SEC Form PRE 14A filed by Silexion Therapeutics Corp

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.	Proposal 1  — Re-election of each of Ilan Hadar, Dror J. Abramov, Ruth Alon, Ilan Levin, Avner Lushi, Shlomo Noy and Amnon Peled as a director serving on the Company’s board of directors (the “Board of Directors”) until the next annual general meeting of the Company and until his or her successor is elected and qualified.
2.	Proposal 2 — Re-appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the audit committee thereof to do so.
3.	Proposal 3 — A proposal to allow the Board of Directors to effect a reverse share split of the Company’s ordinary shares, par value $0.0009 per share (“ordinary shares”) at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio to be determined by the Company’s board of directors prior to the annual general meeting and to be presented for approval by our shareholders at the meeting.
4.	Proposal 4 — An increase to the number of ordinary shares reserved for issaunce under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) by 1,271,859 ordinary shares, to 1,428,268 ordinary shares (which numbers of shares will be adjusted downwards proportionately based on the ratio of the reverse share split, to the extent it is approved pursuant to Proposal 3).

Time and Date of
Annual General Meeting (the “Meeting”)	4:00 p.m. local (Israel) time/9:00 a.m. Eastern Daylight Time on ________, _______, 2025
Place of Meeting
(in-person attendance)	Meitar Law Offices 16 Abba Hillel Road, 10th floor Ramat Gan, Israel 5250608
(virtual or telephonic attendance- may submit questions, but not vote)	https://www.cstproxy.com/silexion/2025 Log into the virtual site by using the control number included in your proxy materials; or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: __________#.

Items of Business	(1)	Re-election of each of Ilan Hadar, Dror J. Abramov, Ruth Alon, Ilan Levin, Avner Lushi, Shlomo Noy and Amnon Peled as a director serving on the Company’s board of directors (the “Board of Directors”) until the next annual general meeting of the Company and until his or her successor is elected and qualified.
	(2)	Re-appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the audit committee thereof to do so.
	(3)	A proposal to allow the Board of Directors to effect a reverse share split of the Company’s ordinary shares, par value $0.0009 per share (“ordinary shares”) at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio to be determined by the Board of Directors prior to the Meeting and to be presented for approval by our shareholders at the Meeting.
	(4)	An increase to the number of ordinary shares reserved for issuance under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) by 1,271,859 ordinary shares, to 1,428,268 ordinary shares (which numbers of shares will be adjusted downwards proportionately based on the ratio of the reverse share split, to the extent it is approved pursuant to Proposal 3).
		In addition to the foregoing formal proposals that require a vote at the Meeting, the Board of Directors will present its annual report on the management of the business of the Company for the year ended December 31, 2024, and the Company’s Consolidated Balance Sheets as of, and related Consolidated Statements of Operations for the year ended, December 31, 2024.

Purpose of Agenda Items	The purpose behind Proposals 1 and 2 is to approve those routine matters—election of the Board of Directors and appointment of our independent public auditor— that are required to be approved annually—at our annual general meeting—under our Amended and Restated Memorandum and Articles of Association and Cayman Islands law.   The purpose of the reverse share split to be presented under Proposal 3 is to enable the Company to maintain and/or restore its compliance with Nasdaq Listing Rule 5450(a)(1) or Nasdaq Listing Rule 5550(a)(2), which requires that the ordinary shares maintain a minimum bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Global Market (on which our ordinary shares and warrants are currently listed) or the Nasdaq Capital Market (to which we seek to transfer that listing), as applicable. Based on market conditions and the market price of our ordinary shares immediately prior to the Meeting, our Board of Directors will determine the exact reverse split ratio to be presented at the Meeting.   The amendment to the 2024 Plan to be effected pursuant to Proposal 4 is intended to ensure that we have a sufficient number of ordinary shares available to provide equity incentives to employees, officers and directors in amounts determined appropriate by Silexion’s compensation committee, board of directors and management.
Board Recommendation	Our Board of Directors recommends a vote “FOR” each of the proposals.

