Silexion Therapeutics Corp

PROPOSAL 3

REVERSE SPLIT PROPOSAL

Nasdaq Minimum Bid Price Requirement

As of the date of this proxy statement, our ordinary shares and warrants are listed on the Nasdaq Global Market under the trading symbols “SLXN” and “SLXNW”, respectively. We have applied to transfer that listing to the Nasdaq Capital Market, under the “Equity Standard”, in order to cure our current listing deficiencies with respect to the minimum Market Value of Listed Securities and minimum Market Value of Publicly Held Shares for continued listing on the Nasdaq Global Market under the “Market Value Standard”. That listing transfer was not completed on or prior to May 19, 2025, and we therefore received a notice of delisting of our securities from Nasdaq on May 22, 2025, subject to our right to request a hearing at a Nasdaq panel, which request we filed with Nasdaq on May 28, 2025. Unless we are able to remedy the listing deficiencies in the interim period, the hearing at the Nasdaq panel will take place in late June 2025.

Assuming that Nasdaq accepts our listing transfer application and we are able to successfully complete that transfer of our listing, or Nasdaq provides us with additional time to cure those two listing deficiencies, we will still need to ensure that we continue to comply with all quantitative listing standards of the Nasdaq Listing Rules on an ongoing basis. One such listing standard with which we need to ensure our ongoing compliance is the minimum bid price rule. In particular, Nasdaq Listing Rule 5450(a)(1) and Nasdaq Listing Rule 5550(a)(2) require that our ordinary shares maintain a minimum closing bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Global Market or the Nasdaq Capital Market, respectively (the “Minimum Bid Price Requirement”).

The Business Combination whereby we became a publicly-traded company with securities listed on Nasdaq was completed on August 15, 2024 pursuant to the Business Combination Agreement. That transaction was consummated by and among, in principal part, Moringa, Silexion Israel, and our company. As a result of the Business Combination, Moringa and Silexion Israel became wholly-owned subsidiaries of our company, and our ordinary shares and warrants began to trade on the Nasdaq Global Market on August 16, 2024. Since that time, through the date of this proxy statement, the closing price for our ordinary shares has ranged from a high of $3.14 (on January 29, 2025) to a low of $0.369 (on October 18, 2024).

We had previously failed to comply with the Minimum Bid Price Requirement and had received a listing deficiency notice on October 29, 2024, due to our closing bid price having been below $1.00 for 30 consecutive business days, and we were granted a 180-day compliance period, until April 28, 2025, to regain compliance with that requirement. On November 27, 2024, following the close of trading, the Board, acting pursuant to an approval by our shareholders obtained at our extraordinary general meeting held on November 19, 2024, effected a 1-for-9 reverse share split of all issued and outstanding, and all authorized, ordinary shares As a result of that reverse share split, the authorized share capital of the Company remained at $20,000, but the number of authorized ordinary shares was reduced to 22,222,222 while the par value of each ordinary share was increased from $0.0001 to $0.0009, and the number of issued and outstanding ordinary shares decreased at a ratio of 1-for-9. In the aftermath of, and as a result of, that reverse share split, the trading price of our ordinary shares rose, and on December 13, 2024, we received a follow-up letter from the Listing Qualifications Department of Nasdaq that notified us that over the preceding 10 consecutive business days, from November 29, 2024 to December 12, 2024, the closing bid price of the ordinary shares was at least $1.00 per share, and we had therefore regained compliance with Nasdaq Listing Rule 5450(a)(1) and had therefore remedied our non-compliance with the Minimum Bid Price Requirement.

Since May 6, 2025, however, the closing bid price for our ordinary shares has closed below $1.00 on a frequent basis. If the closing bid price for our ordinary shares were to continue to remain below the required $1.00 level for 30 or more consecutive trading days, we would be in violation of Nasdaq’s Minimum Bid Price Requirement and we would receive a Nasdaq deficiency notice in respect of that violation, which would carry with it an immediate delisting notice, without a cure period during which our ordinary shares could regain compliance (subject to our right to appeal that delisting to a Nasdaq hearings panel). Such a delisting would be likely to adversely affect our company and the holders of our ordinary shares in many ways, as detailed below in this Proposal 3 and in the “Risk Factors Related to Reverse Share Split and Increase Under 2024 Equity Incentive Plan” section of this proxy statement.

