ｻｲﾚｸｼｮﾝｾﾗﾋﾟｭｰﾃｨｸｽの適時開示・決算・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 14, 2025

Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)

Cayman Islands	001-42253	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

12 Abba Hillel Road Ramat-Gan, Israel		5250606
(Address of principal executive offices)		(Zip Code)

+972-8-6286005

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0009 per share	SLXN	The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $103.5 per share	SLXNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 2.02

Results of Operations and Financial Condition.

As previously reported, on November 14, 2024, Silexion Therapeutics Corp (the “Company”) issued a press release announcing its financial results for the fiscal quarter and nine months ended September 30, 2024. On that same day, the Company filed its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024, which contained the Company’s unaudited financial statements as of, and for the three and nine month periods ended on, September 30, 2024 (the “Q3 2024 Financials”).

Also as previously reported, on November 27, 2024, the Company’s Board of Directors, acting pursuant to the approval provided by the Company’s shareholders at an extraordinary general meeting of the Company held on November 12, 2024 and, following adjournment, November 19, 2024, effected a 1-for-9 reverse share split of all of the Company’s issued and outstanding, and authorized but unissued, ordinary shares (the “Reverse Share Split”).

Following the Reverse Share Split, the Company has retroactively adjusted the share, per share and related option and warrant information included in the Q3 2024 Financials and in the Company’s audited financial statements for the year ended December 31, 2023 (which reflect the results of Silexion Therapeutics Ltd., the Company’s wholly-owned subsidiary and the Company’s predecessor company from an accounting perspective) (the “2023 Financials”) to reflect the reduced number of ordinary shares and the increased share price which resulted from the Reverse Share Split.

The updated Q3 2024 Financials and 2023 Financials, reflecting the Reverse Split, are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 2.02.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


99.1		Updated unaudited financial statements of Silexion Therapeutics Corp as of, and for the three and nine month periods ended on, September 30, 2024
99.2		Updated audited financial statements of Silexion Therapeutics Corp as of, and for the year ended on, December 31, 2023

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILEXION THERAPEUTICS CORP

Date: January 14, 2025	By: /s/ Ilan Hadar
	Name:	Ilan Hadar
	Title:	Chief Executive Officer

EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

SILEXION THERAPEUTICS CORP

INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets (unaudited)	F-2 - F-4
Condensed Consolidated Statements of Operations (unaudited)	F-5
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency (unaudited)	F-6 - F-7
Condensed Consolidated Statements of Cash Flows (unaudited)	F-8 - F-9
Notes to Condensed Consolidated Financial Statements (unaudited)	F-10 - F-24

__________________________

______________________________________

__________________________

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,		December 31
	2024		2023
	U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	1,973	$	4,595
Restricted cash		50		25
Prepaid expenses		944		335
Other current assets		80		24
TOTAL CURRENT ASSETS		3,047		4,979

NON-CURRENT ASSETS:
Restricted cash		-		25
Long-term deposit		5		5
Property and equipment, net		35		49
Operating lease right-of-use asset		-		198
TOTAL NON-CURRENT ASSETS		40		277
TOTAL ASSETS	$	3,087	$	5,256

The accompanying notes are an integral part of the unaudited condensed consolidated

financial statements.

F - 2

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,		December 31
	2024		2023
	U.S. dollars in thousands
Liabilities and redeemable convertible preferred shares, net of capital deficiency
CURRENT LIABILITIES:
Trade payables	$	799	$	319
Current maturities of operating lease liability		-		112
Warrants to preferred shares (including $0 and $186 due to related party, as of September 30, 2024 and December 31, 2023, respectively)		-		200
Employee related obligations		687		207
Accrued expenses and other account payable		1,858		1,358
Private warrants to purchase ordinary shares		10		-
Underwriters Promissory Note		229		-
TOTAL CURRENT LIABILITIES		3,583		2,196

NON-CURRENT LIABILITIES:

Long-term operating lease liability		-		59
Underwriters Promissory Note		977		-
Promissory note - related party		3,106		-
TOTAL NON-CURRENT LIABILITIES	$	4,083	$	59

TOTAL LIABILITIES	$	7,666	$	2,255

COMMITMENTS AND CONTINGENT LIABILITIES
REDEEMABLE CONVERTIBLE PREFERRED SHARES AND NON-CONTROLLING INTERESTS:
Convertible Series A Preferred Shares (NIS 0.09 par value, 0 and 56,667 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 0 and 43,121 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively);
Convertible Series A-1 Preferred Shares (NIS 0.09 par value per share, 0 and 13,334 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 0 and 10,136 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively);
Convertible Series A-2 Preferred Shares (NIS 0.09 par value per share, 0 and 22,223 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 0 and 5,051 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively);
Convertible Series A-3 Preferred Shares (NIS 0.09 par value per share, 0 and 8,889 shares authorized as of September 30, 2024 and December 31, 2023, respectively 0 and 7,037 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively);
Convertible Series A-4 Preferred Shares (NIS 0.09 par value per share, 0 and 90,556 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 0 and 2,413** shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively);

TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES		-		15,057

CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS		-		3,420

TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS	$	-	$	18,477

F - 3

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2024			2023
	U.S. dollars in thousands
CAPITAL DEFICIENCY:
Ordinary shares ($0.0009 par value per share, 22,222,222 shares authorized as of September 30, 2024 and December 31, 2023; 1,242,267 and 97,120 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)		1			*
Additional paid-in capital		37,003			11,335
Accumulated deficit		(41,583	)		(26,811	)
TOTAL CAPITAL DEFICIENCY	$	(4,579	)	$	(15,476	)
TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS, NET OF CAPITAL DEFICIENCY	$	(4,579	)	$	3,001
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED SHARES AND NON-CONTROLLING INTEREST NET OF CAPITAL DEFICIENCY	$	3,087		$	5,256

* Represents an amount less than $1

** Net of 13,458 treasury shares held by the subsidiary as of December 31, 2023

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 4

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine months ended September 30				Three months ended September 30,
	2024		2023		2024		2023
	U.S. dollars in thousands		U.S. dollars in thousands		U.S. dollars in thousands
OPERATING EXPENSES:
Research and development (including $1,796 and $51 from related party for the nine months period ended September 30, 2024 and 2023, respectively, and including $1,762 and $17 from related party for the three months period ended September 30, 2024 and 2023, respectively)	$	4,944	$	2,451	$	3,217	$	535
General and administrative (including $2,972 and $36 from related party for the nine months period ended September 30, 2024 and 2023, respectively, and including $2,948 and $12 from related party for the three months period ended September 30, 2024 and 2023, respectively)		5,727		502		4,819		196
TOTAL OPERATING EXPENSES		10,671		2,953		8,036		731
OPERATING LOSS		10,671		2,953		8,036		731
Financial expenses (income), (including $(47) and $40 from related party for the nine months period ended September 30, 2024 and 2023, respectively, and including $(182) and $40 from related party for the three months period ended September 30, 2024 and 2023, respectively)		4,092		449		3,822		72
LOSS BEFORE INCOME TAX	$	14,763	$	3,402	$	11,858	$	803
INCOME TAX		9		26		2		6
NET LOSS	$	14,772	$	3,428	$	11,860	$	809

Attributable to:
Equity holders of the Company	$	14,696	$	3,214	$	11,851	$	787
Non-controlling interests		76		214		9		22
	$	14,772	$	3,428	$	11,860	$	809

LOSS PER SHARE, BASIC AND DILUTED	$	50.43	$	28.76	$	18.30	$	7.04

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE		291,407		111,726		647,568		111,726

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 5

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CAPITAL DEFICIENCY

(U.S. dollars in thousands, except per share data)

	Redeemable Convertible Preferred Shares																																	Ordinary shares					Additional paid-in Capital		Accumulated deficit			Total capital deficiency			Total redeemable convertible preferred shares and contingently redeemable non-controlling interests, net of capital deficiency
	Series A preferred shares						Series A-1 preferred shares						Series A-2 preferred shares						Series A-3 preferred shares						Series A-4 preferred shares						Contingently redeemable non-controlling interests
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Amount			Shares			Amount
BALANCE AT JANUARY 1, 2023		43,121		$	7,307			10,136		$	2,392			5,051		$	2,264			7,037		$	2,683			-			-		$	3,586			97,120			*	$	11,204	$	(21,869	)	$	(10,665	)	$	7,567
CHANGES DURING THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 (unaudited):
Issuance of Preferred A-4 shares, net of issuance cost																										2,413		$	411											1					1			412
Share-based compensation																																								96					96			96
Net loss																																(214	)									(3,214	)		(3,214	)		(3,428	)
BALANCE AS OF SEPTEMBER 30, 2023		43,121		$	7,307			10,136		$	2,392			5,051		$	2,264			7,037		$	2,683			2,413		$	411		$	3,372			97,120			*	$	11,301	$	(25,083	)	$	(13,782	)	$	4,647

BALANCE AT JANUARY 1, 2024		43,121		$	7,307			10,136		$	2,392			5,051		$	2,264			7,037		$	2,683			2,413		$	411		$	3,420			97,120			*	$	11,335	$	(26,811	)	$	(15,476	)	$	3,001
CHANGES DURING THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2024 (unaudited):
Exercise of options																																			13,780	**		*		*								*
Share-based compensation																																			78,650			*		5,862					5,862			5,862
Issuance of convertible preferred shares upon net exercise of warrants								140																		925			334						-			-		-								334
Net loss																																(76	)							76		(14,772	)		(14,696	)		(14,772	)
Conversion of convertible preferred shares and noncontrolling interests upon the effectiveness of the SPAC Merger (see Note 1(d))		(43,121	)	$	(7,307	)		(10,276	)	$	(2,392	)		(5,051	)	$	(2,264	)		(7,037	)	$	(2,683	)		(3,338	)	$	(745	)	$	(3,344	)		478,073			1		18,734					18,735			-
Issuance of ordinary shares upon Transactions (see Note 1(d))																																			417,375			*							*			*
Issuance of ordinary shares for ELOC holders																																			157,269			*		996					996			996
BALANCE AS OF SEPTEMBER 30, 2024		-			-			-			-			-			-			-			-			-			-			-			1,242,267		$	1	$	37,003	$	(41,583	)	$	(4,579	)	$	(4,579	)

* Represents an amount less than $1

** Represents fully vested pre-funded options for the Company’s ordinary shares at an exercise price of $0.0226 or 0.0226 NIS per share

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 6

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CAPITAL DEFICIENCY

(U.S. dollars in thousands, except per share data)

	Redeemable Convertible Preferred Shares																																	Ordinary shares				Additional paid-in Capital		Accumulated deficit			Total capital deficiency			Total redeemable convertible preferred shares and contingently redeemable non-controlling interests, net of capital deficiency
	Series A preferred shares						Series A-1 preferred shares						Series A-2 preferred shares						Series A-3 preferred shares						Series A-4 preferred shares						Contingently redeemable non-controlling interests
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Amount			Shares		Amount
BALANCE AT JUNE 30, 2023		43,121		$	7,307			10,136		$	2,392			5,051		$	2,264			7,037		$	2,683			2,413		$	411		$	3,394			97,120		*	$	11,269	$	(24,296	)	$	(13,027	)	$	5,424
CHANGES DURING THE THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2023 (unaudited):
Issuance of Preferred A-4 shares, net of issuance cost
Share-based compensation																																							32					32			32
Net loss																																(22	)								(787	)		(787	)		(809	)
BALANCE AS OF SEPTEMBER 30, 2023		43,121		$	7,307			10,136		$	2,392			5,051		$	2,264			7,037		$	2,683			2,413		$	411		$	3,372			97,120		*	$	11,301	$	(25,083	)	$	(13,782	)	$	(4,647	)

BALANCE AT JUNE 30, 2024		43,121		$	7,307			10,136		$	2,392			5,051		$	2,264			7,037		$	2,683			2,413		$	411		$	3,353			110,900		*	$	11,399	$	(29,656	)	$	(18,257	)	$	153
CHANGES DURING THE THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2024 (unaudited):
Share-based compensation																																			78,650		*		5,798					5,798			5,798
Issuance of convertible preferred shares upon net exercise of warrants								140																		925			334										-					-			334
Net loss																																(9	)						76		(11,927	)		(11,851	)		(11,860	)
Conversion of convertible preferred shares and noncontrolling interests upon the effectiveness of the SPAC Merger (see Note 1(d))		(43,121	)	$	(7,307	)		(10,276	)	$	(2,392	)		(5,051	)	$	(2,264	)		(7,037	)	$	(2,683	)		(3,338	)	$	(745	)	$	(3,344	)		478,073		1		18,734					18,735			-
Issuance of ordinary shares upon Transactions (see Note 1(d))																																			417,375		*		*					*			*
Issuance of ordinary shares for ELOC holders, net of issuance cost, see Note 3(d)																																			157,269		*		996					996			996
BALANCE AS OF SEPTEMBER 30, 2024		-			-			-			-			-			-			-			-			-			-			-			1,242,267	$	1	$	37,003	$	(41,583	)	$	(4,579	)	$	(4,579	)

