Silexion Therapeutics Corp

Silexion

Unless the context requires otherwise, references in this “Executive Compensation” section to “we,” “our,” “us” and the “Company” generally refer to our company on a consolidated basis, for all periods following the completion of the Business Combination (on August 15, 2024), and to our wholly-owned subsidiary, Silexion Therapeutics Ltd., an Israeli company (“Silexion Israel”), and its subsidiaries, for all periods prior to the completion of the Business Combination.

The following tables and accompanying narrative set forth information about the compensation, for 2025 and 2024, provided to our chief executive officer (or person serving in an equivalent position) and the two most highly compensated executive officers (other than our chief executive officer) who were serving as executive officers as of December 31, 2025, each of whom also served as an executive officer of Silexion Israel prior to the completion of the Business Combination. These executive officers consist of: Ilan Hadar, who was Silexion Israel’s Managing Director and now serves as Silexion’s Chairman and Chief Executive Officer; Mirit Horenshtein Hadar, who was Silexion Israel’s EVP Finance and now serves as Silexion’s Chief Financial Officer and Secretary; and Dr. Mitchell Shirvan, who was Silexion Israel’s- and is now Silexion’s- Chief Scientific and Development Officer. These executive officers are referred to in this section as our “named executive officers” or “NEOs.”

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs, in the period immediately following the Business Combination. Actual compensation programs that we adopt in the future may differ materially from the plans summarized in this discussion.

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for each of 2025 and 2024.

Narrative Disclosure to Summary Compensation Table

Base Salary

The named executive officers receive base salaries to compensate them for services rendered to us. The base gross salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The annual base salaries for Ilan Hadar, Mirit Horenshtein Hadar and Dr. Mitchell Shirvan, for 2025 and 2024 were $382,398 and $240,560 for Mr. Hadar, $250,297and $233,532 for Ms. Horenshtein Hadar, and $278,108 and $190,286 for Dr. Shirvan, respectively.

Equity Compensation

We did not grant any new equity compensation to the named executive officers during the year ended December 31, 2025.

In February 2026, following the automatic increase (effective as of January 1, 2026) to the number of ordinary shares available under our 2024 Equity Incentive Plan (described further below) due to the automatic “evergreen” provision of that plan, our compensation committee approved certain “catch-up” equity grants to our named executive officers, who had not received any equity grants since the Closing of the Business Combination and whose percentage of equity holdings in our company were below customary levels. Pursuant to that approval by the compensation committee, Ilan Hadar, Dr. Mitchell Shirvan and Mirit Horenshtein Hadar received grants of restricted share units (RSUs) for 64,350, 49,726 and 49,726 underlying ordinary shares, respectively, which RSUs were fully vested upon grant and settled immediately for the underlying ordinary shares.

From time to time prior to 2025, we have also granted equity awards under the Silexion Therapeutics Ltd. 2013 Equity Incentive Plan, which was replaced by the Silexion Therapeutics Ltd. 2023 Equity Incentive Plan (the “2013 Plan” and “2023 Plan”, respectively, collectively referred to as the “Silexion Israel Plans”), as incentives to attract, retain and motivate our named executive officers. All compensation amounts appearing in the Summary Compensation Table above in the “Stock Awards” column reflect grants under the Silexion Israel Plans. During 2024, we granted RSUs that could be settled for 1,121, 420 and 981 ordinary shares of Silexion Israel, to Ilan Hadar, Mirit Horenshtein Hadar, and Dr. Mitchell Shirvan, respectively (each such number of Silexion Israel ordinary shares reflects the exchange ratio in the Business Combination or the subsequent reverse share splits of Silexion). The vesting of those RSUs accelerated upon the Closing of the Business Combination, entitling each such officer to receive Silexion ordinary shares in accordance with the exchange ratio upon the Closing. The expense that we realized for each year in respect of each RSU award to the applicable NEO is reflected in the “Stock Awards” column of the above Summary Compensation Table.

During 2022, Silexion Israel granted 956 and 478 options to purchase Silexion Israel ordinary shares to Ilan Hadar and Dr. Mitchell Shirvan, respectively (each such number of options reflects the equity exchange ratio in the Business Combination and the subsequent reverse share splits of Silexion). Vesting of those options was to occur over a period of 48 months, provided that Ilan Hadar or Dr. Mitchell Shirvan, as applicable, remains engaged by Silexion Israel (or a Silexion Israel affiliate), and is subject to the Silexion Israel Plans. Upon consummation of an initial public offering of Silexion Israel’s securities or an M&A Transaction (as defined in Silexion Israel’s articles of association), which included the Business Combination, the vesting of those options was to accelerate, such that all unvested options were to immediately vest, provided that such IPO or M&A Transaction was to be consummated after January 1, 2023. That acceleration of vesting occurred upon the Closing of the Business Combination on August 15, 2024. The expense that we realized for each year in respect of the option award to the applicable NEO is reflected in the “Stock Awards” column of the above Summary Compensation Table.

