Silexion Therapeutics Corp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

On September 11, 2025, Silexion Therapeutics Corp (the “Company” or “Silexion”) offered and sold in a public offering on a best efforts basis (the “Offering”), and on September 12, 2025, Silexion consummated the Offering with respect to, (i) 1,392,250 of the Company’s ordinary shares (the “Shares”), par value $0.0135 per share (“Ordinary Shares”), (ii) 107,750 pre-funded warrants to purchase up to 107,750 Ordinary Shares (the “Pre-Funded Warrants”), (iii) 1,500,000 Series A ordinary warrants, each to purchase one Ordinary Share (a “Series A Ordinary Warrant”) and (iv) 1,500,000 Series B ordinary warrants, each to purchase one Ordinary Share (a “Series B Ordinary Warrant”, together with the Series A Ordinary Warrants, the “Ordinary Warrants” and together with the Pre-Funded Warrants, the “Warrants”), at a purchase price of $4.00 per Share and accompanying Ordinary Warrants, and $3.9999 per Pre-Funded Warrant and accompanying Ordinary Warrants. Aggregate gross proceeds from the Offering (without taking into account any proceeds from any future exercises of Warrants) were approximately $6.0 million.

H.C. Wainwright & Co., LLC acted as the sole placement agent (the “Placement Agent”), on a “best efforts” basis, in connection with the Offering. On September 8, 2024, the Company and the Placement Agent had entered into a letter agreement with the Company to serve as exclusive underwriter, agent or advisor in any offering of securities of the Company for a six-month term (the “Engagement Agreement”). The Engagement Agreement has been extended twice since its initial effectiveness and currently runs through September 24, 2025. Under the Engagement Agreement, as extended, the Company paid the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company in the Offering, as well as a management fee equal to 1.0% of the gross proceeds raised in the Offering. Pursuant to the Engagement Agreement, the Company also reimbursed the Placement Agent $25,000 for non-accountable expenses and up to $100,000 for fees and expenses of legal counsel and other out-of-pocket expenses of the Placement Agent in connection with the Offering. Further pursuant to the Engagement Agreement, the Company issued to the Placement Agent or its designees 105,000 warrants to purchase up to 105,000 Ordinary Shares, representing 7.0% of the sum of the Shares and Pre-Funded Warrants sold in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $5.00 per Ordinary Share (representing 125% of the public offering price per Share and accompanying Investor Warrant), are exercisable for five years from the date of the commencement of sales in this offering, and otherwise reflect substantially the same terms as the Ordinary Warrants. The Engagement Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The net proceeds to the Company from the Offering were approximately $5.2 million before deducting estimated offering expenses payable by the Company. The Company intends to use the proceeds from the Offering to advance its pre-clinical and clinical studies, and for general corporate purposes.

This Form 8-K contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this report, including statements regarding the intended use of net proceeds from the Offering. Those forward-looking statements are generally identified by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: (i) Silexion’s ability to successfully complete preclinical studies and initiate clinical trials; (ii) Silexion’s strategy, future operations, financial position, projected costs, prospects, and plans; (iii) the impact of the regulatory environment and compliance complexities; (iv) expectations regarding future partnerships or other relationships with third parties; (v) Silexion’s future capital requirements and sources and uses of cash, including its ability to obtain additional capital; (vi) Silexion's ability to maintain its Nasdaq listing; and (vii) other risks and uncertainties set forth in the documents filed by the Company with the SEC, including the final prospectus for the Offering filed with the SEC on September 12, 2025. Silexion cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Silexion undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.

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