* Represents an amount less than $1

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 7

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months ended September 30,						Three months ended September 30
	2024			2023			2024			2023
	U.S. dollars in thousands						U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,772	)	$	(3,428	)	$	(11,860	)	$	(809	)
Adjustments required to reconcile loss to net cash used in operating activities:
Depreciation		37			39			22			10
Share-based compensation expenses		5,862			96			5,798			32
Non-cash financial expenses		3,968			365			3,749			108
Gain on disposal of property and equipment		-			(1	)		-			(1	)
Loss from lease termination		68			-			68			-

Changes in operating assets and liabilities:
Increase (decrease) in prepaid expenses		(609	)		(200	)		(417	)		(198	)
Increase (decrease) in other receivables		(59	)		15			(17	)		24
Increase (decrease) in trade payable		479			74			517			131
Net change in operating lease		(40	)		(7	)		(44	)		(2	)
Increase (decrease) in employee related obligations		480			(75	)		436			(13	)
Increase (decrease) in accrued expenses		(884	)		(150	)		(905	)		33
Net cash used in operating activities		(5,470	)		(3,272	)		(2,653	)		(685	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from short-term deposit		-			507			-			-
Purchase of property and equipment		(22	)		(8	)		(16	)		(6	)
Proceeds from Sale of property and equipment		-			78			-			78
Net cash provided by (used in (investing activities		(22	)		577			(16	)		72

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred shares and warrants, net of issuance costs		-			522			-			-
Proceeds from issuance of ordinary shares (ELOC)		620			-			620			-
Cash received from Transactions upon the effectiveness of the SPAC Merger		2,300			-			2,300			-
Net cash provided by financing activities		2,920			522			2,920			-

DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(2,572	)		(2,173	)		251			(613	)
EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(50	)		(324	)		25			(66	)
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		4,645			8,309			1,747			6,491
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		2,023		$	5,812			2,023			5,812

F - 8

SILEXION THERAPEUTICS CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months ended September 30,					Three months ended September 30
	2024			2023		2024			2023
	U.S. dollars in thousands					U.S. dollars in thousands
Appendix A – RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents		1,973			5,764		1,973			5,764
Restricted cash		50			48		50			48
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS	$	2023		$	5,812	$	2023		$	5,812

Appendix B - SUPPLEMENTARY INFORMATION:
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
Operating lease termination	$	(55	)	$	-	$	(55	)	$	-
Conversion of preferred shares	$	15,058		$	-	$	15,058		$	-
Conversion of warrants to preferred shares on a cashless basis	$	334		$	-	$	334		$	-
Conversion of non-controlling interests	$	3,344		$	-	$	3,344		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest received	$	25		$	120	$	-		$	42

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 9

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 1 - GENERAL:

Silexion Therapeutics Corp (“New Silexion”) (hereinafter -"the Company" or the “combined company”) is a newly formed entity that was formed for the purpose of effecting the Transactions (see below), and now serves as a publicly-traded holding company of its subsidiaries — including Moringa Acquisition Corp (“Moringa” or “the SPAC”), a Cayman Islands exempted company and Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (“Silexion”), an Israeli limited company— after the closing of the Transactions (the “Closing”).

Financial Information Presented:

From its formation on April 2, 2024 until the consummation of the Transactions on August 15, 2024, the Company had no operations and had been formed for the sole purpose of entering into the Transactions and serving as the publicly-traded company following the Transactions. Silexion, on the other hand, as the accounting acquirer in the Transactions and the predecessor entity to the Company from an accounting perspective, had active operations during earlier periods of time, prior to the Transactions. Consequently, these financial statements reflect the information of Silexion (as the predecessor entity to the Company) until August 15, 2024 and the information of New Silexion (as the combined company following the Transactions) from that date forward.

Subsidiaries:

The Company has three subsidiaries as of September 30, 2024:

Silenseed (China) Ltd. On April 28, 2021, Silexion (as the predecessor entity to the Company) signed an agreement with Guangzhou Sino-Israel Biotech Investment Fund (“GIBF”) to establish a new company in China. On June 15, 2021 a company was established in China, named Silenseed (China) Ltd. (hereinafter - the "Subsidiary"). As of September 30, 2024, following transfer of all interests in the Subsidiary to the Company as part of the Transactions, the Company owns (directly or indirectly) 100% of the shares of the Subsidiary. The Subsidiary has no significant operations as of September 30, 2024 (see Note c).

Moringa. Prior to the Transactions, Moringa’s class A ordinary shares and warrants were listed for trading on the Nasdaq Capital Market (Nasdaq: MACA and MACAW). As part of the Transactions, Moringa merged with a wholly-owned subsidiary of the Company and now serves as an inactive, wholly-owned subsidiary of the Company.

Silexion. Silexion was incorporated in Israel and began its operations on November 30, 2008. Since its incorporation, Silexion has been engaged in one operating segment - the research and development of innovative treatments for pancreatic cancer based on siRNAs, aiming to stop the production of a specific pancreatic cancer-causing protein known as the KRAS mutation. Silexion’s long-lived assets are located in Israel.

The Company, the Subsidiary, Moringa and Silexion are together referred to hereinafter as “the Group”.

On April 3, 2024, Silexion entered into an Amended and Restated Business Combination Agreement (hereinafter, “A&R BCA”) with the SPAC, New Silexion, August M.S. Ltd. an Israeli company and wholly-owned subsidiary of New Silexion (“Merger Sub 1”), and Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and wholly-owned subsidiary of New Silexion (“Merger Sub 2”). Under the A&R BCA, both Silexion and the SPAC were toi become wholly-owned subsidiaries of New Silexion, which was to become a publicly-held, Nasdaq-listed entity (the A&R BCA and related transactions: the “Transactions”).

On August 15, 2024, the parties completed the Transactions pursuant to which Merger Sub 2 merged with and into the SPAC, with the SPAC continuing as the surviving company of such merger and a wholly-owned subsidiary of New Silexion (the “SPAC Merger”), and Merger Sub 1 merged with and into Silexion, with Silexion continuing as the surviving company of such merger and a wholly-owned subsidiary of New Silexion (the “Acquisition Merger”).

F - 10

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 1 - GENERAL (continued):

Upon the effectiveness of the SPAC Merger, each outstanding SPAC Class A ordinary share and the sole outstanding SPAC Class B ordinary share was converted into an ordinary share of New Silexion on a one-for-one basis. Each outstanding warrant to purchase one SPAC Class A ordinary share was converted into a warrant to purchase one New Silexion ordinary share, at the same exercise price. Upon the effectiveness of the Acquisition Merger, each outstanding ordinary share and each outstanding preferred share of Silexion was converted into 3.9829 shares of New Silexion before adjustment for reverse share split (the “Silexion Equity Exchange Ratio”). See below for post – reverse share split figures. Each outstanding Silexion warrant and Silexion option to purchase one Silexion share, and Silexion restricted share unit (RSU) that may be potentially settled for one Silexion share, was to become exercisable for, or became subject to settlement for (as applicable), such number of New Silexion ordinary shares as were equal to the Silexion Equity Exchange Ratio. The exercise price per New Silexion ordinary share of each such converted Silexion option and Silexion warrant was to be adjusted based on dividing the existing per share exercise price by the Silexion Equity Exchange Ratio. The terms of vesting, exercise and/or settlement, as applicable, of such converted options, warrants and RSUs were to remain the same following such conversion, except that the vesting of each Silexion option was to accelerate immediately prior to the Acquisition Merger, such that the New Silexion option into which it was to be converted was to be fully vested, and all Silexion warrants were to be exercised (on a cashless basis) immediately prior to the Acquisition Merger.

Immediately prior to the Closing seven directors were elected to New Silexion’s board of directors, of whom five were designated by Silexion and two were designated by the SPAC’s sponsor (the “Sponsor”).

The A&R BCA also required, as a closing condition, the transfer of the remaining outstanding shares of the Subsidiary held by GIBF to Silexion prior to the closing of the Business Combination in exchange for the issuance to GIBF of shares of Silexion, which were to be converted into ordinary shares of New Silexion in accordance with the Silexion Equity Exchange Ratio upon the closing.

In connection with the closing of the Transactions, the ordinary shares and warrants of New Silexion are now listed on the Nasdaq Global Market and began trading under the symbols “SLXN” and “SLXNW”, respectively.

For more information on instruments issued as part of the Transactions, see Note 3.

The Transactions were accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Silexion was treated as the accounting acquirer and the SPAC was treated as the “acquired” company for financial reporting purposes. Silexion was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• Silexion’s shareholders were to hold approximately 61.55% of the outstanding voting interests in New Silexion upon the closing of the Transactions;

• Silexion’s senior management were to comprise the senior management of New Silexion;

• the directors nominated by Silexion were to constitute a majority of the board of directors of New Silexion (five out of seven of the initial directors);

• Silexion’s operations were to comprise the ongoing operations of New Silexion; and

• Silexion’s name was to be the name used by New Silexion (in replacement of Biomotion Sciences).

Under the reverse recapitalization accounting method, the Transactions were deemed to be the equivalent of a capital transaction in which Silexion issued shares for the net assets of the SPAC. The net assets of the SPAC were stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the Transactions are those of Silexion.

F - 11

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 1 - GENERAL (continued):

In accordance with the applicable guidance to reverse recapitalization, the equity structure has been retroactively adjusted in all comparative periods up to the date of the Closing (the “Closing Date”), to reflect the number of New Silexion’s Ordinary Shares, $0.0001 par value per share issued to legacy Silexion shareholders in connection with the reverse recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to legacy Silexion shareholders prior to the reverse recapitalization have been retroactively restated as shares reflecting the exchange ratio established pursuant to the Transactions. In conjunction with the reverse recapitalization, Silexion’s Ordinary Shares underwent a 1-for-3.9829 conversion. After adjustment for the reverse share split, the conversion rate is 0.4425 New Silexion Ordinary Shares, $0.0009 par value, for each legacy Silexion share.

On November 19, 2024, the Company’s shareholders approved a 1-for-9 reverse share split of the Company’s Ordinary Shares. On November 29, 2024, the reverse share split became effective. All references made to Ordinary Shares, preferred shares and per share amounts (both of the Company and New Silexion) in these unaudited consolidated financial statements, unless otherwise indicated, have been retroactively adjusted to reflect the reverse share split.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations.

In parallel, there have been continued hostilities along Israel’s northern border, as the Hezbollah terrorist organization based in Lebanon has conducted rocket, drone, and, more recently, missile attacks against Israel. The hostilities with Hezbollah have escalated recently, prompting Israel to send its ground forces into southern Lebanon to destroy terrorist positions and infrastructure used by Hezbollah for attacks on northern and

central Israel, which had caused the displacement of residents in northern Israel since early in the war. There have also been rocket, drone and missile attacks against Israel by the Houthi movement in Yemen and from Iran.

The Company’s headquarters are located in the central region of Israel. As of the issuance date of these consolidated financial statements, these conflicts have not had a material impact on the Company’s results of operations or financial position, if at all. The Company cannot currently predict the intensity or duration of Israel’s war, however, as most of the Company’s trials are not executed in Israel, the Company does not believe the recent terrorist attack and the subsequent escalation will have any material impact on its ongoing operations. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees.

Any hostilities involving Israel, or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect the Company’s operations and results of operations and could make it more difficult for the Company to raise capital.

Going concern:

Since its inception, the Company (and, prior to the Transactions, its predecessor, Silexion) 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 (or, for those periods prior to the Transactions, its predecessor, Silexion) has incurred losses of $14,772 and $5,108 for the nine-months period ended on September 30, 2024 and for the year ended December 31, 2023, respectively. During the nine-month period ended on September 30, 2024, the Company (including Silexion, for periods prior to the Transactions) had negative operating cash flows of $5,470. As of September 30, 2024, the Company had cash and cash equivalents of $1,973. On August 15, 2024, Silexion completed a business combination with the SPAC.

F - 12

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

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.

Under these circumstances, in accordance with the requirements of ASC 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the date these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern (see Note 1 (d)).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Unaudited Condensed Financial Statements

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 recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2024, and the consolidated results of operations, statements of changes in redeemable convertible preferred shares and capital deficiency and cash flows for the nine-month and three-month periods ended September 30, 2024 and 2023.

The consolidated results for the nine-months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Silexion as of and for the year ended December 31, 2023, which are included in a current report on Form 8-K and in a registration statement on Form S-1/A which the Company is filing with the SEC presently. The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.

Use of estimates

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 share-based compensation and to fair value of financial instruments. See Note 6 and Notes 4 and 7, respectively. 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.

F - 13

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Restricted cash

As of September 30, 2024 and December 31, 2023, the Company pledged an amount of $25 in favor of a bank as collateral for guarantees provided to secure the lease payments.

The Company is required to hold a minimum amount of NIS 85 in its bank account in order to maintain availability of a credit line from its credit card company.

Fair value measurement

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:

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities.

Level 3

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

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.

Concentration of credit risks

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash and short-term deposits. The Company deposits cash and cash equivalents mostly with three low risk financial institution. 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.