The market price of our ordinary shares reflects a variety of factors, most importantly, the progress of, and prospects related to, the development of our product candidates, as well as additional factors such as our financial condition, market conditions for biotechnology companies generally, and conditions related to our location in Israel. Even if we continue to report positive results and progress towards the development of our product candidates, we may nevertheless not see an improvement in our share price, since many of the factors impacting that price are beyond our control.

Rationale for Increasing/Maintaining Market Price

Besides enabling us to avoid the delisting of the ordinary shares from Nasdaq and accompanying adverse consequences, our maintenance of a share price that is comfortably above the $1.00 minimum bid price level is furthermore a key strategic interest of ours, as it will assist us in raising capital to continue to support our preclinical studies and clinical trials. We are currently advancing our SIL-204B platform product through preclinical and clinical development, which is expensive, and we expect our research and development expenses to increase substantially in connection with our ongoing activities, particularly as we advance our product candidates through clinical studies. If we are unable to attract desirable investors that provide financing on a timely basis, we may be required to significantly curtail, delay, or discontinue one or more of our research, development or manufacturing programs or the commercialization of any product candidates, or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially adversely affect our business, financial condition, and results of operations.

To date, we have financed our operations primarily through the sale of equity securities, including our public offering of ordinary shares, pre-funded warrants and ordinary warrants completed in January 2025, and through royalty-bearing grants that our Silexion Israel subsidiary has received from Israel’s Innovation Authority. The amount of our future net losses will depend, in part, on the rate of our future expenditures and our ability to obtain funding through equity or debt financings, strategic collaborations, or grants. Many potential desirable investors or financing sources would be unwilling to consider an investment in our company on reasonable terms or at all if our share price remains at or below the minimum $1.00 price level under the Nasdaq Listing Rules, in part due to a fear that our ordinary shares and warrants may be delisted from Nasdaq, which would likely reduce liquidity and increase volatility in our trading price.

In order to avoid a violation of Nasdaq’s Minimum Bid Price Requirement and an accompanying immediate delisting notice, and to raise the market price of our ordinary shares should it otherwise remain below $1.00 per share throughout the period prior to the date of the annual general meeting, we are proposing that our shareholders approve, at the meeting, a reverse share split at a set ratio, which will be between 1-for-5 and 1-for-15, inclusive, which should have the immediate impact of boosting the bid price per share by a proportionate ratio, due to the deemed relatively higher value attributable to each ordinary share following such a reverse split. The actual ratio within this range will be presented to our shareholders for approval at the meeting.

Impact of Reverse Share Split on Our Ordinary Shares

One principal effect of the reverse share split under any of possible ratios at which it would be effected would be to decrease the number of our issued and outstanding ordinary shares. Except forde minimus adjustments that may result from the treatment of fractional shares as described below, the reverse split will not have any dilutive effect on our shareholders since each shareholder would hold the same percentage of our ordinary shares outstanding immediately following the reverse split as such shareholder held immediately prior to the reverse split. Voting and other rights that accompany the ordinary shares would not be affected by the reverse split.

The reverse split will not have any dilutive effect on our shareholders. In addition, the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance will remain the same because the authorized number of our ordinary shares will be decreased in proportion to the ratio of between 1-for-5 and 1-for-15 at the effective time of the reverse split, as the case may be. The remaining authorized shares may be used for various purposes, including, without limitation, raising capital, providing equity incentives to employees, officers or directors, and/or establishing strategic relationships with other companies. We do not currently have any plans, proposals or arrangements to issue any of the available authorized shares for any purposes, other than for a potential public offering, which we may seek to complete during the second or third quarters of 2025.

Implementation of Reverse Share Split

The Board intends to effect a reverse share split pursuant to the Reverse Split Proposal, if that proposal is approved, only if the Board believes that a decrease in the number of ordinary shares outstanding is likely to improve the trading price of our ordinary shares, and if needed in order to maintain or restore compliance with the Minimum Bid Price Requirement and only if the implementation of a reverse share split is determined by the Board to be in the best interests of the Company and its shareholders.