Employment Agreements

The base salary and other compensation paid to our NEOs reflected in the above Summary Compensation Table is provided to them pursuant to employment agreements to which our wholly-owned subsidiary Silexion Israel is party with each of them.

Mr. Hadar’s employment agreement, as amended, with Silexion Israel provides for him a gross monthly salary of NIS 110,000, which amounts to an annual base salary of $382,398 (based on the average exchange rate for 2025, as published by the Bank of Israel), customary disbursements toward his providence fund, further education fund and severance pay fund, and other fringe benefits commensurate with such position.

Mirit Horenshtein Hadar’s employment agreement with Silexion Israel provides for her a gross monthly salary of NIS 72,000, which amounts to an annual base salary of $250,297 (based on the average exchange rate for 2025, as published by the Bank of Israel), as well as customary disbursements toward her providence fund, further education fund and severance pay fund, and other fringe benefits commensurate with such position.

Dr. Mitchell Shirvan’s employment agreement with Silexion Israel provides for him a gross monthly salary of NIS 80,000, which amounts to an annual base salary of $278,108 (based on the average exchange rate for 2025, as published by the Bank of Israel),, as well as customary disbursements toward his providence fund, further education fund and severance pay fund, and other fringe benefits commensurate with such position.

Silexion Israel 2013 Equity Incentive Plan and Silexion Israel 2023 Equity Incentive Plan

The equity awards for which compensation expense is reflected in the above Summary Compensation Table for our NEOs have been granted under equity incentive plans. Silexion Israel (and, following the Business Combination, Silexion) has maintained the Silexion Israel Plans in order to provide additional incentives for employees, directors and consultants, and to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to Silexion Israel’s (and Silexion’s) success. The 2013 Plan was adopted on July 25, 2013 and was replaced by the 2023 Plan, which was adopted on April 4, 2023. For a complete description of the 2013 Plan and the 2023 Plan, please see “Silexion Israel Share Incentive Plans” below.

The Silexion Israel Plans provide for grants of options to purchase ordinary shares of Silexion Israel (following the Business Combination, Silexion), shares, restricted shares and RSUs. As described above, during 2022, Silexion Israel granted option awards under the Silexion Israel Plans to Ilan Hadar and Dr. Mitchell Shirvan, and during 2024, Silexion Israel granted RSUs to Ilan Hadar, Mirit Horenshtein Hadar, and Dr. Mitchell Shirvan.

Immediately prior to the effective time of the merger of Merger Sub 1 with and into Silexion Israel pursuant to the Business Combination, all outstanding Silexion Israel options and Silexion Israel RSUs accelerated and became fully vested (and, in the case of RSUs, settled for underlying shares). At the effective time of that merger, all Silexion Israel options outstanding immediately prior to the merger automatically and without any action on the part of any Silexion Israel option holder or beneficiary thereof, were assumed by Silexion, and each such Silexion Israel option was converted into an option to purchase Silexion ordinary shares (based on the equity exchange ratio for Silexion Israel under the Business Combination Agreement).

In addition, immediately prior to the completion of the Business Combination, Silexion adopted the 2024 Equity Incentive Plan (described below), which provides for the grant of equity-based incentive awards to its employees, directors, office holders, service providers and consultants in order to incentivize them to increase their efforts on behalf of Silexion and to promote the success of Silexion’s business.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding equity awards held by Silexion’s named executive officers that were outstanding as of December 31, 2025. The awards listed in this table were granted under the Silexion Israel Plans, which are summarized above under “- Narrative Disclosure to Summary Compensation Table - Silexion Israel 2013 Equity Incentive Plan and Silexion Israel 2023 Equity Incentive Plan” and below under “Silexion Israel Share Incentive Plans”.

