Silexion Therapeutics Corp

NOTE 1 - GENERAL:

Silexion Therapeutics Corp (“Silexion” or the “Company”) is a clinical-stage biotechnology company developing, through its subsidiaries, RNA interference (RNAi) therapies for KRAS-driven cancers. Silexion’s approach targets a significant unmet medical need, as treatment innovation for KRAS-driven cancers has historically lagged despite KRAS being one of the most common oncogenic drivers across solid tumors. Silexion’s lead product candidate, SIL204, is a second-generation siRNA therapy, designed to silence mutant KRAS, using an integrated treatment approach that combines intratumoral and systemic administration. The Company was originally formed for the purpose of effecting the Business Combination Transactions (as defined below). Following the closing of the Business Combination Transactions on August 15, 2024 (the “Closing”), the Company became a publicly-traded holding company with one primary active wholly-owned subsidiary — Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (“Silexion Israel”), an Israeli limited company, through which much of its operations are conducted, along with certain additional inactive subsidiaries, including Moringa Acquisition Corp (“Moringa” or the “SPAC”), a Cayman Islands exempted company, and Silenseed (China) Ltd. , a Chinese company.

On April 3, 2024, the Company entered into an Amended and Restated Business Combination Agreement (hereinafter, the “A&R BCA”) with the SPAC, Silexion Israel, August M.S. Ltd. an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub 1”), and Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and additional wholly-owned subsidiary of the Company (“Merger Sub 2”). Pursuant to the closing under the A&R BCA, which occurred on August 14, 2024, both Silexion Israel and the SPAC became wholly-owned subsidiaries of the Company, which became a publicly-held, Nasdaq-listed entity whose securities are traded under the ticker symbols “SLXN” and “SLXNW” (the transactions effected pursuant to the A&R BCA are referred to as the “Business Combination Transactions”).

On February 9, 2026, the Company purchased a German shelf company for immaterial consideration, which was subsequently renamed Silexion Therapeutics GmbH (“Silexion Germany”), to conduct the Company’s clinical trials in Germany. As of June 30, 2026, no substantial activity has commenced in Silexion Germany.

Effective on June 30, 2026, the Company completed the dissolution of its Moringa subsidiary, which had been inactive since the Closing of the Transactions.

In October 2023, Israel was attacked by Hamas, a terrorist organization and entered a

state of war. Following those events, there were additional active hostilities between Israel and additional regional terrorist groups, including Hezbollah in Lebanon, and the Houthi movement, which controls parts of Yemen, as well as between Israel and Iran.

In response to ongoing Iranian aggression and support of proxy attacks against Israel, on June 12, 2025, Israel conducted a series of pre-emptive defensive air strikes in Iran targeting Iran’s nuclear program and military commanders. Iran responded with missile attacks on Israel. On June 24, 2025, a ceasefire was reached between Israel and Iran.

On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. That ceasefire has been mostly maintained since that time.

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NOTE 1 - GENERAL (continued):

In late February 2026, Israel and the United States pre-emptively attacked Iran. As part of that conflict, Iran and Hezbollah launched missile attacks throughout Israel. As a result, the Israeli government imposed restrictions on the opening of non-essential places of business and announced the recruitment of military reserves. In April 2026 and again in June 2026, temporary agreements were reached between the United States, on the one hand, and Iran, on the other hand, under which negotiations would continue to reach a permanent ceasefire. In June 2026, Israel and Lebanon reached a framework agreement brokered by the United States, for a phased process to end Israel’s conflict in Lebanon, providing for the eventual disarmament of Hezbollah in exchange for an Israeli troop withdrawal from parts of southern Lebanon. although Hezbollah has outright rejected the deal.

As of the date of these financial statements, it is unclear whether, and for how long, any of the foregoing ceasefires will continue.

The Company’s employees and management personnel, as well as one of the two locations for its clinical trials for SIL204, are located in Israel; however, other core activities including research and development, clinical, regulatory etc. are located outside of Israel. Throughout the periods of hostilities, the Company’s activities in Israel have been largely unaffected. On the other hand, travel restrictions imposed on the Company’s management during certain periods of the conflict adversely impacted the Company’s ability to raise funds to finance its activities during those periods. During the six months ended June 30, 2026 and as of June 30, 2026, the impact of the hostilities on the Company’s overall results of operations and financial condition was immaterial.

The Company is unable to estimate the impact, if any, of future developments related to these conflicts on its financial position, results of operations, or cash flows. Such developments are outside the Company’s control and may impact the Company, its financial position, its ability to conduct financing activities, its results of operations, and its cash flows. The Company continues to monitor these developments in order to assess the potential effects of the potential resumption of these military conflicts on its activities.