The Board believes that it is in the best interest of the Company and its shareholders, and is hereby soliciting shareholder approval, to effect a reverse share split of all the Company’s issued and outstanding ordinary shares at a ratio of not less than 1-for-5 and not more than 1-for-15, inclusive. The exact ratio of the reverse split to be presented for approval by our shareholders at the annual general meeting will be determined by our Board prior to the meeting based on market conditions and the market price of the ordinary shares during the period leading up to, and immediately prior to, the meeting. Our board of directors will determine which resolution— containing a specific reverse split ratio— will be presented for approval at the meeting, whereby, assuming shareholder approval of the proposal, on the effective date of the reverse share split, all of the Company’s issued and unissued ordinary shares will be, automatically and without any action on the part of the shareholders, combined, converted and changed into new ordinary shares in accordance with that reverse share split ratio. If the shareholders approve the Reverse Split Proposal, the Board will have the authority, but not the obligation, in its sole discretion, and without further action on the part of the shareholders, to effect a reverse share split at the approved ratio any time after the approval of the shareholders.

The Board believes that our solicitation of shareholder approval of a reverse share split ratio within a range in connection with the Reverse Split Proposal, which will only be set by the Board immediately prior to the meeting, provides the Board with flexibility to achieve the purposes of any such reverse share split that may be effected. The additional time between the date of this proxy statement and the date of the annual general meeting will enable the Board to analyze market conditions and our share price and determine what ratio within the range described in this Proposal 3 best fulfills the purposes of the reverse share split. The determination will be made by the Board with the intention to create the greatest marketability of the Company’s ordinary shares based upon prevailing market conditions at that time. The Board reserves its right to elect not to proceed, and abandon, the reverse share split if it determines, in its sole discretion, that implementing such reverse share split is not in the best interests of the Company and its shareholders. We currently anticipate, however, that the Board will implement the reverse share split promptly after (and subject to) shareholder approval of Proposal 3 at the meeting.

We cannot assure you that, to the extent we receive a delisting notice due to a deficiency in our compliance with the Minimum Bid Price Requirement prior to effecting a reverse share split, that we will be able to successfully appeal that delisting notice and also restore our compliance with that requirement through the reverse split, which would require the closing bid price of our ordinary shares to rise above $1.00 for 10 consecutive trading days. There can be no assurance that the price per share of our ordinary shares immediately after a reverse share split will increase proportionately to that reverse share split, or that any increase will be sustained for any period of time. We cannot guarantee that if we do successfully appeal a potential delisting notice and remedy any deficiency in complying with the Minimum Bid Price Requirement, that we will thereafter maintain that compliance. We also cannot assure you that an active and liquid public market for our ordinary shares will exist or be maintained post-reverse split. Further, regardless of our compliance with the Minimum Bid Price Requirement, the listing of our shares on the Nasdaq Global Market or Nasdaq Capital Market (to which we have applied to transfer our listing, as described above) may be halted or discontinued if we are unable to maintain compliance with any other Nasdaq continued listing requirement for any reason. Please see the “Risk Factors Related to Reverse Share Split and Increases Under 2024 Equity Incentive Plan” section below.

Fractional Shares

Shareholders would not receive fractional ordinary shares in connection with the reverse share split. In lieu of any fractional shares, we will round up to the nearest whole share the number of ordinary shares issuable to any shareholder who would otherwise hold a fractional share as a result of the number of ordinary shares held by it before the reverse share split not being evenly divisible by the reverse split ratio. For example, if a shareholder holds 150.75 ordinary shares following the reverse share split, that shareholder will be issued 151 ordinary shares. No shareholders will receive cash in lieu of fractional shares.

We do not expect the reverse share split and the rounding up of fractional shares to whole shares to result in a significant change in the relative percentage ownership of our various shareholders.

Effect on Ordinary Shares, Authorized Ordinary Shares and Par Value

If the reverse share split is approved by our shareholders and our Board implements the reverse share split, then as of the effective time, all ordinary shares (issued and unissued) will automatically be combined into new ordinary shares in accordance with the reverse share split ratio and our ordinary shares will have a new CUSIP number. Additionally, the number of authorized ordinary shares would be reduced and the par value of all of the ordinary shares would be adjusted upwards in a corresponding manner, each proportionate to the reverse share split ratio.