Director Compensation

The following table lists the fees earned or paid to each of our directors in respect of the year ended December 31, 2025:

In December 2024, our compensation committee and Board approved an annual compensation package for our non-employee/non-affiliate directors (consisting of all directors other than our Chairman and Chief Executive Officer, Ilan Hadar, and our consultant, Ilan Levin), which was effective for the 2025 year. That compensation package consisted of:

The amounts set forth for each director (other than Messrs. Hadar and Levin) in the above Director Compensation table are based on our non-employee/non-affiliate director annual compensation package, as applied to the particular director based on his or her participation in Board committees.

Silexion Executive Compensation

Following the Closing, we have been developing an executive compensation program that is designed to align compensation with our business objectives and the creation of shareholder value, while enabling us to attract, retain, incentivize and reward individuals who contribute to the long-term success of Silexion. Decisions regarding the executive compensation program are recommended by our compensation committee and approved by our Board.

Silexion Equity Compensation

It is anticipated that equity-based compensation will continue to be an important element of executive compensation as we proceed in the longer-term period following the consummation of the Business Combination, in order to maintain a strong link between executive incentives and the creation of shareholder value. During the year ended December 31, 2025, we did not grant any new equity compensation to our executive officers, due to limitations on our available authorized share capital and the pressing need for us to utilize our available authorized share capital primarily for financing purposes, which enabled us to restore and maintain compliance with Nasdaq listing requirements related to shareholders’ equity. In the previous year (2024), upon the consummation of the Business Combination, we granted 5,242 RSUs, in the aggregate, to directors of Silexion and employees of Silexion and its subsidiaries (of which 1,471 RSUs were granted to Silexion directors) as a means of incentivizing them and aligning their interests with those of the shareholders of the Company. We have furthermore utilized the initial additional 156,333 ordinary shares that were added to the pool of shares for the 2024 Equity Incentive Plan (described below) pursuant to the automatic increase to that plan as of January 1, 2026 under the existing “evergreen” provision of that plan and granted fully-vested RSUs to our executive officers in February 2026. We await the outcome of the proposed increase to the “evergreen” provision under the 2024 Equity Incentive Plan at our extraordinary general meeting that was scheduled for March 16, 2026, which was adjourned by one week. If that increase is approved by our shareholders, the total automatic increase to the pool of shares under that plan will be by 594,900 ordinary shares for 2026 (which includes the 156,333 ordinary shares that were already added to the pool), and future automatic annual increases under that plan will yield a total number of reserved shares under all of our equity incentive plans equal to 10% of our issued and outstanding share capital on a fully diluted basis as of each January 1. Our annual evergreen increases will be an important means to supply the equity compensation arrangements for our executive officers in 2026 and beyond.

Silexion Israel Share Incentive Plans

2013 Share Option Plan

Shares Reserved under the 2013 Share Option Plan. The total number of authorized but unissued ordinary shares available for issuance under the 2013 Share Option Plan (the “2013 Plan”) (which we assumed from Silexion Israel as part of the Business Combination) is 1,579. All of those ordinary shares are subject to outstanding grants. Upon the termination of the 2013 Plan (which occurred prior to the Business Combination), any unissued ordinary shares that were then available under the 2013 Plan ceased to be reserved for purposes of the 2013 Plan, other than ordinary shares underlying outstanding options under the 2013 Plan, which remain subject to the terms of the plan.

Administration. Our Board, or a duly authorized compensation committee of the Board, has the power to administer the 2013 Plan. The committee has the authority, subject to applicable law and our Articles, to interpret the terms of the 2013 Plan and any option agreements entered into thereunder, determine and amend the terms of respective option agreements, including the exercise price of an option, the fair market value of the underlying ordinary shares, the time and vesting schedule applicable to the option, accelerate or amend the vesting schedule applicable to an option, and take all other actions and make all other determinations necessary for the administration of the 2013 Plan.

Eligibility. The 2013 Plan provides for granting options under various tax regimes, including, without limitation, in compliance with Section 102 or Section 3(i) of the Israeli Income Tax Ordinance (New Version), 5721-1961, as amended (the “Ordinance”), and for awards granted to Silexion Israel’s United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and Section 409A of the Code.

Options. All options granted pursuant to the 2013 Plan are evidenced by an option agreement, in a form that was previously approved. The option agreement sets forth the terms and conditions and the number of shares to which the option relates and the type of option granted thereunder, the purchase price per underlying share and the vesting schedule by which such option shall become exercisable.

Unless otherwise determined by the committee or the Board and as stated in the option agreement, and subject to the conditions of the 2013 Plan, options become exercisable under the following schedule: 25% of the shares covered by the option on the first anniversary of the date on which such option was granted and 12.5% of the shares covered by the option at the end of each subsequent six-month period during the second, third and fourth years from the date of grant, with the committee and/or Board possessing the exclusive authority to accelerate the periods for exercising an option.