On May 28, 2026, the Company effected a 1-for-10 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares, whereby one share was issued to shareholders in exchange for every 10 shares held by them. The reverse share split resulted in a corresponding increase in the par value of the Company’s ordinary shares, from $0.0135 per share to $0.135 per share. No fractional shares were issued as a result of the reverse split.

Unless otherwise indicated, all quantities of ordinary shares, and all per share amounts (for each of Silexion, Silexion Israel, and Moringa), in these consolidated financial statements, for all periods in 2026 and 2025 have been retroactively adjusted to reflect this reverse share split. Similarly, all prices per share data have been adjusted upwards to reflect the corresponding increases in the price per share that have resulted from this reverse share split.

Since its inception, the Company has devoted substantially all its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its development and clinical stage and has not yet generated revenues.

The Company has incurred losses of $6,284, $3,551 and $11,912 for the six-month and three-month period ended on June 30, 2026 and for the year ended December 31, 2025, respectively. During the six-month period ended on June 30, 2026, the Company had negative operating cash flows of $6,571. As of June 30, 2026, the Company had cash and cash equivalents of $2,229.

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NOTE 1 - GENERAL (continued):

The Company expects to continue incurring losses, and negative cash flows from operations. Management is in the process of evaluating various financing alternatives, as the Company will need to finance future research and development activities, general and administrative expenses and working capital through fund raising. However, there is no assurance that the Company will be successful in obtaining such funding. In addition, the Company is exploring the use of mitigating actions such as postponing expenses that are not based on firm commitments.

Under these circumstances, in accordance with the requirements of Accounting Standards Codification (“ASC”) 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, as management believes its current funds will be sufficient to fund its operations for only several months from the date these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

The accompanying condensed financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial statements and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2026, and the consolidated results of operations, statements of changes in shareholders’ equity and cash flows for the three-month and six-month periods ended June 30, 2026 and 2025.

The consolidated results for the three-month and six-month periods ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2026. The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. As applicable to these financial statements, the most significant estimates and assumptions relate to fair value of financial instruments, see Note 8. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES(continued):

As of June 30, 2026 and December 31, 2025, the Company pledged an amount of $62 and $57, respectively in favor of a bank as collateral for guarantees provided to secure operating lease payments.

The Company is required to hold a minimum amount of NIS 87 in its bank account in order to maintain availability of a credit line from its credit card company.

Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants

at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable

and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash and long-term deposits. The Company deposits cash and cash equivalents mostly with four low risk financial institutions. The Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments.

NOTE 3 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:

Balance sheets:

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NOTE 3 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION(continued):

Statement of operations:

NOTE 4 - WARRANTS TO PURCHASE ORDINARY SHARES:

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NOTE 4 - WARRANTS TO PURCHASE ORDINARY SHARES(continued):

Summary of Outstanding warrants to purchase ordinary shares: Below is a summary of the Company's outstanding warrants to purchase ordinary shares as of June 30, 2026:

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NOTE 5 - RELATED PARTY PROMISSORY NOTE:

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.

NOTE 6 - SHAREHOLDERS’ EQUITY:

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NOTE 6 - SHAREHOLDERS’ EQUITY(continued):

NOTE 7 - SHARE-BASED COMPENSATION:

In February 2026 and 2025, Silexion’s board of directors granted 4,273 options and 469 options, respectively, to Silexion’s directors.

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NOTE 7 - SHARE-BASED COMPENSATION(continued):

NOTE 8 - FAIR VALUE MEASUREMENTS:

The following is a roll forward of the fair value of liabilities classified under Level 3:

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NOTE 8 - FAIR VALUE MEASUREMENTS(continued):

Promissory Notes In measuring the fair value of the Company’s outstanding Promissory Notes in 2025, a discount rate of 13.37%-13.83% was used, based on a B- rated US dollar zero-coupon discount curve, plus a credit spread of 7.56%. The expected timing of conversion or repayment of the notes was determined using the Company’s forecasts. In 2026, the valuation technique was changed to a Monte Carlo simulation framework to model the expected conversion price at the Related Party Promissory Note’s maturity date, when applicable, which is based on a contractual 20-day average closing price mechanism. The following table provides quantitative information regarding fair value measurement inputs of the Company’s Related Party Promissory Note as of June 30, 2026:

* The estimation of the volatility was based on the volatility of the Company’s daily share prices for a period equal to the term of the Related Party Promissory Note.