Loss per share

The Company calculates loss per share using the two-class method required for participating securities. This method entails allocating income available to ordinary shareholders for the period between ordinary shares and participating securities based on their respective rights to receive dividends as if all income for the period had been distributed. Basic loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year, and fully vested pre-funded options for the Company’s ordinary shares at an exercise price of $0.027 or 0.0063 NIS per share. The Company considers these shares to be exercisable for little to no additional consideration. The Company also considers its redeemable convertible preferred shares to be participating securities as the holders of the redeemable convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all redeemable convertible preferred shares into ordinary shares. However, these participating securities do not contractually require the holders to participate in the Company’s losses. Consequently, net loss for the periods presented was not allocated to the Company’s participating securities. The Ordinary Shares issued as a result of the Redeemable Convertible Preferred Shares conversion on the Closing Date were included in the basic net loss per share calculation on a prospective basis.

F - 14

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Contracts over Ordinary Shares

When the Company becomes party to freestanding convertible instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Warrants to purchase Ordinary Shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period.

Under ASC 815-40, contracts that are not indexed to the Company’s own stock are classified as liabilities recorded at fair value, As such, the Company classifies private warrants (see Note 3(e)) as liabilities and measures them at their fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, or upon reassessment of classification. Similarly the Company classifies the ELOC Agreement entered into (see Note 3(d)) as a derivative instrument measured at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own stock.

The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification. The Redeemable Convertible Preferred Shares were converted into Ordinary Shares in the framework of the recapitalization transaction as described in note 1(d).

Promissory Notes

Under the Fair Value Option Subsection of ASC Subtopic 825-10, the Company has an irrevocable option to designate certain financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. The Company designated Promissory Notes issued as part of the Transactions under the fair value option. See Note 3(a) and (b).

F - 15

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

New accounting pronouncements:

Recently issued accounting standards not yet adopted:

In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU also require that a public entity that has a single reportable segment to provide all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating this ASU to determine its impact on the Company's segment disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU will be effective for fiscal years beginning after December 15, 2025, and allows adoption on a prospective basis, with a retrospective option. The Company is in the process of assessing the impacts and method of adoption.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development). The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

NOTE 3 – FINANCIAL INSTRUMENTS ISSUED AND ASSUMED IN TRANSACTIONS

Underwriters Promissory Note

Prior to the Closing, Moringa reached agreement with EarlyBird Capital, Inc. (“EarlyBird”) on the reduction, to $1,600, in the aggregate, of the fee payable to EarlyBird under the Marketing Agreement entered into by Moringa with EarlyBird at the time of Moringa’s initial public offering (“IPO”). At the Closing, Moringa paid $350 of cash to EarlyBird from its Trust Account and New Silexion issued to EarlyBird a convertible promissory note, due December 31, 2025, in an amount of $1,250 to be paid by New Silexion to EarlyBird in cash or via conversion of outstanding amounts into ordinary shares of New Silexion (the “EarlyBird Convertible Note”).

The EarlyBird Convertible Note bears interest at a rate of 6% per annum and matures on December 31, 2025. If not repaid on or prior to that maturity date or such earlier date as to which the repayment obligation may be accelerated under the note, or not converted in accordance with the terms thereof, the rate of interest applicable to the unpaid principal amount would be adjusted to (15%) per annum. New Silexion is required to make mandatory prepayments on the note in amounts equal to 10% of the gross proceeds received by New Silexion from any equity financings consummated by it prior to the maturity date.

New Silexion is entitled to voluntarily prepay any additional part of, or all of, the principal and accrued interest, in one or more installments without penalty, prior to the maturity date.

F - 16

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 3 – FINANCIAL INSTRUMENTS ISSUED AND ASSUMED IN TRANSACTIONS (continued):

EarlyBird, in turn, may elect, at its sole discretion, at any time on or prior to the maturity date, to elect to convert all or part of the then outstanding principal and/or accrued interest under the EarlyBird Convertible Note into New Silexion ordinary shares, at a per share conversion price equal to 95% of the volume weighted average price of a New Silexion ordinary share for the five trading days immediately prior to the date of New Silexion’s receipt of a conversion notice.

As of the date of this report, the Company repaid $100 of the EarlyBird Convertible Note as a result of the share issuance under the ELOC Agreement; see Note 3(d).

Sponsor Promissory Note

Effective as of the Closing, New Silexion issued to 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 “A&R Sponsor Promissory Note”) in an amount of $3,433. This reflected the total amount owed by Moringa to the Sponsor through the Closing Date. The maturity date of the A&R Sponsor Promissory Note is the 30-month anniversary of the Closing Date (i.e., February 15, 2027). Amounts outstanding under the A&R Sponsor Promissory Note may be repaid (unless otherwise decided by New Silexion) only by way of conversion into New Silexion ordinary shares (“Note Shares”). New Silexion and the Sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which New 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 New Silexion ordinary shares issued and sold by New Silexion in such equity financing. The Sponsor may also elect to convert amounts of principal outstanding under the note into New Silexion ordinary shares at any time following the 24-month anniversary of the Closing Date, subject to a minimum conversion of $10, at a price per share equal to the volume weighted average price of the New Silexion ordinary shares on the principal market on which they are traded during the 20 consecutive trading days prior to the conversion date.

As of the date of this report, the Company has neither repaid, nor converted into New Silexion ordinary shares, any principal amounts outstanding under the Sponsor Promissory Note.

PIPE Financing

In connection with, and immediately prior to the Closing of the Transactions, Moringa raised $2,000 via a private investment in public entity financing (the “PIPE Financing”), whereby Moringa sold to Greenstar, LP, an affiliate of the Moringa Sponsor (the “PIPE Investor”), 22,223 newly issued Moringa ordinary shares at a price of $90.00 per share, pursuant to a subscription agreement, dated as of August 15, 2024, by and among Moringa, New Silexion and the PIPE Investor (the “PIPE Agreement”). Those 22,223 shares automatically converted upon the Closing of the Transactions into an equivalent number of New Silexion ordinary shares (the “PIPE Shares”).

ELOC Financing

In connection with the Closing, New Silexion entered into an ordinary share purchase agreement, effective as of the Closing Date (the “ELOC Agreement”), for an equity line of credit (the “ELOC”) with White Lion Capital, LLC (the “ELOC Investor”), whereby New Silexion will be able to request to sell to the ELOC Investor, and the ELOC Investor will be required to purchase, via private placement transactions, up to $15,000 of New Silexion ordinary shares from time to time after the Closing, up until December 31, 2025 (unless the agreement is terminated sooner), subject to certain limitations and conditions as described therein. The number of New Silexion ordinary shares that New Silexion may require the ELOC Investor to purchase in any single sales notice will depend on a number of factors, including the type of purchase notice that New Silexion delivers. Similarly, the purchase price to be paid by the ELOC Investor for any shares that New Silexion requires it to purchase will depend on the type of sales notice that New Silexion delivers.

F - 17

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 3 – FINANCIAL INSTRUMENTS ISSUED AND ASSUMED IN TRANSACTIONS (continued):

Purchase price is determined with reference to either the lowest daily volume-weighted average price of the Company’s Ordinary Shares during a period of three consecutive business days ending on the notice date times 97% or lowest traded price of the Company’s Ordinary Shares on the notice date.

Pursuant to the ELOC Agreement, New Silexion agreed, among other things, that if New Silexion’s sales to the ELOC Investor under the ELOC exceed 19.99% of New Silexion’s total number of ordinary shares outstanding, New Silexion will seek the approval of its shareholders for the issuance of any New Silexion ordinary shares under the ELOC in excess of that amount, in accordance with the Nasdaq Listing Rules, subject to certain exceptions based on the price of the New Silexion ordinary shares to be sold in excess of that limit.

In consideration for the commitments of the ELOC Investor, New Silexion agreed to issue to the ELOC Investor an aggregate of $337.5 of New Silexion ordinary shares (the “ELOC Commitment Shares”). On September 18, 2024 the Company issued 40,602 ordinary shares to White Lion LLC as the Commitment Shares. Issuance expenses amounted to $52.

During the three months ended September 30, 2024, the Company sold 116,667 ordinary shares under the ELOC at an average price of $6.255 per share, net of fees of approximately $20. The net proceeds from those sales were $620. For further information see Note 11.

SPAC Warrants

On the Closing Date, Moringa, New Silexion and Continental Stock Transfer & Trust Company (“CST”) entered into a certain Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”). The New Warrant Agreement amended Moringa’s Warrant Agreement, dated as of February 19, 2021, to provide for the assignment by Moringa of all its rights, title and interest in the warrants of Moringa to New Silexion.

Upon Closing, New Silexion assumed 638,889 warrants sold by Moringa in its IPO (“Public Warrants”) and 21,112 warrants sold by Moringa to the Sponsor and EarlyBird concurrently with its IPO (the “Private Warrants”, and together with the Public Warrants, the “Warrants”). Each such Warrant entitles the holder thereof to purchase one Ordinary Share of New Silexion of $103.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants. Each Warrant became exercisable 30 days after the Closing and will expire after five years after the completion of the Closing or earlier upon redemption (only in the case of the Public Warrants) or liquidation.

Once the Public Warrants became exercisable, the Company may redeem them in whole and not in part at a price of $0.09 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s ordinary shares equals or exceeds $162.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders.

The Company recognized a net liability, measured at fair value through profit or loss, from the Transactions (see also Note 2). As such, transaction costs related to the Transactions were expensed as incurred.

The Private Warrants are identical to the Public Warrants except that, for so long as they are held by the Sponsor, EarlyBird or their respective affiliates, the Private Warrants: (1) will not be redeemable by the Company; (2) could not (subject to certain limited exceptions), be transferred, assigned or sold by the holders thereof until 30 days after the Closing; (3) may be exercised by the holders thereof on a cashless basis; and (4) are entitled to registration rights.

F - 18

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 4 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:

Statement of operations:

Research and development expenses:

	Nine months ended September 30,				Three months ended September 30,
	2024		2023		2024		2023
	U.S. dollars in thousands				U.S. dollars in thousands
Payroll and related expenses	$	928	$	729	$	453	$	198
Share-based compensation expenses		2,424		57		2,385		19
Subcontractors and consultants		1,425		1,444		297		236
Materials		3		16		-		-
Rent and maintenance		106		124		57		46
Travel expenses		13		27		-		-
Other		45		54		25		36
	$	4,944	$	2,451	$	3,217	$	535

General and administrative expenses:

Payroll and related expenses	$	856	$	190	$	575	$	71
Share-based compensation expenses		3,438		39		3,413		13
Professional services		1,053		79		605		51
Depreciation		37		39		22		10
Rent and maintenance		90		67		18		25
Patent registration		25		18		-		2
Travel expenses		72		31		56		15
Other		156		39		130		9
	$	5,727	$	502	$	4,819	$	196

Financial expense, net:

Change in fair value of financial liabilities measured at fair value	$	(919	)	$	(3	)	$	(1,064	)	$	-
Issuance costs		52			47			52			44
Loss upon entering Transactions		4,783			-			4,783			-
Interest income		(25	)		(120	)		-			(42	)
Foreign currency exchange loss, net		196			520			48			69
Other		5			5			3			1
Total financial expense, net	$	4,092		$	449		$	3,822		$	72

Note 5 - LEASES

On August 15, 2024, the Company vacated its office spaces and facilities in Israel. On September 8, 2024, an early termination agreement for the operating lease was signed with the landlord, which included a termination penalty. As a result, the Company derecognized the right-of-use asset and the lease liability in its financial statements, recording a loss of $68 from the lease termination and an additional $18 from the disposal of leasehold improvements.

On September 26, 2024 the Company signed a new lease agreement for an office in Israel starting November 1, 2024 and ending on October 31, 2026. The Company will pay a monthly payment of $10 to the lessor.

F - 19

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 6 - WARRANTS TO PURCHASE PREFERRED SHARES:

On May 30, 2023, Silexion issued warrants to acquire 2,413 Series A-4 Preferred Shares to various investors, with an exercise price of $222.921 per share and an expiration date of May 30, 2025. Issuance expenses amounted to $3. On August 6, 2024, all of these warrants were exercised via a ‘cashless’ manner for 913 Preferred A4 shares of Silexion.

Silexion classified the warrants for the purchase of shares of its convertible redeemable preferred shares as a liability in its consolidated balance sheets, as these warrants were freestanding financial instruments which underlying shares were contingently redeemable and, therefore, may have obligated the Company to transfer assets at some point in the future. The warrant liability was initially recorded at fair value upon the date of issuance and was subsequently remeasured at fair value at each reporting date. The Company (or Silexion, as applicable) recorded revaluation expenses amounting to $134 and $40 for the nine months periods ended September 30, 2024 and September 30, 2023 , respectively, and revaluation (income) expenses amounting to $(11) and $43 for the three months periods ended September 30, 2024 and September 30, 2023 and accounted for such revaluation expenses as part of its financial (income) expense, net, in the statements of operations (see Note 8).

For further information in respect of warrants granted to a service provider and exercised, see Note 7.

For cashless exercise of these warrants see Note 1(d).

NOTE 7 - SHARE-BASED COMPENSATION:

The Company's (or Silexion’s, as applicable) share-based expenses amounted to a total of $5,862 and $96 in the nine months periods ended September 30, 2024 and 2023, respectively. As of September 30, 2024, 63,953 shares remain available for grant under the Company’s 2013, 2023 and 2024 Equity Incentive Plans.