Each option shall expire 10 years from the date of the grant thereof, or five years with respect to an incentive stock option, unless a shorter term of expiration has been otherwise designated.

Grants to U.S. Residents. The 2013 Plan provides for the grant of options in accordance with the Code, including incentive stock options and nonqualified stock options.

Options granted under the 2013 Plan to Silexion Israel employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options. The exercise price of an option may not be less than the par value of the share for which such option is exercisable. The exercise price of an Incentive Stock Option may not be less than 100% of the fair market value of the underlying share on the date of grant or such other amount as may be required pursuant to the Code, and in the case of Incentive Stock Options granted to ten percent (10%) shareholders, not less than 110%.

Exercise. An option under the 2013 Plan may be exercised by providing us with a written notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the committee (and, in the case of an option granted to an Israeli resident with a trustee arrangement, the trustee) and as permitted by applicable law.

Transferability. No option shall be assignable, transferable or given as collateral, nor may any right with respect to an option be given to any third party whatsoever, and during the lifetime of the option-holder each and all of such option-holder’s rights to purchase ordinary shares thereunder shall be exercisable only by the option-holder.

Termination of Employment. An option may be exercised after the date of termination of an option-holder’s service or employment with Silexion Israel or any of its affiliates or termination of an affiliate’s status as such only with respect to the number of options already vested and unexpired at the time of such termination according to the vesting and expiration periods of the options set forth in the 2013 Plan, or under a different period prescribed by the committee or by the Board and specified in the relevant option agreement, provided, however, that (i) such termination is without cause, in which case the options shall be exercisable within not more than 90 days from the effective date of such termination, or (ii) such termination is the result of death or disability of the option-holder, in which case the options shall be exercisable within 12 months, and in the event of death, the option shall be exercisable by the option-holder’s estate, all in accordance the 2013 Plan. If termination of employment or service is for cause, any outstanding unexercised option (whether vested or non-vested), will immediately expire and terminate, and the option-holder shall not have any right in connection with such option.

Voting Rights. Option-holders shall not have any of the rights or privileges of shareholders of Silexion in respect of any ordinary shares purchasable upon the exercise of any options unless and until, following exercise in accordance with the terms of the 2013 Plan and the options, registration of the option-holder as a holder of such ordinary shares in our register of shareholders is complete, but in case of options and underlying ordinary shares to be held by the trustee, subject to the provisions of the 2013 Plan.

Dividends. With respect to all ordinary shares (as opposed to unexercised options) issued upon the exercise of options, the option holder, as a shareholder of Silexion shall be entitled to receive dividends in accordance with the quantity of such ordinary shares and the Articles, and subject to any applicable taxation on distribution of dividends.

Transactions. If the outstanding shares of Silexion shall at any time be changed or exchanged by declaration of a dividend, split, share subdivision, combination or exchange of shares, recapitalization, or any other like event, then in such event only and as often as the same shall occur, the number, class and kind of ordinary shares (including ordinary shares issuable pursuant to the 2013 Plan, in respect of which options have not yet been exercised) subject to the 2013 Plan or subject to any options granted thereunder, and the exercise price of the options, shall be appropriately and equitably adjusted so as to maintain the proportionate number of ordinary shares without changing the aggregate exercise price of the options.

In the event of a merger or consolidation of Silexion or a sale of all, or substantially all, of our shares or assets or other transaction having a similar effect on Silexion, or change in the composition of the Board, or such other transaction or circumstances that the Board determines to be a relevant transaction, the merger agreement will provide for one or more of the following, without the consent of the option-holder: (i) any outstanding option will be assumed or substituted by the successor corporation; (ii) the option will be cancelled and a payment will be made to the option-holder, as provided in the 2013 Plan; or (iii) the option will be fully exercisable and the underlying ordinary shares will be issuable upon exercise, followed by the cancellation of the option.

The foregoing description of the 2013 Plan is qualified in its entirety by the full text of the 2013 Plan, which serves as Exhibit 10.9 to this Annual Report and is incorporated herein by reference.

2023 Equity Incentive Plan

Silexion Israel’s board of directors adopted a 2023 Equity Incentive Plan (the“2023 Plan”) in 2023. The purpose of the 2023 Plan was to provide equity-based incentive awards in order to link the compensation and benefits of the individuals and entities providing services to Silexion Israel or its affiliates with the success of Silexion Israel and long-term shareholder value.