NOTE 9 - NET LOSS PER SHARE:

The following table sets forth the computation of basic and diluted net loss per share attributable to holders of the Company’s ordinary shares for the periods presented (USD in thousands, except per share data):

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NOTE 9 - NET LOSS PER SHARE (continued):

Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of ordinary shares outstanding during the period, including fully vested options to employee to purchase the Company’s ordinary shares at an exercise price of NIS 3.39 per share, as the Company (or Silexion Israel’s, as applicable) considers these shares to be exercised for little to no additional consideration. The following instruments were not included in the computation of diluted earnings per share because of their anti-dilutive effect: For the periods ended on June 30, 2026 and June 30, 2025:

NOTE 10 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES:

Transactions with related parties, which encompasses shareholders, executive officers and directors of the Company, during the periods covered by these financial statements are quantified below:

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NOTE 11 - SEGMENT INFORMATION

The Company operates as a single operating segment in the development of RNA interference (RNAi) therapies for KRAS-driven cancers. The Company’s CODM is its Chief Executive Officer (CEO). The CODM reviews the Company’s performance on a consolidated basis. As such, the segment’s loss is the Company’s consolidated net loss and the segment’s assets are the Company’s consolidated assets. The CODM uses the information primarily to evaluate the Company’s performance and allocate resources. This includes reviewing key financial metrics such as budget versus actual expenditures, tracking progress on research and development milestones, and assessing overall cash flow and liquidity to ensure the continuity of operations. This approach allows the CODM to monitor the Company's performance and make strategic adjustments as needed to support its operational and financial goals. The CODM is also regularly provided with information on significant ordinary-course expenses, including the following expenses. The Company’s management does not segregate the Company’s business for internal reporting.

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NOTE 12 - CONTINGENCIES:

Legal proceedings On June 22, 2026, the Sponsor, which is controlled by the Company’s former director, Ilan Levin, filed a claim with the District Court of Tel Aviv against the Company, also naming the Company’s Chairman and Chief Executive Officer, Ilan Hadar, and its Chief Financial Officer, Mirit Horenshtein Hadar, as defendants, disputing the manner of conversion into ordinary shares of a portion of the Related Party Promissory Note, and alternatively demanding payment in cash of the full principal amount of that note, plus damages. The Company is confident that its partial conversion of the Related Party Promissory Note into ordinary shares, made on several occasions, was carried out in strict compliance with both the substantive and procedural requirements of the note, and refutes all of Moringa’s arguments to the contrary. The Company plans to defend its actions vigorously, and is further considering filing a counterclaim against the Sponsor and Mr. Levin for the damages sustained by the Company as a result of their actions against it in their attempt to accelerate the maturity of the note in order to avoid its conversion. For further details regarding the Related Party Promissory Note and its partial conversion in several tranches during the three-month and six-month periods ended June 30, 2026, please refer to Note 5.

NOTE 13 - SUBSEQUENT EVENTS:

Upon receipt of the foregoing approval of the increase in authorized share capital, the Company filed an effective amendment to its memorandum of association with the Registrar of Companies of the Cayman Islands on July 20, 2026, at which time that increase became effective.

In connection with the sale of 129,749 ordinary shares, in the aggregate, to investors under the ATM facility in July and August 2026 at an average price per share of $2.1, the Company converted $81 of the principal amount under the Related Party Promissory Note into 38,926 ordinary shares, which it issued to the Sponsor at the same price of $2.1 per share as in those transactions. In connection with the August 2026 Offering (as described under paragraph (d) of this Note 13 below), the Company converted $750 of the principal amount under the Related Party Promissory Note into 1,153,848 ordinary shares, which it issued to the Sponsor, at the same $0.65 price per share as in the August 2026 Offering.

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NOTE 13 - SUBSEQUENT EVENTS(continued):

On August 11, 2026, the Company offered and sold, and on August 13, 2026, the Company completed a public offering (the “August 2026 Offering”) of 2,028,619 ordinary shares and 1,817,542 pre-funded warrants to purchase 1,817,542 ordinary shares. Each ordinary share and pre-funded warrant to purchase one ordinary share was sold together with a Series E ordinary warrant to purchase one ordinary share (3,846,161 Series E ordinary warrants to purchase up to 3,846,161 ordinary shares in total). The purchase prices per ordinary share and accompanying Series E ordinary warrant, and per pre-funded warrant and Series E ordinary warrant, were $0.65 and $0.6499, respectively. The aggregate gross proceeds to the Company from the August 2026 Offering were approximately $2,500, while the net proceeds, after transaction costs, were approximately $2,100. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per ordinary share and will not expire until exercised in full. The Series E ordinary warrants have an exercise price of $0.65 per ordinary share, are immediately exercisable, and may be exercised for five years from issuance. The Company also issued to the placement agent for the offering 269,231 placement agent warrants to purchase 269,231 ordinary shares. Those placement agent warrants have an exercise price of $0.8125 per ordinary share, are exercisable for five years from the date of issuance, and otherwise reflect substantially the same terms as the Series E ordinary warrants sold in the Offering.

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