On July 4, 2024, Silexion’s board of directors approved granting fully vested 78,650 RSUs to Silexion’s employees and directors amounting to a total of $5,578. For a description of the acceleration of the Company’s options prior to the Closing of the Transactions, see Note 1(d).

The fair value for the RSUs granted is based on the following assumptions:

Expected volatility	74.82	%
Assumptions regarding the price of the underlying shares:
Probability of an IPO scenario (including de-SPAC transaction)	67	%
Expected time to IPO (including de-SPAC transaction) (years)	0.137
Probability of other liquidation events	33	%
Expected time to liquidation (years)	2.25
Expected return on Equity	22	%

On August 6, 2024, a service provider exercised the warrants in a ‘cashless’ manner, resulting in the issuance of 140 Series A-1 Preferred Shares and 12 Series A-4 Preferred Shares of Silexion (see Note 11(1) to the audited financial statements of Silexion as of December 31, 2023, which were published on May 9, 2024).

F - 20

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 7 - SHARE-BASED COMPENSATION (continued):

Summary of outstanding and exercisable options:

Below is a summary of the Company's (or for periods prior to the Closing of the Transactions, Silexion’s) stock-based compensation activity and related information with respect to options granted to employees and non-employees for the nine month period ended September 30, 2024:

	Number of options			Weighted-average exercise price (in U.S. dollars)		Weighted- average remaining contractual term (in years)			Aggregate intrinsic value
Outstanding at January 1, 2024		53,914		$	38.94		4.88		$	316
Granted		-			-		-			-
Exercised		(13,780	)	$	0.03		(0.01	)	$	490
Forfeited		(326	)	$	60.52		(6.02	)		-
Expired		(13,492	)	$	41.06		-			-
Outstanding at September 30, 2024		26,316		$	57.97		7.09			-
Exercisable at September 30, 2024		26,316		$	57.97		7.09			-

Vested and expected to vest at September 30, 2024		26,316		$	57.97		7.09			-

Up to September 30, 2024 and for the year ended December 31, 2023 no options were granted.

The share-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows:

	Nine months ended September 30,				Three months ended September 30,
	2024		2023		2024		2023
Research and development	$	2,424	$	57	$	2,385	$	19
General and administrative		3,438		39		3,413		13
	$	5,862	$	96	$	5,798	$	32

NOTE 8 - FAIR VALUE MEASUREMENTS:

Financial instruments measured at fair value on a recurring basis

The Company’s (or, for periods prior to the Closing of the Transactions, Silexion’s) assets and liabilities that are measured at fair value as of September 30, 2024, and December 31, 2023, are classified in the tables below in one of the three categories described in “Note 2 – Fair value measurement”:

	September 30, 2024
	Level 3		Total
Financial Liabilities

Private Warrants to purchase ordinary shares	$	10	$	10
Promissory Notes	$	4,312	$	4,312

	December 31, 2023
	Level 3		Total
Financial Liabilities
Warrants to preferred shares	$	200	$	200

F - 21

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 8 - FAIR VALUE MEASUREMENTS (continued):

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

	Nine months ended September 30, 2024									Three months ended September 30, 2024
	Warrants to preferred shares			Warrants to Ordinary shares			Promissory Notes			Warrants to preferred shares			Warrants to Ordinary shares			Promissory Notes
Fair value at the beginning of the period	$	200		$	-		$	-		$	345		$	-		$	-
Issuance		-			1,130			4,622			-			1,130			4,622
Change in fair value		134			(1,120	)		(310	)		(11	)		(1,120	)		(310	)
Conversion		(334	)		-			-			(334	)		-			-
Fair value at the end of the period	$	-		$	10		$	4,312		$	-		$	10		$	4,312

	Nine months ended September 30, 2023		Three months ended September 30, 2023
	Warrants to preferred share		Warrants to preferred shares
Fair value at the beginning of the period	$	3	$	111
Issuance		111		-
Change in fair value		40		43
Fair value at the end of the period	$	154	$	154

ELOC agreement

As the ELOC agreement is in substance a purchased call option over the Company’s own shares at a price mentioned in Note 3(d), the fair value of this agreement will generally be approximately zero, until the Company sells shares under the agreement. Once the Company sells share under the agreement, the difference between cash raised (net of transaction costs) and the closing price of the Ordinary Shares as of the date of their issuance is recognized as financing income or expenses.

Fair value gain and losses arising from ELOC agreement are measured with reference to the spot price of the Company’s shares sold less consideration receivable from the investor.

Warrant to preferred shares

The fair value of Silexion’s warrant to purchase preferred shares as of September 30, 2023 and December 31, 2023 was estimated using a hybrid model in order to reflect two scenarios: (1) an IPO event (including de-SPAC transaction) and (2) other liquidation events. For further details see Note 12 in the annual consolidated financial statements.

The valuation under the ‘other liquidation events’ scenario was assessed using an option pricing model (OPM) by implementing a Monte Carlo Simulation, which treats the financial instruments

in Silexion’s equity as contingent claims whose future payoff depends on Silexion’s future equity value. Silexion’s entire equity value in 2023 was calculated based, among others, on the financing round closest to the valuation date.

Promissory Notes

In measuring the fair value of the Company’s Promissory Notes, a discount rate of 11.4%-13.1% was used, based on a B- rated US dollar zero-coupon discount curve, plus a credit spread of 6.67%. The expected timing of conversion or redemption of the notes was determined using the Company’s forecasts.

F - 22

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 8 - FAIR VALUE MEASUREMENTS (continued):

Warrants over ordinary shares

A Black-Scholes-Merton model with Level 3 inputs was used to calculate the warrants’ fair value. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of selected peer companies’ Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs of the warrants:

	September 30,			August 15,
	2024			2024
Volatility		76.86	%		80.23	%
Dividend yield		0	%		0	%

Financial instruments not measured at fair value

The carrying amounts of cash and cash equivalents, restricted cash, receivables, trade payables and other liabilities approximate their fair value due to the short-term maturity of such instruments.

NOTE 9 - NET LOSS PER SHARE:

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

	Nine months ended September 30,				Three months ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	14,772	$	3,428	$	11,860	$	809
Net loss attributable to ordinary shareholders, basic and diluted:	$	14,696	$	3,214	$	11,851	$	787
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted		291,407		111,726		647,568		111,726
Net loss per share attributable to ordinary shareholders, basic and diluted	$	50.43	$	28.76	$	18.30	$	7.04

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 pre-funded options for the Company’s (or Silexion’s, as applicable) ordinary shares at an exercise price of $0.027 or 0.0063 NIS per share, as the Company (or Silexion, as applicable) considers these shares to be exercised for little to no additional consideration.

As of September 30, 2024 and September 30, 2023, the basic loss per share calculation included a weighted average number of 133 and 14,652, respectively, of fully vested pre-funded options. As the inclusion of other potential ordinary shares equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss per share is the same as basic net loss per share.

F - 23

SILEXION THERAPEUTICS CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

(U.S. dollars in thousands)

NOTE 9 - NET LOSS PER SHARE (continued):

The following instruments were not included in the computation of diluted earnings per share because of their anti-dilutive effect:

Redeemable convertible preferred shares;

Warrants to purchase redeemable convertible preferred shares;

Share-based compensation issuable at substantial consideration;

Private Warrants to purchase ordinary shares;

Promissory Notes.

NOTE 10 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES:

Transactions with related parties which are shareholders and directors of the Company (or Silexion, for periods prior to the Closing of the Transactions):

Transactions:

	Nine months ended September 30,					Three months ended September 30
	2024			2023		2024			2023
Share-based compensation included in research and development expenses	$	1,796		$	51	$	1,762		$	17
Share-based compensation included in general and administrative expenses	$	2,972		$	36	$	2,948		$	12
Financial expenses	$	(47	)	$	40	$	(182	)	$	40

Balances:

	September 30, 2024		December 31, 2023
Non-Current liabilities -
Warrants to purchase preferred shares	$	-	$	186
Private warrants to purchase ordinary shares	$	10		-
Promissory Note	$	3,106	$	-

NOTE 11 - SUBSEQUENT EVENTS:

On October 1, 2024, the Company completed an equity raise through the ELOC, issuing 293,777 ordinary shares for a total consideration of $1,658.

On October 22, 2024, the Company completed an equity raise through the ELOC, issuing 66,667 ordinary shares for a total consideration of $200.

On October 29, 2024, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the 30 consecutive business days preceding the letter, the closing bid price of the Company’s Ordinary Shares was below the minimum $1.00 per share required for continued listing on The Nasdaq Stock Market. The Company has been given 180 calendar days, or until April 28, 2025, to regain compliance. If at any time before April 28, 2025, the bid price of the Ordinary Shares closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

d. For information regarding the reverse share split, see Note 1 (g)

F - 24

EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2

SILEXION THERAPEUTICS CORP

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023

SILEXION THERAPEUTICS CORP

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets	F-3 - F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency	F-6
Consolidated Statements of Cash Flows	F-7 - F-8
Notes to Consolidated Financial Statements	F-9 - F-34

_______________________

________________________________

_______________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the board of directors and shareholders of

SILEXION THERAPEUTICS CORP

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Silexion Therapeutics Corp (formerly known as Silexion Therapeutics Ltd.) and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in redeemable convertible preferred shares and capital deficiency and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1e to the consolidated financial statements, the Company has suffered recurring losses from operations and has cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1e. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/Kesselman & Kesselman
Certified Public Accountants (lsr.)
A member firm of PricewaterhouseCoopers International Limited

Tel-Aviv, Israel
May 9, 2024, except for the effects of the reverse share split discussed in note 1c, and except for the effects of the merger exchange ratio discussed in note 1c, as to which the date is January 13, 2025


	Kesselman & Kesselman, 146 Derech Menachem Begin, Tel-Aviv 6492103, Israel, P.O Box 50005 Tel-Aviv 6150001, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il

F - 2

SILEXION THERAPEUTICS CORP

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share data)

	December 31
	2023		2022
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	4,595	$	8,259
Restricted cash		25		25
Short term deposits		-		507
Prepaid expenses		335		6
Other current assets		24		42
TOTAL CURRENT ASSETS		4,979		8,839

NON-CURRENT ASSETS:
Restricted cash		25		25
Long-term deposit		5		5
Property and equipment, net		49		159
Operating lease right-of-use asset		198		305
TOTAL NON-CURRENT ASSETS		277		494
TOTAL ASSETS	$	5,256	$	9,333

The accompanying notes are an integral part of these consolidated financial statements.

F - 3

SILEXION THERAPEUTICS CORP

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share data)

	December 31
	2023			2022
Liabilities and redeemable convertible preferred shares, net of capital deficiency
CURRENT LIABILITIES:
Trade payables	$	319		$	240
Current maturities of operating lease liability		112			115
Warrants to preferred shares (including $186 and $0 due to related party, respectively)		200			3
Employee related obligations		207			253
Accrued expenses		1,358			999
TOTAL CURRENT LIABILITIES		2,196			1,610

NON-CURRENT LIABILITIES:
Long-term operating lease liability		59			156
TOTAL NON-CURRENT LIABILITIES	$	59		$	156
TOTAL LIABILITIES	$	2,255		$	1,766

COMMITMENTS AND CONTINGENT LIABILITIES (Note 6)
REDEEMABLE CONVERTIBLE PREFERRED SHARES AND NON-CONTROLLING INTERESTS:
Convertible Series A Preferred Shares (NIS 0.09 par value, 56,667 shares authorized as of December 31, 2023 and 2022, 43,121 shares issued and outstanding as of December 31, 2023 and 2022); aggregate liquidation preference of $8,162 as of December 31, 2023;
Convertible Series A-1 Preferred Shares (NIS 0.09 par value per share, 13,334 shares authorized as of December 31, 2023 and 2022, 10,136 shares issued and outstanding as of December 31, 2023 and 2022); aggregate liquidation preference of $2,443 as of December 31, 2023;
Convertible Series A-2 Preferred Shares (NIS 0.09 par value per share, 22,223 shares authorized as of December 31, 2023 and 2022, 5,051 shares issued and outstanding as of December 31, 2023 and 2022); aggregate liquidation preference of $2,763 as of December 31, 2023;
Convertible Series A-3 Preferred Shares (NIS 0.09 par value per share, 8,889 shares authorized as of December 31, 2023 and 2022, 7,037 shares issued and outstanding as of December 31, 2023 and 2022); aggregate liquidation preference of $2,887 as of December 31, 2023;
Convertible Series A-4 Preferred Shares (NIS 0.09 par value per share, 90,556 and 0 shares authorized as of December 31, 2023 and 2022, respectively, 2,413** and 0 shares issued and outstanding as of December 31, 2023 and 2022, respectively); aggregate liquidation preference of $1,076 as of December 31, 2023;
TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES		15,057			14,646
CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS		3,420			3,586
TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS	$	18,477		$	18,232
CAPITAL DEFICIENCY: Ordinary shares (($0.0009 par value per share, 22,222,222 shares authorized as of December 31, 2023 and 2022; 97,120 shares issued and outstanding as of December 31, 2023 and 2022)		*			*
Additional paid-in capital		11,335			11,204
Accumulated deficit		(26,811	)		(21,869	)
TOTAL CAPITAL DEFICIENCY	$	(15,476	)	$	(10,665	)
TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS, NET OF CAPITAL DEFICIENCY	$	3,001		$	7,567
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND NON-CONTROLLING INTEREST NET OF CAPITAL DEFICIENCY	$	5,256		$	9,333

* Represents an amount less than $1

** Net of 13,458 treasury shares held by a subsidiary as of December 31, 2023 (see Note 9(b)(2))

The accompanying notes are an integral part of these consolidated financial statements.