There are no currently outstanding awards under the 2023 Plan. Because Silexion adopted a new equity incentive plan, the 2024 Equity Incentive Plan (as described below) prior the Closing of the Business Combination, we do not intend to make any further grants under the 2023 Plan.

Silexion Share Incentive Plans

2024 Equity Incentive Plan

Pursuant to written resolutions adopted by our Board and shareholders prior to the Closing of the Business Combination, we have approved and adopted the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective immediately upon the Closing.

Upon the Closing, a total of 4,264 ordinary shares were reserved for issuance under the terms of the 2024 Plan, which, together with Silexion ordinary shares allocated for issuance under the existing 2013 Plan and 2023 Plan, equaled 10% of the total number of our issued and outstanding ordinary shares on a fully diluted basis immediately following the Closing.

A summary of the material terms of the 2024 Plan is provided below:

Administration

The compensation committee of our Board is the administrator of the 2024 Plan. Except as provided otherwise under the 2024 Plan, the administrator has plenary authority to grant awards pursuant to the terms of the 2024 Plan to eligible individuals, determine the types of awards and the number of shares covered by the awards, establish the terms and conditions for awards and take all other actions necessary or desirable to carry out the purpose and intent of the 2024 Plan.

Eligibility and Participation

The administrator selects the individuals who participate in the 2024 Plan. Eligibility to participate is open to officers, directors and employees of, and other individuals who provide bona fide services to or for, us or any of our subsidiaries. Our board of directors may also select as participants prospective officers, employees and individual service providers who have accepted an offer of employment or another service relationship from us or one of our subsidiaries. Any awards granted to such a prospect before the individual’s start date may not become vested or exercisable, and no shares may be issued to such individual, before the date the individual first commences performance of services with us.

Share Pool Under the 2024 Plan

The initial number of Silexion ordinary shares allocated to the 2024 Plan (the “Share Pool”) was 4,264. At our 2025 annual general meeting held in July 2025, our shareholders approved a special one-time increase to the number of ordinary shares available under the 2024 Plan by 84,791 ordinary shares. The 2024 Plan furthermore provides for an automatic annual allocation/adjustment to the Share Pool (the “evergreen provision”) whereby the number of shares reserved for issuance under the Share Pool increases on January 1 of each year. As initially provided under the 2024 Plan, the evergreen provision increased the Share Pool by the lesser of (i) such number of shares as equaled 5% of our issued and outstanding shares as of January 1 of each year, or (ii) an amount determined by our board of directors prior to such date. As implemented on January 1, 2025, 6,164 ordinary shares became available under the 2024 Plan pursuant to the original evergreen provision. As implemented once again on January 1, 2026, 156,333 ordinary shares became available under that same evergreen provision. As has been proposed for amendment by our compensation committee and Board, subject to the approval of our shareholders (the last of whom may provide their approval to the amendment at our extraordinary general meeting being held in March 2026), the evergreen provision of the 2024 Plan will provide instead as follows:

On January 1 of each calendar year, through (and including) January 1, 2034, the Share Pool under the 2024 Plan will increase by an amount equal to the lesser of (i) such number of ordinary shares as yields a total pool of shares reserved under the 2024 Plan and our prior equity incentive plans equal to 10% of the number of ordinary shares issued and outstanding, on a fully-diluted basis, on such January 1st date, or (ii) an amount determined by our Board prior to such date.

Pursuant to the proposed amended evergreen provision, the Share Pool under the 2024 Plan would increase by 594,900 ordinary shares (which includes the 156,333 ordinary shares under the existing evergreen provision) effective as of January 1, 2026, and would stand at 681,473 ordinary shares.

The following additional rules apply to the number of ordinary shares available under the Share Pool on an ongoing basis:

In the event of a merger, consolidation, share rights offering, statutory share exchange or similar event affecting the Company or a share dividend, share split, reverse share split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization or similar event affecting the capital structure of the Company, our Board will make equitable and appropriate substitutions or proportionate adjustments to the Share Pool to reflect the transaction or event. Similar adjustments will be made to the award limitations described below and to the terms of outstanding awards.

ISO Award Limit

The maximum number of Silexion ordinary shares that may be issued in connection with awards granted under the 2024 Plan that are intended to qualify as incentive stock options under Section 422 of the Code is 95,218.

