Effective
as of the Closing of the Business Combination Transactions, Silexion issued to Moringa Sponsor, L.P. (the “Sponsor”) in
replacement in their entirety of all previously existing promissory notes issued by Moringa to the Sponsor from its IPO until the Closing,
an amended and restated promissory note (the “Related Party Promissory Note”, and, together with the promissory note issued
by Silexion to the underwriter of Moringa’s initial public offering for amounts owed to that underwriter in connection with the
Closing (the “Underwriters Promissory Note”), the “Promissory Notes”) in an amount of $3,433.
This reflected the total amount owed by Moringa to the Sponsor through the Closing. The maturity date of the Related Party Promissory
Note is the 30-month anniversary of the Closing (i.e., February 15, 2027). Amounts outstanding under the Related Party Promissory
Note may be repaid (unless otherwise decided by Silexion) only by way of conversion into Silexion ordinary shares (“Note Shares”).
Silexion and the Sponsor may also convert amounts outstanding under the Related Party Promissory Note at the price per share at which
Silexion conducts an equity financing following the Closing, subject to a minimum conversion amount of $100,
in an amount of Note Shares constituting up to thirty percent (30%)
of the number of Silexion ordinary shares issued and sold by Silexion in such equity financing. The Sponsor may also elect to convert
amounts of principal outstanding under the note into Silexion ordinary shares at any time following the 24-month anniversary of the
Closing, subject to a minimum conversion of $10,
at a price per share equal to the volume weighted average price of the Silexion ordinary shares on the principal market on which they
are traded during the 20 consecutive trading
days prior to the conversion date.
On
September 15, 2025, in connection with the closing of its public offering, the Company converted $1,800 of
the Related Party Promissory Note into 45,000 ordinary
shares at a fair value of $1,624.
The
converted amount represented 30% of the funds raised by the Company in its September 2025 public offering, in accordance with the
Company’s conversion right under the Related Party Promissory Note.
During
the six-month period ended on June 30, 2026, the Company converted aggregate amounts of $596
of the principal amount of the Related Party Promissory Note (see Note 3(b) to the Company’s financial statements for the year
ended December 31, 2025) into an aggregate of 153,320
ordinary shares, at fair values of $414.
The conversions were effected in connection with the May 2026 Inducement Offer transaction and sales by the Company of ordinary shares
under the Sales Agreement for the Company’s ATM facility (as described in Note 6(a) below).
As
of June 30, 2026, $1,037 of
the principal amount of the Related Party Promissory Note remained outstanding.