The Share Pool will be increased by the number of shares that are forfeited back or surrendered for no consideration to us after issuance due to a failure to meet an award contingency or condition with respect to any award or portion of an award granted under the 2024 Plan;

●

The Share Pool shall be increased, on the exercise date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of the exercise price of any award granted under the 2024 Plan; and

●

The Share Pool shall be increased, on the relevant date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of any tax withholding obligation that arises in connection with any award granted under the 2024 Plan.

●

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.

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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.

●

each person who is the beneficial owner of more than 5% of the outstanding New Silexion ordinary shares;

●

our named executive officer and directors; and

●

all of our executive officers and directors as a group.

*	Less than 1%.

(1)	Unless otherwise noted, the business address of each beneficial owner listed in the above table is c/o Silexion Therapeutics Corp, 12 Abba Hillel Road, Ramat Gan, Israel 5250606.

(2)	Includes 956 New Silexion 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)	The shares reported in this row are held of record by the Sponsor, Moringa Sponsor, LP, and/or by the PIPE Investor, Greenstar, L.P., each a Cayman Islands exempted limited partnership, as described in footnote (4) below. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Sponsor and the PIPE Investor. Mr. Levin, a director of New Silexion, is the sole director of that general partner. As a result of his ownership of that general partner, Mr. Levin possesses sole voting and investment authority with respect to the shares indirectly held by the Sponsor and the PIPE Investor. The limited partnership interests of the Sponsor and the PIPE Investor are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Sponsor and the PIPE Investor other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th floor, New York, NY 10177.

(4)

Consists of the total of: (i) 9,906 New Silexion ordinary shares issued to the Sponsor as Sponsor Investment Shares (as defined under the Business Combination Agreement); (ii) 2,614 New Silexion ordinary shares issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 2,614 Moringa private shares held by it; (iii) 1,307 New Silexion ordinary shares underlying New Silexion warrants issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 1,307 Moringa private warrants held by the Sponsor (which New Silexion warrants became exercisable 30 days after the Closing Date); and (iv) 1,482 New Silexion ordinary shares issued to Greenstar, L.P., the PIPE Investor, as PIPE Shares in respect of the PIPE Financing. The foregoing beneficial ownership of New Silexion ordinary shares by the Sponsor does not include any Note Shares that may be issued to the Sponsor following the Closing upon conversion of amounts owed by New Silexion to the Sponsor under the A&R Sponsor Promissory Note, as the potential number of Note Shares, and the timing of issuance of Note Shares, cannot be determined in advance.

(5)	The shares reported in this row consist entirely of New Silexion ordinary shares held of record by Guangzhou Sino-Israel Biotech Fund (“GIBF”), with respect to which Mr. Lushi possesses shared voting and investment authority as a result of his serving as a Managing Partner and CEO of GIBF.

(6)	Includes 13,599 New Silexion ordinary shares issued to GIBF at the Closing in respect of its transfer of its noncontrolling interest in our Chinese subsidiary, Silenseed (China) Ltd., to New Silexion pursuant to the Chinese Subsidiary Transfer.

(7)	The shares reported in this row consist entirely of New Silexion ordinary shares held of record by GIBF, with respect to which Mr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF.
(8)	Includes 478 New Silexion ordinary shares issuable upon exercise of options, at an exercise price of $907.71 per share, all of which are vested and currently exercisable.
(9)	Represents 98,766 ordinary shares issuable upon exercise of warrants issued in connection with the Warrant Repricing. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.
(10)	Represents (i) 77,038 ordinary shares issuable upon exercise of warrants issued in connection with the Warrant Repricing held by Anson Investments Master Fund LP (“AIMF”) and (ii) 21,730 ordinary shares issuable upon exercise of warrants issued in connection with the Warrant Repricing held by Anson East Master Fund LP (“AEMF”). Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of AIMF and AEMF, hold voting and dispositive power over the ordinary shares held by each of AIMF and AEMF. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these ordinary shares except to the extent of their pecuniary interest therein. The principal business address of each of AIMF and AEMF is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(11)

Represents (i) 30,917 ordinary shares issuable upon exercise of warrants issued in our January 2025 financing, (ii) 18,464 ordinary shares issuable upon exercise of warrants issued in connection with the Warrant Repricing and (iii) 2 ordinary shares issuable upon the exercise of warrants issued by Moringa that the Company assumed in connection with the Business Combination. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as President of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statement of shares purchased by the investor in this offering.

●

the reported last sale price of the ordinary shares equals or exceeds $2,430.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

a registration statement is then in effect with respect to the New Silexion ordinary shares underlying such warrants.

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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the New Silexion securities;

●

the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of New Silexion’s first taxable year in which New Silexion is a PFIC, will be taxed as ordinary income;

●

the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and

●

an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.

•

standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and

•

covenants regarding matters such as registration of warrant shares, no integration with other offerings, no shareholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of ordinary shares, and no subsequent equity sales for 60 days from closing of the offering, subject to certain exceptions.