Silexion Therapeutics Corp

For the period ended Dec 31, 2024. Filed Mar 18, 2025.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 18, 2025

SLXN$0.15+1.0%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 001-39157

Silexion Therapeutics Corp

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42253	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

12 Abba Hillel Road

Ramat-Gan, Israel 5250606

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:+972-8 628-6005

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchange onwhich registered
Ordinary shares, par value $0.0009 per share	SLXN	The Nasdaq Stock Market LLC
Warrants exercisable for ordinary shares at an exercise price of $103.50 per share	SLXNW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the registrant’s ordinary shares werenot publicly held or traded, and, therefore, the registrant cannot calculate the aggregate market value of its common equity held by non-affiliates as of such date.

As of March 1, 2025,8,414,615 ordinary shares, par value $0.0009 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

SILEXION THERAPEUTICS CORP ANNUAL REPORT ON FORM 10-K

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	32
Item 1B. Unresolved Staff Comments	69
Item 1C. Cybersecurity	69
Item 2. Properties	70
Item 3. Legal Proceedings	70
Item 4. Mine Safety Disclosures	70
PART II	70
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	70
Item 6. [Reserved]	71
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	71
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	84
Item 8. Financial Statements and Supplementary Data	84
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	84
Item 9A. Controls and Procedures	85
Item 9B. Other Information	85
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	85
PART III	86
Item 10. Directors, Executive Officers and Corporate Governance	86
Item 11. Executive Compensation	93
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	105
Item 13. Certain Relationships and Related Transactions, and Director Independence	108
Item 14. Principal Accountant Fees and Services	112
PART IV	113
Item 15. Exhibits and Financial Statement Schedules	113
INDEX TO FINANCIAL STATEMENTS	F-1
SIGNATURES	115

INTRODUCTION

We are a clinical-stage, oncology-focused biotechnology company engaged in the discovery and development of proprietary treatments for KRAS-driven cancers. The KRAS gene is an oncogene that is involved in the regulation of cell division as a result of its ability to relay external signals into the cell. Based on our research of refractory solid tumor cancers, we are actively developing a platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics. Our lead product candidate, SIL204, consists of locally administered small interfering RNAs, or siRNA, in a solution as a first-line treatment of locally advanced pancreatic cancer patients, or LAPC, in combination with standard-of-care chemotherapy.

On August 15, 2024, Silexion Therapeutics Corp (then known as Biomotion Sciences), a Cayman Islands exempted company (“New Silexion”), consummated the previously announced transactions pursuant to that certain Amended and Restated Business Combination Agreement, dated as of April 3, 2024 (as amended, the “Business Combination Agreement”), by and among New Silexion, Moringa Acquisition Corp (“Moringa”), August M.S. Ltd., an Israeli company and a wholly-owned subsidiary of New Silexion (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and a wholly-owned subsidiary of New Silexion (“Merger Sub 2”), and Silexion Therapeutics Ltd., an Israeli company (“Silexion”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), New Silexion changed its name from “Biomotion Sciences” to “Silexion Therapeutics Corp”.

Pursuant to the Business Combination, among other things, (i) Merger Sub 2 merged with and into Moringa, with Moringa continuing as the surviving company and a wholly-owned subsidiary of New Silexion (the “SPAC Merger”), (ii) Merger Sub 1 merged with and into Silexion, with Silexion continuing as the surviving company and a wholly-owned subsidiary of New Silexion (the “Acquisition Merger”), (iii) the security holders of each of Moringa and Silexion exchanged their securities for securities of New Silexion at alternate, set exchange rates; (iv) the ordinary shares, warrants and units of Moringa were delisted from the Nasdaq Capital Market and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (v) the ordinary shares and warrants of Silexion issued in the Business Combination were registered under the Exchange Act and commenced trading on the Nasdaq Global Market under the symbols “SLXN” and “SLXNW”, respectively, on August 16, 2024.

Unless otherwise indicated or the context otherwise requires, all references in this annual report (this “Annual Report”) to “we”, “us”, “our”, “the company”, “the Company”, “our company” or “New Silexion” are to Silexion Therapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company, which is filing this Annual Report, and, with respect to periods following the Business Combination, include the Company and all of its subsidiaries (including Moringa and Silexion), on a consolidated basis.