F - 4

SILEXION THERAPEUTICS CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share data)

	Year ended December 31
	2023		2022
OPERATING EXPENSES:
Research and development, net (including $69 and $49 from related party, respectively)	$	3,708	$	3,226
General and administrative (including $48 and $37 from related party, respectively)		973		634
TOTAL OPERATING EXPENSES		4,681		3,860
OPERATING LOSS		4,681		3,860
Financial expenses (income), net (including $83 and $0 from related party, respectively)		395		(396	)
LOSS BEFORE INCOME TAX	$	5,076	$	3,464
INCOME TAX		32		24
NET LOSS FOR THE YEAR	$	5,108	$	3,488

Attributable to:
Equity holders of the Company		4,942		3,215
Non-controlling interests		166		273
	$	5,108	$	3,488

LOSS PER SHARE, BASIC AND DILUTED	$	44.23	$	28.79

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE		111,726		111,686

The accompanying notes are an integral part of these consolidated financial statements.

F - 5

SILEXION THERAPEUTICS CORP

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CAPITAL DEFICIENCY

(U.S. dollars in thousands, except per share data)

	Redeemable Convertible Preferred Shares																							Ordinary shares				Additional paid-in Capital		Accumulated deficit			Total capital deficiency			Total redeemable convertible preferred shares and contingently redeemable non-controlling interests, net of capital deficiency
	Series A preferred shares				Series A-1 preferred shares				Series A-2 preferred shares				Series A-3 preferred shares				Series A-4 preferred shares				Contingently redeemable non-controlling interests
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount			Shares		Amount
BALANCE AT JANUARY 1, 2022		43,121	$	7,307		10,136	$	2,392		-		-		-		-		-		-	$	3,859			97,074		*	$	11,007	$	(18,654	)	$	(7,647	)	$	5,911
CHANGES DURING 2022:
Issuance of Preferred A-2 shares, net of issuance cost, see Note 9(b)										5,051		2,264																									2,264
Conversion of simple agreements for future equity (SAFE) to Preferred A-3 shares, see Note 7														7,037		2,683													69					69			2,752
Exercise of options																									46		*		3					3			3
Share-based compensation																													125					125			125
Net loss																						(273	)								(3,215	)		(3,215	)		(3,488	)
BALANCE AT DECEMBER 31, 2022		43,121	$	7,307		10,136	$	2,392		5,051	$	2,264		7,037	$	2,683		-		-	$	3,586			97,120		*	$	11,204	$	(21,869	)	$	(10,665	)	$	7,567
CHANGES DURING 2023:
Issuance of Preferred A-4 shares, net of issuance cost, see Note 9(b)																		2,413		411									1					1			412
Share-based compensation																													130					130			130
Net loss																						(166	)								(4,942	)		(4,942	)		(5,108	)
BALANCE AT DECEMBER 31, 2023		43,121	$	7,307		10,136	$	2,392		5,051	$	2,264		7,037	$	2,683		2,413	$	411	$	3,420			97,120		*	$	11,335	$	(26,811	)	$	(15,476	)	$	3,001

* Represents an amount less than $1

The accompanying notes are an integral part of these consolidated financial statements.

F - 6

SILEXION THERAPEUTICS CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Year ended December 31
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,108	)	$	(3,488	)
Adjustments required to reconcile loss to net cash used in operating activities:
Depreciation		45			57
Share-based compensation expenses		130			125
Non-cash financial expenses		318			(268	)
Gain on disposal of property and equipment		(1	)		-

Changes in operating assets and liabilities:
Increase (decrease) in prepaid expenses		(329	)		415
Increase (decrease) in other receivables		18			(40	)
Increase (decrease) in trade payable		79			(38	)
Net change in operating lease		6			(34	)
Increase (decrease) in employee related obligations		(46	)		(53	)
Increase (decrease) in accrued expenses		359			(11	)
Net cash used in operating activities		(4,529	)		(3,335	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from long-term deposits		-			16
Investment in short-term deposit		-			(500	)
Proceeds from short-term deposit		507			-
Purchase of property and equipment		(12	)		(40	)
Proceeds from sale of property and equipment		78			-
Net cash provided by (used in (investing activities		573			(524	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred shares and warrants, net of issuance costs		522			2,749
Exercise of options		-			3
Net cash provided by financing activities		522			2,752

DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(3,434	)		(1,107	)
EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(230	)		(667	)
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		8,309			10,083
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	$	4,645		$	8,309

The accompanying notes are an integral part of these consolidated financial statements.

F - 7

SILEXION THERAPEUTICS CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Year ended December 31
	2023		2022
Appendix A – RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents		4,595		8,259
Restricted cash		50		50
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS	$	4,645	$	8,309

Appendix B - SUPPLEMENTARY INFORMATION:
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:

Transition to ASC 842 - recognition of operating right of use assets and operating lease liabilities	$	-	$	391
Conversion of SAFEs to preferred shares and warrants	$	-	$	2,683

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest received	$	153	$	114

F - 8

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 1 - GENERAL:

Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (hereinafter -"the Company") was incorporated in Israel and began its operations on November 30, 2008. Since its incorporation, the Company has been engaged in one operating segment – the research and development of innovative treatments for pancreatic cancer based on siRNAs, aiming to stop the production of a specific pancreatic cancer-causing protein known as the KRAS mutation. The Company’s long-lived assets are located in Israel.

On April 28, 2021, the Company signed an agreement with Guangzhou Sino-Israel Biotech Investment Fund (GIBF) to establish a new company in China. On June 15, 2021 a company was established in China, named Silenseed (China) Ltd (hereinafter - the "Subsidiary"). The Company owns 51% of the shares of the Subsidiary. The Subsidiary has not yet started significant operations as of December 31, 2023. The Company and Silenseed (China) Ltd., together - “the Group” (see Note 9d).

On April 3, 2024, the Company entered into an Amended and Restated Business Combination Agreement (hereinafter, “A&R BCA”) with Moringa acquisition Corp (the “SPAC“), Biomotion Sciences, August M.S. Ltd. and Moringa Acquisition Merger Sub Corp (hereinafter - the “Business Combination”) which replaced an earlier business combination agreement, for further information see Note 15(a) and (b). Subsequently, Biomotion Sciences changed its name to Silexion Therapeutics Corp (“New Silexion”).

The A&R BCA was accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, the Company was treated as the accounting acquirer and the SPAC was treated as the “acquired” company for financial reporting purposes.

Under the reverse recapitalization accounting method, the A&R BCA was deemed to be the equivalent of a capital transaction in which Silexion issued shares for the net assets of the SPAC. Operations prior to the A&R BCA are those of Silexion.

In accordance with the applicable guidance to reverse recapitalization, the equity structure has been retroactively adjusted in all comparative periods up to the date of the Closing (the “Closing Date”), to reflect the number of New Silexion’s Ordinary Shares, $0.0001 par value per share (prior to reverse share split, see below) issued to legacy Silexion shareholders in connection with the reverse recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to legacy Silexion shareholders prior to the reverse recapitalization have been retroactively restated as shares reflecting the exchange ratio established pursuant to the Transactions. In conjunction with the reverse recapitalization, Silexion’s Ordinary Shares underwent a 1-for-3.9829 conversion (prior to reverse share split, see below). Also, under ASC 250, the reporting entity changed such that financial statements covering periods prior to the Closing Date are now deemed to be those of New Silexion.

On November 22, 2024, New Silexion announced a prospective 1-for-9 reverse share split of all of its issued and outstanding, and authorized but unissued, Ordinary Shares. See Note 13. The reverse share split was to result in a corresponding increase in the par value of New Silexion’s Ordinary Shares, from $0.0001 per share to $0.0009 per share. No fractional shares were to be issued as a result of the reverse split, as any fractional share totals to which shareholders became entitled were to be rounded up to the nearest whole number of shares. The reverse share split became effective after market close on November 27, 2024 and was reflected at the start of trading in New Silexion’s Ordinary Shares on November 29, 2024. Unless otherwise noted, all Ordinary Shares, preferred shares and per share amounts contained in these consolidated financial statements (both of the Company and New Silexion) have been retroactively adjusted to reflect a 1-for-9 reverse share split.

F - 9

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 1 - GENERAL (continued):

The Company’s headquarters are located in Modiin, Israel. As of the issuance date of these consolidated financial statements, the conflict between Israel and Hamas has not had a material impact on the Company’s results of operations or financial position, if at all. The Company cannot currently predict the intensity or duration of Israel’s war against Hamas, however, as most of the Company’s trials are not executed in Israel, the Company does not believe the recent terrorist attack and the subsequent declaration of war by the Israeli government against the Hamas terrorist organization will have any material impact on its ongoing operations. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees.

Going concern:

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 $5,108 and $3,488 for the years ended on December 31, 2023 and 2022, respectively. During the years ended on December 31, 2023 and 2022, the Company had negative operating cash flows of $4,529 and $3,335, respectively. As of December 31, 2023, the Company had cash and cash equivalents of $4.6 million. 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.

Under these circumstances, in accordance with the requirements of ASC 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the date these financial statements are issued. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of presentation

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").

Use of estimates

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. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to fair value of financial instruments and share-based compensation see Notes 12 and 11, respectively.

Functional currency

The Company's operations are currently conducted in Israel and some of the Company's expenses are currently paid in new Israeli shekels ("NIS"); however, the markets for the Company's future products are located outside of Israel. Financing activities are conducted in U.S. dollar (“dollar” or "$"). The Company's management believes that the US dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar. The functional currency of the Subsidiary is U.S. dollar, inter alia, in light of the composition of expenses and expected volume of intercompany transactions with the Company.

F - 10

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non- U.S. dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions — exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) — historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

The financial statements of the Company and of the Subsidiary are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group.

Cash and cash equivalents

The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.

Bank balances for which use by the Company is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash. If the contractual restrictions to use the cash extend beyond 12 months after the end of the reporting period, the related amounts are classified as non-current in Balance sheets.

Restricted cash

As of December 31, 2023 and 2022, the Company pledged an amount of $25 in favor of a bank as collateral for guarantees provided to secure the lease payments.

The Company is required to hold a minimum amount of NIS 85 in its bank account in order to maintain availability of a credit line from its credit card company.

Property and equipment:

Property and equipment are stated at cost, net of accumulated depreciation.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:

		%
Computers and software		33
Laboratory and electronic equipment		15
Leasehold improvements *		15-40

F - 11

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

* Leasehold improvements are amortized by the straight-line method over the expected lease term, which is shorter than the estimated useful life of the improvements.

Employee rights upon retirement

The Company is required to make severance payments upon dismissal of an employee or upon termination of employment in certain circumstances.

In accordance with the current employment terms with all of its employees located in Israel, and pursuant to Section 14 of the Israeli Severance Pay Law, 1963, the Company makes and has been continuously making, since the beginning of employment of each of its current employees, regular deposits, at a rate of 8.33% of their monthly salary, with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s full severance pay obligation.

Under these circumstances, the Company is currently relieved from any severance pay liability with respect to each such employee. Neither the liability in respect of these employees nor the credit for the amounts funded are reflected on the Company’s consolidated balance sheets, as the amounts funded are not under the control or management of the Company and the severance pay risks have been irrevocably transferred to the applicable insurance companies.

The amounts of severance payment expenses were $74 and $82 for the years ended December 31, 2023 and 2022, respectively.

Fair value measurement

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:

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities.

Level 3

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Financial instruments issued

When the Company issues preferred shares, it first considers the provisions of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the preferred share should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s redeemable convertible preferred shares are not mandatorily or currently redeemable. However, they include clauses that could constitute as in-substance redemption clauses that are outside of the Company’s control. As such, all shares of redeemable convertible preferred shares have been presented outside of permanent equity.

F - 12

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

When the Company issues other freestanding instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC 815-40 in order to determine whether the instrument should be classified within equity or classified as an asset or liability, with subsequent changes in fair value recognized in the statements of operations in each period.

The Company’s issued financial instruments convertible to preferred shares are in the scope of ASC 480. For further details see Note 7 and Note 8.

Redeemable Non-controlling Interest

Non-controlling interests with embedded redemption features, whose settlement is not at the Company’s discretion, are considered redeemable non-controlling interest. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section between liabilities and equity on the Company's consolidated balance sheets. Redeemable non-controlling interests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or its redemption value. Subsequent adjustment of the amount presented in temporary equity is currently not required because the Company's management estimates that it is not probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital.

Research and development expenses

Research and development costs are charged to the statements of operations as incurred. Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of payroll and subcontractors, as well as share-based payments. Advance payments for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as an expense as the related goods are used or the services are rendered.

Grants received from the Israeli Innovation Authority (“IIA”) for approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and included as a deduction from research and development expenses, see Note 5(a). The Company did not receive any grants during 2022 and 2023.

Share-based compensation

The Company’s employees and non-employees share-based payment awards are classified as equity awards. The Company accounts for these awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period using the straight-line method.

The Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the straight-line method based on the multiple-option award approach. Forfeitures are recognized as they occur.

The Company accounts for its non-employees’ equity-classified share-based payment in a similar manner.

F - 13

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Leases

The Company adopted the ASC 842, Leases accounting guidance. The Company recognized new right-of-use assets and operating lease liabilities of $391 as of January 1, 2022. The Company does not have any finance leases.

The Company recognizes operating lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts representing the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The discount rate for the lease is the rate in the lease unless that rate cannot readily determined. As the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. The lease agreement included an option to extend or terminate the lease. The Company exercised its option to extend the lease period up to July 2025.

Payments under the Company’s lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use assets and liabilities. The Company elected the practical expedient not to separate lease and non -lease components.

Loss per share

The Company calculates loss per share using the two-class method required for participating securities. This method entails allocating income available to ordinary shareholders for the period between ordinary shares and participating securities based on their respective rights to receive dividends as if all income for the period had been distributed. Basic loss per share is computed by dividing net loss by the weighted average number of shares of Ordinary shares outstanding during the year, and fully vested pre-funded options for the Company's Ordinary shares at an exercise price of $0.027 or 0.0063 NIS per share. The Company considers these shares to be exercised for little to no additional consideration. The Company also considers its redeemable convertible preferred shares to be participating securities, as the holders of the redeemable convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all redeemable convertible preferred shares into ordinary shares. However, these participating securities do not contractually require the holders to participate in the Company's losses. Consequently, net loss for the periods presented was not allocated to the Company's participating securities.

Income taxes:

Deferred taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company has provided a full valuation allowance with respect to its deferred tax assets.

F - 14

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Uncertainty in income tax

The Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of being realized upon ultimate settlement.

Concentration of credit risks

Operating segments and geographical information:

The Company is managed as one R&D department during its startup phase that has yet to earn revenues. The Company’s Chief Executive Office (“CEO”) was identified as the chief operating decision maker (“CODM”). The CODM reviews the financial information every quarter. Accordingly, the company had determined to operate under one reportable segment.

All of the Company long-lived assets are located in Israel.

New accounting pronouncements:

The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent with the adoption dates of private companies.

Recently Adopted accounting pronouncements:

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional Accounting Standard Updates to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. Under the ASU, the Company is required to use a forward-looking CECL model for accounts receivables and other financial instruments. The Company adopted the ASU on January 1, 2023 and it did not have a material impact on its consolidated financial statement.

Recently issued accounting standards not yet adopted:

In June 2022, the FASB issued ASU 2022-03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring

F - 15

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

its fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions. As an Emerging Growth Company, the ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that ASU 2022-03 will have on its consolidated financial statements and related disclosures.

In December, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU will be effective for fiscal years beginning after December 15, 2025, and allows adoption on a prospective basis, with a retrospective option. The Company is in the process of assessing the impacts and method of adoption.

F - 16

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 3 - PROPERTY AND EQUIPMENT, NET:

Composition of property and equipment, grouped by major classifications, is as follows:

	December 31
	2023		2022
Cost:
Computers	$	75	$	67
Laboratory and electronic equipment		-		274
Office furniture		2		2
Communication equipment		3		3
Leasehold improvements		56		52
	$	136	$	398
Accumulated depreciation:
Computers		55		41
Laboratory and electronic equipment		-		179
Office furniture		2		1
Communication equipment		3		3
Leasehold improvements		27		15
	$	87	$	239
Property and equipment, net	$	49	$	159

Depreciation expenses were $45 and $57 in the years ended December 31, 2023 and 2022, respectively.

NOTE 4 - LEASES:

The Company leases offices for its facilities in Israel by way of an operating lease. The lease agreement for such offices is denominated in NIS and linked to the Israeli consumer price index (“CPI”).

The Company provided the lessor with a bank guarantee as a rental security. The bank in turn placed a pledge over restricted cash of $25.

The lease for the offices expires on July 31, 2025. The remaining lease term is up to 1.58 years as of December 31, 2023.

Operating lease costs for the years ended December 31, 2022 and 2023 are as follows:

	Year Ended December 31,
	2023		2022
Fixed payments and variable payments that depend on an index or rate:
Office and operational lease expenses	$	131	$	132
Variable lease cost (included in the operating lease costs)	$	9	$	3
Total operating lease costs	$	140	$	135

Operating cash flows, for amounts included in the measurement of lease liabilities, are as follows:

	Year Ended December 31,
	2023		2022
Office and operational spaces lease expenses	$	101	$	119

F - 17

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 4 - LEASES (continued):

Supplemental information related to operating leases is as follows:

	Year Ended December 31,
	2023			2022
Operating lease right-of-use assets	$	198		$	305
Operating lease liabilities	$	171		$	271
Weighted average remaining lease term (years)		1.58			2.58
Weighted average discount rate		12.69	%		12.69	%

As of December 31, 2023, the Company has not entered into lease agreements that include options to extend them that are not included in the measurement of the lease liability.

The following table outlines maturities of the Company’s operating lease liabilities as of December 31, 2023:

	Operating lease liabilities
2024	$	117
2025		68
Total undiscounted lease payments	$	185
Less - imputed interest	$	14
Present value of lease liabilities	$	171

NOTE 5 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:

Statement of operations:

Research and development expenses, net:

	Year ended December 31,
	2023		2022
Payroll and related expenses	$	973	$	1,192
Subcontractors and consultants		2,467		1,595
Materials		13		191
Rent and maintenance		160		175
Travel expenses		37		42
Other		58		31
	$	3,708	$	3,226

General and administrative expenses:

Payroll and related expenses	$	356	$	219
Professional services		386		197
Depreciation		45		57
Rent and maintenance		86		71
Patent registration		22		32
Travel expenses		31		-
Other		47		58
	$	973	$	634

F - 18

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 5 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION (continued):

Financial expense, net:

Change in fair value of financial liabilities measured at fair value	$	86		$	(1,017	)
Issuance costs		3			84
Interest income		(153	)		(114	)
Foreign currency exchange loss, net		453			650
Other		6			1
Total financial expense (income), net	$	395		$	(396	)

NOTE 6 - COMMITMENTS AND CONTINGENT LIABILITIES:

During 2009 to 2020, the Company received several approvals from the IIA for participation in research and development activities performed by the Company (“Support Grants”) in a total amount of $5.8 million.

The Company is obligated to pay royalties to the IIA amounting to 3%-5% of the sales of the core products and other related revenues generated from such projects, up to 100% of the Support Grants received, linked to the U.S. dollar and bearing interest at the rate of LIBOR. The obligation to pay these royalties is contingent upon actual sales of the products and, in the absence of such sales, no payment is required. In October 2023, it was published that the interest rate on the Support Grants will be replaced with the 12-month term Secured Overnight Financing Rate (SOFR) published on the first trading day of each calendar year.

As of December 31, 2023, the total royalty amount that may be payable by the Company is approximately $5.8 million ($6.4 million including interest).

NOTE 7 - SIMPLE AGREEMENT FOR FUTURE EQUITY

On March 15, 2021, a Simple Agreement for Future Equity ("SAFE") was signed between the Company and a group of investors, for an aggregate amount of up to $4,000, of which $2,887 were actually raised. The SAFE was for a period of 9 months and was convertible into preferred shares with the most senior class of rights issued by the Company at the time of conversion.

The conversion rate and timing were subject to events as determined in the SAFE, the principal amount thereon was to be converted to the most senior class of shares of the Company in accordance with the terms mentioned in the SAFE, as follows: in an event that the Company consummates an equity investment of at least $2,000, the principal amount will be converted automatically to the most senior class of equity at the lower of (i) the price per share of the most senior shares issued in such equity investment less a 25% discount, or (ii) a price per share reflecting a fully diluted pre-money Company valuation of $70,000. However, in no event was the price per share to be lower than a price per share reflecting a fully-diluted pre-money valuation of the Company of $30,000.

Total consideration for the SAFE agreements was $2,887.

On January 14, 2022, the Company converted the SAFE in the total amount of $3,204 (its fair value as of conversion date) into 7,037 Series A-3 Preferred Shares and 5,278 warrants exercisable into Series A-2 Preferred Shares. In accordance with ASC 480 the Company recorded financial expenses in amount of $317 with respect to the discount on the SAFE conversion.

F - 19

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 8 - WARRANTS TO PURCHASE PREFERRED SHARES:

In connection with the Series A-2 Preferred Shares (see Note 9(b)), the Company issued warrants to acquire 10,329 Series A-2 Preferred Shares to various investors, including 5,278 warrants issued as part of the converted SAFE (see Note 9(b)). These warrants feature an exercise price of $547.047 per share and expired during 2023. As of December 31, 2022, there are 10,329 outstanding warrants. As of December 31, 2023, all warrants are expired.

Concerning the Series A-4 Preferred Shares (see Note 9(b)), the Company issued warrants to acquire 2,413 Series A-4 Preferred Shares to various investors, with an exercise price of $222.921 per share and an expiration date of May 30, 2025. Issuance expenses amounted to $3. As of December 31, 2023, there are outstanding warrants of 2,413. Regarding the warrants issued to the subsidiary see Note 9(b)(2).

The Company classified the warrants for the purchase of shares of its convertible redeemable preferred shares as a liability in its consolidated balance sheets, as these warrants were freestanding financial instruments which underlying shares are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. The warrant liability was initially recorded at fair value upon the date of issuance and was subsequently remeasured at fair value at each reporting date. The Company recorded revaluation expenses (income) amounting to $(86) and $1,017 for the years ended 2023 and 2022, respectively, and accounted for such revaluation expenses as part of its financial income (expense), net, in the statements of operations.

For further information in respect of warrants issuance to service provider see Note 11(1).

NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY:

As of December 31, 2023 and 2022, the share capital is composed of 0.09 NIS par value shares, as follows:

	December 31, 2023
	Authorized		Issued and paid		Carrying Value		Liquidation Preference
Ordinary Shares		22,222,222		97,120	$	4,685
Preferred A Shares		56,667		43,121	$	7,307	$	8,162
Preferred A-1 Shares		13,334		10,136	$	2,392	$	2,443
Preferred A-2 Shares		22,223		5,051	$	2,264	$	2,763
Preferred A-3 Shares		8,889		7,037	$	2,683	$	2,887
Preferred A-4 Shares		90,556		2,413	$	411	$	1,076

	December 31, 2022
	Authorized		Issued and paid		Carrying Value		Liquidation Preference
Ordinary Shares		22,222,222		97,120	$	4,685
Preferred A Shares		56,667		43,121	$	7,307	$	8,162
Preferred A-1 Shares		13,334		10,136	$	2,392	$	2,443
Preferred A-2 Shares		22,223		5,051	$	2,264	$	2,763
Preferred A-3 Shares		8,889		7,037	$	2,683	$	2,887

F - 20

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (continued):

Issuance of shares:

On January 14, 2022, the Company signed an agreement to issue shares in consideration for an investment in the amount of $2,763. In return for this investment, the Company issued 5,051 Series A-2 Preferred Shares with a par value of NIS 0.09. Issuance expenses amounted to $14.

Following this investment, the Company converted the SAFE in the total amount of $3,204 into 7,037 Series A-3 Preferred Shares.

In addition, the Company issued 10,329 warrants for Series A-2 Preferred Shares NIS 0.09 par value per share, including 5,278 warrants issued as part of the converted SAFE (see Note 8(a)), each exercisable at a price of $547.02 per share.

On May 30, 2023, the Company entered into an agreement to receive an investment in a total amount of $538. In exchange for this investment, the Company issued 2,413 Series A-4 Preferred Shares with a par value of NIS 0.09. Issuance expenses amounted to $16.

Additionally, the Company issued 2,413 warrants for Series A-4 Preferred Shares, each with a par value of NIS 0.09, exercisable at a price of $222.921 per share.

In addition, on May 30, 2023, the Subsidiary made an investment totaling $3 million in the Company. This investment resulted in the acquisition by the Subsidiary of 13,458 Series A-4 Preferred Shares and 13,458 warrants convertible into series A-4 Preferred Shares. Each warrant is exercisable into one series A-4 Preferred Share at an exercise price of $222.921 per share. As the acquisition was eliminated in consolidation, it had no impact on the consolidated financial statement.

Shareholders rights:

The Ordinary shares confer upon their holders the right to participate and vote in general shareholders meetings of the Company and to share in the distribution of dividends, if any declared by the Company.

The Series A Preferred Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-3 Preferred Shares and Series A-4 Preferred Shares (collectively, the "Preferred A Shares") confer upon their holders all of the rights conferred upon the holders of Ordinary Shares in the Company, as well as the following rights:

Distribution Preference

First, the holders of Series A-4 Preferred Shares shall be entitled to receive, prior and in preference to any holders of Series A-3 Preferred Shares, Series A-2 Preferred Shares, Series A-1 Preferred Shares, Series A Preferred Shares, Ordinary Shares or any other equity securities of the Company, for each outstanding Series A-4 Preferred Share held by them, an amount equal to (i) 200% of the Original Issue Price per each Series A-4 Preferred Share (in cash, cash equivalents or, if applicable, securities) plus (ii) declared and unpaid dividend in respect of such share (the "Series A-4 Preference Amount").