Types of Awards

General. The 2024 Plan enables the grant of share awards, performance shares, restricted share units (RSUs), cash-based performance units, other share-based awards, share options, share appreciation rights, and share unit awards, each of which may be granted separately or in tandem with other awards. The administrator may establish sub-plans under the 2024 Plan under which awards that qualify for preferred tax treatment for recipients in jurisdictions outside the U.S. may be granted.

We have adopted a sub-plan for Israeli participants, which provides for granting awards in compliance with Section 102 (“Section 102”) and Section 3(i) of the Ordinance. Section 102 allows employees, directors and officers who are not controlling shareholders and who are considered Israeli residents for tax purposes to receive favorable tax treatment for compensation in the form of shares, options or certain other types of equity awards, subject to certain terms and conditions. Our non-employee service providers and controlling shareholders who are considered Israeli residents for tax purposes may be granted awards under Section 3(i) of the Ordinance, which do not provide for similar tax benefits as Section 102.

Out of the three tax tracks that are available under Section 102 ((i) the “ordinary income track” with a trustee, (ii) the “capital gains track” with a trustee and (iii) grants without a trustee and without a trust period), we have elected the “capital gain track” for grants to eligible Israeli grantees as provided above, which may allow favorable tax treatment for such grantees.

Adjustments to Awards for Corporate Transactions and Other Events

Mandatory Adjustments

In the event of a merger, amalgamation, consolidation, share rights offering, share exchange or similar event affecting the Company (a “Corporate Event”) or a share dividend, share split, reverse share split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization, capital reduction distribution or similar event affecting the capital structure of the Company, the administrator will make equitable and appropriate substitutions or proportionate adjustments to:

Notwithstanding the foregoing, any fractional shares resulting from the above mandatory adjustments will be eliminated.

Discretionary Adjustments

In addition to the adjustments specified above, in the case of Corporate Events, the administrator may make such other adjustments to outstanding awards as it determines to be appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of outstanding awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such awards, (ii) the substitution of securities or other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares subject to outstanding awards, and (iii) the substitution of equivalent awards, as determined in the sole discretion of the administrator, of the surviving or successor entity or a parent thereof. The administrator may, in its discretion, adjust the performance goals applicable to any awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes.

Repricing

The administrator may reprice any share options or share appreciation rights without the approval of the shareholders of the Company. For this purpose, “reprice” means (i) any of the following or any other action that has the same effect: (A) lowering the exercise price or base price of an option or share appreciation right after it is granted other than an adjustment made pursuant to the provisions of the 2024 Plan, (B) any other action that is treated as a repricing under applicable accounting principles; (C) cancelling a share option or share appreciation right at a time when its exercise price or base price exceeds the fair market value of the underlying share, in exchange for another share option, share appreciation right, restricted share or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal or informal guidance issued by the primary securities market or exchange on which the shares are listed or admitted for trading.

Treatment of Awards upon Dissolution or Liquidation or a Change in Control

Dissolution or Liquidation.

Unless the administrator determines otherwise, all awards outstanding under the 2024 Plan will terminate upon the winding up, liquidation or dissolution of the Company.

Amendment and Termination

Our Board or the compensation committee may terminate, amend or modify the 2024 Plan or any portion of it at any time; provided, that, (i) if required to comply with Cayman Islands law and any other applicable laws or marketplace or listing rules of a securities market or securities exchange (other than any requirement from which the Company may opt out based on any available home country exemption), the Company shall obtain shareholder approval of any 2024 Plan amendment in such a manner and to such a degree as required, and (ii) no such termination or amendment may materially impair the rights of a participant with respect to a previously granted award (other than as required to comply with applicable law or the rules of any securities exchange or market on which the shares are listed or to prevent adverse tax or accounting consequences to the Company or the participant) without such participant’s consent.

The 2024 Plan is scheduled to expire on August 14, 2034, which is ten years after the effective date of its adoption by our board of directors. After that time, no further grants may be made under the 2024 Plan, but any then-outstanding grants will remain subject to the terms of the plan.

The foregoing description of the 2024 Incentive Plan is qualified in its entirety by the full text of the 2024 Incentive Plan, which serves as Exhibit 10.5 to this Annual Report and is incorporated herein by reference.

Compensation Committee Interlocks and Insider Participation; Compensation Committee Report

Silexion is both an emerging growth company and a smaller reporting company and therefore need not provide the disclosure concerning “Compensation Committee Interlocks and Insider Participation” otherwise required under Item 407(e)(4) of Regulation S-K promulgated by the SEC, nor the report of its compensation committee otherwise required under Item 407(e)(5) of Regulation S-K.