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

●	“A&R Sponsor Promissory Note” are to the convertible promissory note in a principal amount of $3,433,000 that the Company issued to the Moringa sponsor at the Closing, 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;
●	“Articles” or “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association;

●	“Board” are to our board of directors;
●	“Business Combination” and “Business Combination Agreement” are to the transactions and the agreement, respectively, described in the “Introduction” above;
●	“Closing” are to the closing of the Business Combination, which occurred on August 15, 2024;
●	“Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time;

●	“EarlyBirdCapital” or “EBC” are to EarlyBirdCapital, Inc., the representative of the underwriters of Moringa’s initial public offering;
●	“EarlyBird Convertible Note” are to the convertible promissory note in a principal amount of $1,250,000 that the Company issued to EarlyBirdCapital at the Closing, and which was retired on March 18, 2025 in accordance with the terms of a letter agreement entered into by the Company and EarlyBirdCapital on March 13, 2025;
●	“ELOC Agreement” or “White Lion Purchase Agreement” are to the Ordinary Share Purchase Agreement, dated August 13, 2024 and effective as of August 15, 2024, as amended as of January 14, 2025, by and between the Company and White Lion Capital, LLC (“White Lion”), which agreement established an equity line of credit for the Company;

●	“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, ordinary shares of our company;
●	“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended;
●	“initial public offering” or “IPO” are to Moringa’s initial public offering of its Class A ordinary shares, which was consummated in two closings, on February 19, 2021 and March 3, 2021;

●	“Marketing Agreement” are to the Business Combination Marketing Agreement, dated February 16, 2021, entered into by Moringa with EarlyBirdCapital in connection with the IPO;
●	“Moringa founders shares” are to Moringa’s 2,875,000 Class B ordinary shares (all of which were eventually converted into Moringa Class A ordinary shares) initially purchased by the Moringa sponsor in a private placement prior to Moringa’s initial public offering, of which 1,308,000 were forfeited by the Moringa sponsor, and 1,567,000 were transferred as backstop shares to third parties, in each case at the Closing, in accordance with the Business Combination Agreement;
●	“Moringa private shares” are to the Moringa Class A ordinary shares included in the Moringa private units issued and sold to the sponsor and EarlyBirdCapital in private placements simultaneously with the closings of the initial public offering;

●	“Moringa private units” are to the 380,000 units, consisting of 380,000 Moringa private shares and 190,000 Moringa private warrants, issued and sold to the Moringa sponsor and EarlyBirdCapital, in the aggregate, in private placements simultaneously with the closings of Moringa’s initial public offering;
●	“Moringa private warrants” are to the 190,000 warrants to purchase Moringa Class A ordinary shares contained within the Moringa private units issued and sold to the sponsor and EarlyBirdCapital, in the aggregate, in private placements simultaneously with the closings of the initial public offering;

●

“Moringa sponsor” or “sponsor” are to Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, which served as the sponsor of Moringa, and include, where applicable, its affiliates (including Moringa’s initial shareholder, Moringa Sponsor US L.P., a Delaware limited partnership, which is a wholly-owned subsidiary of Moringa sponsor, and Greenstar, L.P., a Cayman Islands exempted limited partnership which has the same general partner as Moringa Sponsor, LP);

●	“ordinary shares” are to our ordinary shares, par value $0.0009 per share;
●	“private shares” are to the 380,000 ordinary shares, in the aggregate, issued to the Moringa sponsor and EarlyBirdCapital pursuant to the Business Combination in exchange for the Moringa private shares included in the Moringa private units;
●	“private warrants” are to the 190,000 warrants, in the aggregate, issued to the Moringa sponsor and EarlyBirdCapital pursuant to the Business Combination in exchange for the Moringa private warrants included in the Moringa private units;

●	“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;
●	“public shares” are to our ordinary shares issued to Moringa’s public shareholders pursuant to the Business Combination in exchange for their Moringa Class A ordinary shares purchased in Moringa’s initial public offering or in the public market after Moringa’s initial public offering;
●	“public warrants” are to our warrants issued to Moringa’s public warrant holders pursuant to the Business Combination in exchange for their Moringa public warrants purchased in Moringa’s initial public offering or in the public market after Moringa’s initial public offering;

●	“SEC” are to the U.S. Securities and Exchange Commission;
●	“Securities Act” are to the U.S. Securities Act of 1933, as amended;
●	“Silexion” are to Silexion Therapeutics Ltd., an Israeli company and our wholly-owned subsidiary through which our operations are primarily conducted;

●	“trust account” are to the U.S.-based trust account that was maintained by Continental Stock Transfer & Trust Company acting as trustee, into which the proceeds from Moringa’s initial public offering and concurrent private placement were deposited, which proceeds were reduced due to redemptions of Moringa public shares prior to the Business Combination and the remaining funds of which (after payment of fees owed to EarlyBirdCapital and other service providers of Moringa for services provided prior to the Closing) were transferred to the Company upon the Closing of the Business Combination;
●	“warrants” are to our warrants to purchase ordinary shares issued pursuant to the Business Combination in exchange for Moringa warrants, and consist of public warrants and private warrants; and
●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

iii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.