In the event that the distributable proceeds are insufficient for the distribution of the Series A-4 Preference Amount in full to all holders of Series A-4 Preferred Shares, then the Distributable Proceeds shall be distributed pari passu among such holders of Series A-4 Preferred Shares in proportion to the respective full Series A-4 Preference Amount such holders would otherwise be entitled to receive.

F - 21

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (continued):

Second, the holders of Series A Preferred Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series A-3 Preferred Shares, shall be entitled to receive, prior and in preference to any holders of Ordinary Shares, for each outstanding Preferred A Share held by them, an amount equal to: (a) Series A and Series A-1 Shares - the issue price paid for such share; (b) Series A-2 preferred share - US$ 547.047 per each Series A-2 share, and (c) Series A-3 Preferred Shares - US$410.283 per each Preferred A-3 share; plus any declared and unpaid dividend in respect of such share (the "Series A, A-1, A-2 and A-3 Preference Amount", and together with the Series A-4 Preference Amount, the "Preference Amounts").

In the event that the distributable proceeds are insufficient for the distribution of the Series A, A-1, A-2 and A-3 Preference Amount in full to all holders of Preferred A Shares, then the Distributable Proceeds shall be distributed pari passu among such holders of Series A Preferred Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series A-3 Preferred Shares in proportion to the respective full Series A, A-1, A-2 and A-3 Preference Amount such holders would otherwise be entitled to receive.

Third, following the distribution of the Preference Amounts, any remaining distributable proceeds shall be distributed pro rata among all the holders of Ordinary Shares and Preferred A Shares, based on their respective holdings of outstanding shares of the Company, on a pari passu and as converted basis.

Liquidation Preference:

If the Company is liquidated, dissolved or wound up (including, without limitation, upon appointment of a receiver or liquidator to all or substantially all of the Company's assets, whether voluntary or involuntary), then all the assets and funds of the Company available for distribution shall first be distributed in accordance with the Preference Amounts, and thereafter among all shareholders of the Company pro rata based on the number of Ordinary Shares and Series A Preferred Shares held by each, on an as-converted basis.

For the purpose of this clause, a liquidation event also includes (a) a merger of the Company into another corporation(s) in which the holders of the Company’s shares do not, immediately after such merger, represent a majority of the voting power of the surviving corporation (other than a merger with a company in which the shareholders of the Company receive stock of the surviving company which is publicly traded at the time of such merger); (b) a sale of all or substantially all of the assets of the Company to entities not controlled by the Company’s existing shareholders; and (c) a grant of an exclusive, irrevocable licensing of all or substantially all of the Company’s intellectual property to a third party.

Dividend Preference:

In the event that the Company distributes a dividend in respect of its shares, the holders of Preferred A Shares shall be entitled to receive the Preference Amounts prior to and in preference to the distribution of dividends to all shareholders of the Company.

F - 22

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (continued):

Conversion Rights:

Each Preferred A Share is convertible into Ordinary Shares. Their number is determined by multiplying such Preferred A Share by a quotient equal to (a) the applicable Original Issue Price for such share divided by (b) the Conversion Price (as defined below) at the time in effect for such share. The Preferred A Shares are convertible without payment of additional consideration by the holder thereof, upon each of the following events: (i) at the option of the holder thereof, at any time and from time to time; (ii) upon the consent of, or conversion by, the holders of a majority of the Preferred A Shares; or (iii) immediately before the consummation of an initial public offering of the Company's securities.

The initial conversion price per each Preferred A Share is the applicable Original Issue Price for such share (the "Conversion Price"). The Conversion Price per each Preferred A Share shall be adjusted in the event of a share combination or subdivision, share split, distribution of bonus shares or any other reclassification, reorganization or recapitalization (each, a "Recapitalization Event"), so that the holder of each Preferred A Share shall be entitled to receive, upon conversion, such number of Ordinary Shares they would have been entitled to receive following the Recapitalization Event had each Preferred A Share been converted into Ordinary Shares prior to the Recapitalization Event.

Additionally, in the event that the Company issues Additional Shares (as such term is defined in the Company's articles of association), for a consideration per share lower than the applicable Conversion Price for Series A-4 Preferred Shares in effect immediately prior to such issuance (the "Reduced Price"), then the Conversion Price for Series A-4 Preferred Shares shall be reduced, for no additional consideration, concurrently with such issuance, to the Reduced Price.

Silenseed China Minority Equityholder Rights:

The articles of association of Silenseed (China) Ltd. (the " Subsidiary’s Articles") provide the minority shareholder, Guangzhou Sino-Israel Bio-industry Investment Fund (LLP) ("GIBF") with the following minority shareholder protections:

Conversion ("Put/Call") Option: Either GIBF or the Company may elect that the equity rights of GIBF in the Subsidiary shall be exchanged for the most senior shares (i.e., preferred shares) of the Company, consequently turning the Subsidiary into a wholly-owned subsidiary of the Company. The number of shares to be issued to GIBF upon such exchange shall be calculated by converting the total cash amount invested by GIBF in the Subsidiary (the "Contribution Amount"), into the most senior class of shares of the Company as of May 30, 2023, based on a pre-money valuation of the Company of US$20 million on a fully diluted basis as of September 1, 2023, or later, as shall be mutually agreed between the parties.

"Company Exit Event" means the consummation of: (i) an initial public offering of Company, in a stock exchange, directly or via a SPAC (or similar methods); (ii) the sale of all or substantially all of the securities or assets of the Company (or an exclusive license with respect to all or substantially all of the assets of Company); (iii) a merger or acquisition of the Company (following which existing shareholders as of immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity); (iv) sale of at least 50% of the means of control or assets of the Company; (v) liquidation, dissolution or winding up of the Company; or (vi) at any time upon a party’s written notice, provided, however that the exercise of such right by the Company shall be subject to GIBF’s written consent, which shall not be unreasonably withheld.

F - 23

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (continued):

Anti-Dilution Protection: If the Subsidiary issues any additional equity rights in the Subsidiary to a third-party investor in the next two equity investment rounds of the Subsidiary, reflecting a purchase price per equity right lower than the purchase price per equity right paid by GIBF, GIBF will be issued additional equity rights of the Subsidiary for no consideration, based on a broad based weighted average formula.

Registration Rights: GIBF shall be entitled to the same rights to register its equity rights in the Subsidiary as part of an IPO of the Subsidiary, as granted to Company, on a pro-rata basis.

Liquidation Preference: In the event of an IPO in which the Subsidiary's valuation is at least $200 million or an Exit Event (as defined in the Subsidiary’s Articles), GIBF shall be entitled to be paid out of the assets legally available for distribution to equity holders of the Subsidiary (the "Distributable Proceeds"), prior to any payment made to any other equity holder, an amount in cash equal to the Contribution Amount (the "Preference Amount"). Following payment of the Preference Amount, any remaining Distributable Proceeds shall be distributed among all holders of equity rights excluding GIBF, on a pro-rata basis, provided that GIBF shall have the right to waive its right to receive the Preference Amount, in which case all Distributable Proceeds shall be distributed among all equity holders of the Subsidiary on a pari passu and pro rata basis.

Other rights, such as right of first refusal for GIBF to purchase the Company’s equity rights in the Subsidiary if the Company proposes to sell or receives an offer to sell its equity rights; a right of co-sale for GIBF to participate in a proposed sale of the Company’s equity rights in the Subsidiary on a pro-rata basis; a preemptive right for both investors to participate in the issuance of new securities by the Subsidiary until the consummation of an IPO or an Exit Event (as defined in the Subsidiary’s Articles).

NOTE 10 - INCOME TAXES:

Corporate taxation in Israel

The Company is taxed according to the regular corporate income tax in Israel. The corporate tax rate is 23% in 2023 and 2022.

Income taxes on non-Israeli subsidiary

The Subsidiary is taxed under the tax laws of China and the corporate tax rate is 25%.

Tax loss carryforwards

As of December 31, 2023, the expected tax loss carryforwards of the Company were approximately $19,151, which may be carried forward and offset against taxable income in the future for an indefinite period. The Company has recognized valuation allowance for the full amount in respect of these tax loss carryforwards since their utilization is not expected in the foreseeable future.

F - 24

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 10 - INCOME TAXES (continued):

Israel and foreign components of loss from continuing operations, before income taxes consisted of:

	Year ended December 31
	2023		2022
Israel	$	4,769	$	2,929
Subsidiary outside of Israel		307		535
Total	$	5,076	$	3,464

Uncertainty in income tax

As of December 31, 2023 and 2022, no liability for unrecognized tax benefits was recorded due to immateriality.

Tax rate reconciliation

Income tax expense attributable to income from continuing operations was $32 and $24 for the years ended December 31, 2023 and 2022, respectively, and differed from the amounts computed by applying an Israeli Statutory income tax rate of 23% to pretax income from continuing operations, mainly as a result of changes in valuation allowance of $922 and $268 respectively, as well as nondeductible expenses.

The reconciliation of the theoretical tax benefit (expense) by the Israeli statutory tax rate to the Company's effective benefit (expense) taxes are as follows:

	Year ended December 31
	2023			2022
Loss before income taxes	$	(5,076	)	$	(3,464	)
Statutory tax rate		23	%		23	%
Computed “expected” tax income		(1,167	)		(797	)
Exchange rate differences		120			588
Non-deductible share-based compensation		30			29
Non-deductible financial instruments valuation		21			(215	)
Effect of other non-deductible differences		112			162
Change in valuation allowance		922			268
Subsidiary tax rate differences		(6	)		(11	)
Reported taxes on income	$	32		$	24

F - 25

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 10 - INCOME TAXES (continued):

Deferred tax

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	December 31
	2023			2022
Deferred tax assets
Operating loss carryforwards	$	4,405			3,752
Research and development		780			592
Accrued expenses		304			219
Lease liability		39			62
Other		25			30
Total deferred tax assets	$	5,553		$	4,655

Deferred tax liabilities
Right of use asset		(46	)		(70	)
Total deferred tax liabilities	$	(46	)	$	(70	)

Valuation allowance	$	(5,507	)	$	(4,585	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Roll forward of valuation allowance:

The following table presents a reconciliation of the beginning and ending valuation allowance:

Balance as of December 31, 2021	$	(4,317	)
Additions		(268	)
Balance as of December 31, 2022	$	(4,585	)
Additions		(922	)
Balance as of December 31, 2023	$	(5,507	)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on these factors, the Company recorded a full valuation allowance on December 31, 2023 and 2022.

Income tax assessments

The Company has tax assessments that are considered to be final through tax year 2018.

The subsidiary does not have final tax assessments.

F - 26

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 11 - SHARE-BASED COMPENSATION:

Warrants to service provider

In conjunction with the issuance of Series A-1 Preferred Shares, the Company issued warrants to acquire 427 Series A-1 Preferred Shares to a service provider who assisted in raising the funds, which warrants were classified as part of the issue expenses. These warrants carry an exercise price of $241.02 per share and are set to expire on January 31, 2027. As of December 31, 2023 and 2022, all 427 of such warrants remained outstanding.

In conjunction with the issuance of Series A-2 Preferred Shares, the Company issued warrants to acquire 446 Series A-3 Preferred Shares to a service provider who assisted in raising the funds, which were recorded as part of issue expenses. These warrants carry an exercise price of $410.283 per share and are set to expire on January 14, 2029. As of December 31, 2023 and 2022, all 446 of such warrants remained outstanding.

The warrants for both the Series A-1 Preferred Shares and Series A-3 Preferred Shares were recognized as issuance costs of the SAFE round and recognized as financial expenses.

In conjunction with the issuance of Series A-4 Preferred Shares, the Company issued warrants to acquire 12 Series A-4 Preferred Shares to a service provider who assisted in raising the funds, which were recorded as part of issue expenses. These warrants carry an exercise price as those issued to the investors in such round, and expire on May 30, 2030. As of December 31, 2023, all 12 of such warrants remained outstanding. The warrants were recognized as issuance costs and the portion attributed to the issuance of Series A-4 Preferred Shares was classified as part of the shareholders’ equity. The portion attributed to the issuance of the warrants was recognized as financial expenses.

Employee Stock Option Plan

As of December 31, 2023, the Board of Directors approved a pool of 57,925 Ordinary Shares for grant to Company employees, consultants, directors and other service providers.

Under the Company's 2013 and 2023 Incentive Option Plans (collectively "the Plan"), options to purchase Ordinary Shares may be granted to certain entities and individuals. Each option granted under the Plan is exercisable until 10 years from the date of grant, or earlier upon cessation of employment or engagement of the grantee and certain other occurrences.

Grants to employees are made in accordance with the Plan and are carried out within the provisions of Section 102 of the Israel Income Tax Ordinance, under the capital gains track described in subsection (b)(2) of Section 102. In accordance with such track selected by the Company and the provisions associated with it, the Company is not entitled to claim a tax deduction for the employee benefits.

The Company's options expenses amounted to a total of $130 and $125 in 2023 and 2022, respectively. As of December 31, 2023, 4,019 shares remain available for grant under the Plan.