Effect on Outstanding Equity Awards, Warrants, and Equity Plans

If the reverse share split is approved by our shareholders and our Board implements the reverse share split, as of the effective time, proportionate adjustments will be made to (i) the number of ordinary shares that are subject to all then-outstanding equity awards and warrants, such that fewer shares would underlie such awards and warrants, (ii) the exercise price of all then-outstanding options and warrants, such that the per share exercise price of each such option and warrant would be increased, and (iii) the number of ordinary shares available for issuance under the our equity incentive plans, such that fewer shares will be subject to such plans (after applying the increase to available shares under our 2024 Equity Incentive Plan, to the extent that Proposal 4 is approved by our shareholders at the annual general meeting).

Illustration

For purposes of illustration, the following table contains approximate information relating to the number of our ordinary shares if the reverse share split is effected at a ratio of 1-for-5, 1-for-10 or 1-for-15 based on share information as of the close of business on May 30, 2025.

Accounting Consequences

The reverse share split will not have an effect on the stated capital attributable to ordinary shares on our balance sheet because the par value of each of the ordinary shares will be increased by the same ratio as the ratio contemplated by the reverse share split. Reported net income or loss per ordinary share and book value per ordinary share will be higher because there will be fewer ordinary shares.

Material U.S. Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax consequences of the reverse share split to U.S. Holders (as defined below) of our ordinary shares. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date of this proxy statement, all of which may be subject to change, possibly with retroactive effect. No assurance can be given that the Internal Revenue Service (the “IRS”) will agree with the consequences described in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been or will be sought or obtained from the IRS regarding the tax consequences of the reverse share split.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of our ordinary shares that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) the administration of which is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

This summary does not discuss all U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example, tax-exempt organizations, S corporations, partnership and other pass through entities (and investors therein), mutual funds, insurance companies, banks and other financial institutions, dealers in securities, brokers or traders in securities, commodities or currencies that elect to use a mark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold our ordinary shares as part of a straddle, hedging, constructive sale, conversion, or other integrated transaction, U.S. Holders that have a functional currency other than the U.S. dollar, and persons who acquired our ordinary shares as a result of the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan). Furthermore, this summary does not discuss any alternative minimum tax consequences or the Medicare contribution tax on net investment income and does not address any aspects of U.S. state or local or non-U.S. taxation. This summary only applies to U.S. Holders holding our ordinary shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

If an entity classified for U.S. federal income tax purposes as a partnership owns our ordinary shares, the tax treatment of a member of the entity will depend on the status of the member and the activities of the entity and such member. The tax treatment of such an entity, and of any member of such an entity, is not addressed in this summary. Any entity that is classified for U.S. federal income tax purposes as a partnership and that owns our ordinary shares, and any members of such an entity, are encouraged to consult their respective tax advisors.

U.S. HOLDERS OF OUR ORDINARY SHARES ARE ENCOURAGED TO SEEK ADVICE FROM THEIR OWN TAX ADVISORS REGARDING THE INCOME TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT TAKING INTO ACCOUNT THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT ARISING UNDER THE U.S. FEDERAL INCOME, ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

We intend for the reverse share split to qualify as a “recapitalization” for U.S. federal income tax purposes and, consequently, as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the reverse share split so qualifies:

U.S. Treasury regulations provide detailed rules for allocating the tax basis and holding period among our ordinary shares acquired by a shareholder on different dates and at different prices. U.S. Holders that acquired our ordinary shares on different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period among such ordinary shares.

Procedures for Effecting Reverse Share Split

As soon as practicable after the effective date of the reverse share split, the Company’s shareholders will be notified that the reverse share split has been effected.

Registered “Book-Entry” Holders of Ordinary Shares

As all of the outstanding ordinary shares are held in book-entry form, you will not need to take any action to receive post-reverse share split ordinary shares. As soon as practicable after the effective time, the Company’s transfer agent will send to your registered address a transmittal letter along with a statement of ownership indicating the number of post-reverse share split ordinary shares you hold.

Beneficial Holders of Ordinary Shares

Upon the implementation of the reverse share split, we intend to treat ordinary shares held by shareholders in “street name” (i.e., through a bank, broker, custodian, or other nominee), in the same manner as registered “book-entry” holders of our ordinary shares. Banks, brokers, custodians or other nominees will be instructed to effect the reverse share split for their beneficial holders holding our ordinary shares in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the reverse share split. If a shareholder holds our ordinary shares with a bank, broker, custodian, or other nominee and has any questions in this regard, he, she or it is encouraged to contact his, her or its bank, broker, custodian, or other nominee.