F - 27

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 11 - SHARE-BASED COMPENSATION (continued):

Summary of outstanding and exercisable options:

Below is a summary of the Company's stock-based compensation activity and related information with respect to options granted to employees and non-employees for the year ended December 31, 2023 and 2022:

	Number of options			Weighted-average exercise price (in U.S. dollars)			Weighted- average remaining contractual term (in years)		Aggregate intrinsic value

Outstanding at December 31, 2022		54,135		$	38.93			5.88	$	144
Granted		-		$	-			-	$	-
Exercised		-		$	-			-	$	-
Forfeited		-		$	-			-	$	-
Expired		(221	)	$	(38.41	)		-	$	-
Outstanding at December 31, 2023		53,914		$	38.94			4.88	$	316

Exercisable at December 31, 2023		39,340		$	30.95			3.62	$	316

Vested and expected to vest at December 31, 2023		53,914		$	38.94			4.88	$	316

	Number of options			Weighted-average exercise price (in U.S. dollars)			Weighted- average remaining contractual term (in years)			Aggregate intrinsic value

Outstanding at December 31, 2021		31,897		$	23.88			4.46		$	493
Granted		24,119		$	60.51			9.98		$	-
Exercised		(46	)	$	60.49			(8.22	)	$	-
Forfeited		(1,128	)	$	60.50			(9.18	)	$	-
Expired		(707	)	$	(61.01	)		-		$	-
Outstanding at December 31, 2022		54,135		$	38.93			5.88		$	144

Exercisable at December 31, 2022		30,677		$	22.46			3.29		$	144

Vested and expected to vest at December 31, 2022		54,135		$	38.93			5.88		$	144

F - 28

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 11 - SHARE-BASED COMPENSATION (continued):

The fair value for options granted in 2022 is estimated at the date of grant using a Black-Scholes option pricing model based on the following assumptions:

		Year ended December 31, 2022
Employees
Expected term (in years)		6.05 - 10.00
Expected volatility		82.97% - 88.45%
Risk-free interest rate		2.31% - 2.90%
Expected dividend yield		0.00%
Exercise price		$60.51

Non-Employees
Expected term (in years)		9.78
Expected volatility		88.46%
Risk-free interest rate		2.31%
Expected dividend yield		0.00%
Exercise price		$60.51

The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Since the Company is not traded, the expected volatility was based on the average volatility rate of 8 public companies in the healthcare industry.

The expected term of options granted represents the period during which options granted are expected to remain outstanding. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The Company uses the simplified method for nonexecutive employees, due to insufficient historical exercise experience”.

The fair value of options granted during 2022 was $529.

Options granted to employees and non-employees:

In 2023 no options were granted, neither to employees nor to non-employees.

In the year ended December 31, 2022, the Company granted options as follows:

	Year ended December 31, 2022
	Award amount		Exercise price		Vesting period	Expiration
Employees		23,234		60.51	up to 4 years	10 years
Non-employees		886		60.51	Immediate	10 years
Total granted		24,120

F - 29

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 11 - SHARE-BASED COMPENSATION (continued):

Summary of status of the Company’s nonvested employee options:

The following table summarizes the number of options outstanding for the years ended December 31, 2023 and December 31, 2022, and related information:

	Number of options			Weighted-average grant-date fair value price

Outstanding at December 31, 2022		23,393		$	21.67
Granted		-		$	-
Vested		(8,827	)	$	21.60
Forfeited		-		$	-

Outstanding at December 31, 2023		14,566		$	21.72

Outstanding at December 31, 2021		1,976		$	17.33
Granted		23,234		$	21.76
Vested		(690	)	$	16.04
Forfeited		(1,127	)	$	19.34

Outstanding at December 31, 2022		23,393		$	21.67

Summary of status of the Company’s nonvested nonemployee options:

The following table summarizes the number of options outstanding for the years ended December 31, 2023 and December 31, 2022, and related information:

	Number of options			Weighted-average grant-date fair value price

Outstanding at December 31, 2022		59		$	11.21
Granted		-		$	-
Vested		(59	)	$	11.21
Forfeited		-		$	-
Outstanding at December 31, 2023		-		$	-

Outstanding at December 31, 2021		135		$	11.09
Granted		886		$	26.96
Vested		(962	)	$	25.69
Forfeited		-		$	-
Outstanding at December 31, 2022		59		$	11.21

On December 31, 2023, there was $284 of total unrecognized compensation cost related to unvested stock options granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.22 years.

On December 31, 2022, there was $414 of total unrecognized compensation cost related to unvested stock options granted under the Plan. That cost is expected to be recognized over a weighted-average period of 3.20 years.

F - 30

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 11 - SHARE-BASED COMPENSATION (continued):

The share-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows:

	Year ended December 31
	2023		2022
Research and development	$	78	$	60
General and administrative		52		65
	$	130	$	125

NOTE 12 - FAIR VALUE MEASUREMENTS:

Financial instruments measured at fair value on a recurring basis

The Company’s assets and liabilities that are measured at fair value as of December 31, 2023, and December 31, 2022, are classified in the tables below in one of the three categories described in “Note 2 – Fair value measurement” above:

	December 31, 2023
	Level 3		Total
Financial Liabilities
Warrants to preferred shares	$	200	$	200

	December 31, 2022
	Level 3		Total
Financial Liabilities
Warrants to preferred shares	$	3	$	3

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

	2023		2022
	Warrants		Warrants			SAFE
Fair value at the beginning of the year	$	3	$	-		$	3,204
Issuance		111		1,020			-
Change in fair value		86		(1,017	)		-
Conversion to equity		-		-			(3,204	)
Fair value at the end of the year	$	200	$	3		$	-

The fair value of the Company’s warrant liabilities as of December 31, 2023 was estimated using a hybrid model in order to reflect two scenarios: (1) an IPO event (including de-SPAC transaction) and (2) other liquidation events.

The IPO scenario (including de-SPAC transaction) was based on management estimation regarding the expected value of the Company’s entire equity at the IPO event (including de-SPAC transaction). Valuation under this scenario was assessed using the probability-weighted expected return method (PWERM).

The valuation under the ‘other liquidation events’ scenario was assessed using an option pricing model (OPM) by implementing a Monte Carlo Simulation, which treats the financial instruments in the Company's equity as contingent claims whose future payoff depends on the Company's future equity value. The Company’s entire equity value in 2023 was calculated based, among others, on the financing round closest to the valuation date.

The fair value of the Company’s warrant liabilities as of December 31, 2022 was estimated using only the ‘other liquidation events’ scenario.

F - 31

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 12 - FAIR VALUE MEASUREMENTS (continued):

Application of these approaches and methodologies involves the use of estimates, judgments and assumptions that are highly complex and subjective, such as those regarding discount rates, the

selection of comparable public companies, and the probability of and timing associated with possible future events.

The following table presents the main assumptions used in the hybrid model for the periods presented:

	December 31
	2023			2022
Expected volatility		73.8	%		87.3	%
Assumptions regarding the price of the underlying shares:
Probability of an IPO scenario (including de-SPAC transaction)		25	%		-
Expected time to IPO (including de-SPAC transaction) (years)		0.414			-
Probability of other liquidation events		75	%		100	%
Expected time to liquidation (years)		2.75			3.00
Expected return on Equity		22	%		23	%

A significant increase in the expected volatility, or in the probability of an IPO (including de-SPAC transaction) (in 2023), could each increase the fair value of the related instruments. A significant decrease in the expected term of the warrants or expected time to IPO (including de-SPAC transaction), could each decrease the fair value of related instruments. In combination, changes in these inputs could result in a significantly higher or lower fair value measurement if the input changes were to be compounding, or could result in a minimally higher or lower fair value measurement if the input changes were of opposite effects and consequently offset each other.

Financial instruments not measured at fair value

The carrying amounts of cash and cash equivalents, restricted cash, receivables, trade payables and other liabilities approximate their fair value due to the short-term maturity of such instruments.

NOTE 13 - NET LOSS PER SHARE:

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

	Year ended December 31
	2023		2022
Numerator:
Net loss for the year	$	5,108	$	3,488
Net loss attributable to ordinary shareholders, basic and diluted:	$	4,942	$	3,215
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted		111,726		111,686
Net loss per share attributable to ordinary shareholders, basic and diluted	$	44.23	$	28.79

F - 32

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 13 - 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, and fully vested Pre-Funded options for the Company’s ordinary shares at an exercise price of $0.0226 or 0.0226 NIS per share, as the Company considers these shares to be exercised for little to no additional consideration.

As of December 31, 2023 and 2022, the basic loss per share calculation included a weighted average number of 14,652 of fully vested Pre-Funded options. As the inclusion of shares of ordinary shares equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss per share is the same as basic net loss per share.

The following instruments were not included in the computation of diluted earnings per share because of their anti-dilutive effect:

Redeemable convertible preferred shares (see Note 9);

Warrants to purchase redeemable convertible preferred shares (see Note 8);

Simple agreements for future equity (see Note 7);

Share-based compensation issuable at substantial consideration (see Note 11).

NOTE 14 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES:

Transactions with related parties which are shareholders and directors of the Company:

Transactions:

	Year ended December 31
	2023		2022
Share-based compensation included in research and development expenses	$	69	$	49
Share-based compensation included in general and administrative expenses	$	48	$	37
Financial expenses	$	83	$	-

Balances:

	December 31
	2023		2022
Non-Current liabilities —
Warrants to preferred shares	$	186	$	-

NOTE 15 - SUBSEQUENT EVENT

The Company’s management has performed an evaluation of subsequent events through May 09th, 2024, the date the financial statements were available to be issued.

On February 21, 2024, the Company entered into a business combination agreement with Moringa Acquisition Corp. (the “SPAC”), an exempted company incorporated under the Laws of the Cayman Islands whose class A ordinary shares (as well as other instruments) are listed for trade on the Nasdaq Global Market (NASDAQ:MACA), and April.M.G. Ltd. (the “April Merger Sub”), a limited liability company organized under the laws of the State of Israel and a wholly-owned subsidiary of the SPAC (the “Original BCA”). According to the Original BCA, April Merger Sub would merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of the SPAC, and with the SPAC continuing as a public company following the completion of the merger and with its securities continuing to be traded on Nasdaq.

F - 33

SILEXION THERAPEUTICS CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

U.S. DOLLARS IN THOUSANDS

NOTE 15 - SUBSEQUENT EVENT (continued):

On April 3, 2024, the SPAC and the Company restructured the transactions contemplated under the Original BCA by entering into the A&R BCA by and among Biomotion Sciences, a Cayman Islands exempted company (the “New Pubco”), August M.S. Ltd., an Israeli company and a wholly owned subsidiary of New Pubco (the “Merger Sub 1”), Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and a wholly owned subsidiary of New Pubco (the “Merger Sub 2”), the SPAC and the Company. The A&R BCA amends and restates, in its entirety, the Original BCA.

Pursuant to the A&R BCA, Merger Sub 2 will merge with and into the SPAC, with the SPAC continuing as the surviving company of such merger and a wholly-owned subsidiary of New Pubco (the “SPAC Merger”), and Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving company of such merger and a wholly-owned subsidiary of New Pubco (the “Acquisition Merger”).

Upon the effectiveness of the SPAC Merger, each outstanding SPAC Class A ordinary share and the sole outstanding SPAC Class B ordinary share will convert into an ordinary share of New Pubco on a one-for-one basis, and each outstanding warrant to purchase one SPAC Class A ordinary share will convert into a warrant to purchase one New Pubco ordinary share, at the same exercise price.

Upon the effectiveness of the Acquisition Merger, each outstanding ordinary share and preferred share of the Company will convert into such number of ordinary shares of New Pubco as is equal to the quotient obtained by dividing (x) the quotient obtained by dividing (1) $62,500,000 by (2) the number of fully diluted Company equity securities, by (y) $10.00 (the “Company Equity Exchange Ratio”). Each outstanding Company warrant and Company option to purchase one Company share, and Company restricted share unit (RSU) that may be potentially settled for one Company share, will become exercisable for, or will be subject to settlement for (as applicable), such number of New Pubco ordinary shares as are equal to the Company Equity Exchange Ratio. The exercise price per New Pubco ordinary share of each such converted Company options and Company warrants will be adjusted based on dividing the existing per share exercise price by the Company Equity Exchange Ratio. The terms of vesting, exercise and/or settlement, as applicable, of such converted options, warrants and RSUs shall remain the same following such conversion, except that the vesting of each Company option will accelerate immediately prior to the Acquisition Merger, such that the New Pubco option into which it has been converted will be fully vested.

The completion of the A&R BCA is subject to the satisfaction of certain conditions, including obtaining the consent of the shareholders of each of the SPAC and the Company and the declaration of effectiveness of a registration statement on form S-4 by the U.S. Securities and Exchange Commission in relation to issuance of New Pubco ordinary shares to be issued or issuable to the SPAC’s and the Company’s respective security holders pursuant to the A&R BCA. To facilitate the A&R BCA, the parties further entered into certain ancillary agreements.

The A&R BCA further imposes various restrictions on the total liabilities which the SPAC may incur prior to closing, including the total indebtedness toward the sponsor of the SPAC, and the terms on which such indebtedness will be repaid or converted, whereas such conversion, if and when it occurs, will further dilute the holdings of all shareholders of New Pubco at that time, including the former shareholders of the Company.

For information regarding the reverse share split, see Note 1 (c)

F - 34