At the annual general meeting, our Board will present to our shareholders one of the following three resolutions (or such other resolution as reflects a reverse split ratio of between 1-for-5 and 1-for-15) for approval, subject to the determination of the Board based on market conditions and the market price of the ordinary shares during the period leading up to, and immediately prior to, the meeting:

RESOLVED, as an ordinary resolution, that, subject to the determination, confirmation and approval of the board of directors of the Company that this resolution is an effective means of maintaining, or if necessary, regaining, compliance with the minimum bid price requirement for the continued listing of the ordinary shares of the Company on the Nasdaq Global Market or the Nasdaq Capital Market and initially adjusting the market price of the ordinary shares to be within the range of $3.00 to $10.00, the authorized share capital of the Company be consolidated as follows:

to US$20,000 divided into 4,444,445 ordinary shares of a par value of US$0.0045 each

by

(a) the consolidation of all issued ordinary shares (as of May 30, 2025, 8,692,392 issued shares) of a par value of US$0.0009 into issued ordinary shares (based on the number of issued shares as of May 30, 2025, 1,738,479 issued ordinary shares) of a par value of US$0.0045, and

(b) the consolidation of all unissued ordinary shares (as of May 30, 2025, 13,529,830 unissued shares) of a par value of US$0.0009 into unissued ordinary shares (based on the number of unissued shares as of May 30, 2025, 2,705,966 unissued shares) of a par value of US$0.0045.

RESOLVED, as an ordinary resolution, that, subject to the determination, confirmation and approval of the board of directors of the Company that this resolution is an effective means of maintaining, or if necessary, regaining, compliance with the minimum bid price requirement for the continued listing of the ordinary shares of the Company on the Nasdaq Global Market or the Nasdaq Capital Market and initially adjusting the market price of the ordinary shares to be within the range of $3.00 to $10.00, the authorized share capital of the Company be consolidated as follows:

to US$20,000 divided into 2,222,223 ordinary shares of a par value of US$0.009 each

by

(a) the consolidation of all issued ordinary shares (as of May 30, 2025, 8,692,392 issued shares) of a par value of US$0.0009 into issued ordinary shares (based on the number of issued shares as of May 30, 2025, 869,240 issued ordinary shares) of a par value of US$0.009, and

(b) the consolidation of all unissued ordinary shares (as of May 30, 2025, 13,529,830 unissued shares) of a par value of US$0.0009 into unissued ordinary shares (based on the number of unissued shares as of May 30, 2025, 1,352,983 unissued shares) of a par value of US$0.009.

RESOLVED, as an ordinary resolution, that, subject to the determination, confirmation and approval of the board of directors of the Company that this resolution is an effective means of maintaining, or if necessary, regaining, compliance with the minimum bid price requirement for the continued listing of the ordinary shares of the Company on the Nasdaq Global Market or the Nasdaq Capital Market and initially adjusting the market price of the ordinary shares to be within the range of $3.00 to $10.00, the authorized share capital of the Company be consolidated as follows:

to US$20,000 divided into 1,481,482 ordinary shares of a par value of US$0.0135 each

by

(a) the consolidation of all issued ordinary shares (as of May 30, 2025, 8,692,392 issued shares) of a par value of US$0.0009 into issued ordinary shares (based on the number of issued shares as of May 30, 2025, 579,493 issued ordinary shares) of a par value of US$0.0135, and

(b) the consolidation of all unissued ordinary shares (as of May 30, 2025, 13,529,830 unissued shares) of a par value of US$0.0009 into unissued ordinary shares (based on the number of unissued shares as of May 30, 2025, 901,989 unissued shares) of a par value of US$0.0135.

Vote Required for Approval

The approval of the Reverse Split Proposal requires the affirmative vote of an ordinary resolution under Cayman Islands law, being a resolution passed by an ordinary majority of Silexion’s shareholders as, being entitled to do so, vote in person or by proxy at the annual general meeting, and includes a unanimous written resolution.

The Board unanimously recommends a vote “FOR” the Reverse Split Proposal at a ratio (between 1-for-5 and 1-for-15) to be presented by the Board at the annual general meeting.