Record Date	You are entitled to notice of, and to vote at, the meeting if you held an ordinary share of Silexion as of the close of business on ______, _______, 2025.
Additional Proxy Materials	The proposals and details with respect to the Meeting are described more fully in the attached proxy statement, which we are sending (together with this notice and a proxy card or voting instruction form) to our shareholders and which we urge you to read in its entirety. Copies of this notice, the attached proxy statement and the related proxy card are also being filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Schedule 14A, which documents may be obtained for free from the SEC’s website at www.sec.gov or at the “Investors” portion of our website, www.silexion.com.

Quorum Requirement	No action may be taken at the Meeting unless a quorum, consisting of the holders of at least a majority of the Company’s outstanding ordinary shares, are present in person or by proxy. If a quorum is not present at the Meeting within half an hour from the time designated for the Meeting to begin, the chairman of the Meeting will adjourn the Meeting for one week, to ___________, 2025, at the same time and same place at which the Meeting is held, at which time resolutions may be adopted with respect to any matter stated in this Notice of the original Meeting. If a quorum is not present at the adjourned meeting within half an hour from the time designated for it to begin, those shareholders present (regardless of how many) will be deemed to constitute a quorum and action may be taken on any and all matters on the agenda.
Required Vote	Approval of each of the proposals at the Meeting (including election of each individual director nominee) requires the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the Meeting with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for those proposals, but the ordinary shares represented thereby are considered present for purposes of the quorum requirement.
Means of Voting	The vote of each of the Company’s shareholders is important regardless of whether or not any particular shareholder attends the Meeting. Accordingly, we urge you to read the attached proxy statement and vote your ordinary shares promptly, regardless of the number of ordinary shares you own.   You may vote the ordinary shares that you own directly (i.e., as a record shareholder) via proxy, by signing and returning the form of proxy in the enclosed envelope. You may revoke your proxy at any time before it is voted, and you may attend the meeting and vote in person even if you have previously signed a proxy. As an alternative to voting via proxy, you may vote the ordinary shares that you own directly in person by attending the Meeting.   If your ordinary shares are held in street name on Nasdaq (i.e., ordinary shares that are held through a bank, broker or other nominee), you may instruct the nominee as to how you want your ordinary shares voted, including via the internet (at www.proxyvote.com), if so indicated on your voting instruction form. Specific instructions as to how to vote are set forth on the enclosed voting instruction form provided by your bank, broker, or nominee.   If voting via proxy, your vote must be received by 11:59 p.m., Eastern time on ________, 2025 in order to be counted towards the tally of votes on the proposals at the Meeting. If submitting voting instructions via a voting instruction form or via the internet, the deadline for receipt of your voting instructions will be at such time on such date as may be indicated in the voting directions provided to you.

Attendance at Meeting (in person)	If you are a shareholder holding ordinary shares as of the record date for the Meeting (_______, 2025) and desire to attend the Meeting in person, if a record shareholder, please provide at the Meeting the name under which your ordinary shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares). If you hold your ordinary shares in “street name” (through a bank or broker), please bring to the Meeting the required proof of ownership described for attendance at the Meeting, namely: a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting, along with an account statement or other proof that shows that you owned your shares as of the record date for the Meeting.
(virtual or telephonic attendance)	https://www.cstproxy.com/silexion/2025. Log into the virtual site by using the control number included in your proxy materials, or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: ________#. You may submit questions, but not vote, while attending the Meeting virtually or telephonically.

By Order of the Board of Directors,

/s/ Ilan Hadar

Chairman of the Board and Chief Executive Officer

	Page
INFORMATION CONCERNING VOTING AND SOLICITATION	1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL GENERAL MEETING	1
PROPOSAL 1. DIRECTOR ELECTION PROPOSAL	9
PROPOSAL 2. AUDITOR REAPPOINTMENT PROPOSAL	25
PROPOSAL 3. REVERSE SPLIT PROPOSAL	27
PROPOSAL 4. INCREASE IN NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE UNDER 2024 EQUITY INCENTIVE PLAN	34
RISK FACTORS RELATED TO REVERSE SHARE SPLIT AND INCREASE UNDER 2024 EQUITY INCENTIVE PLAN	37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	39
PRESENTATION OF ANNUAL REPORT AND REVIEW OF 2024 FINANCIAL STATEMENTS	41
OTHER MATTERS	41

(1)	Re-election of each of Ilan Hadar, Dror J. Abramov, Ruth Alon, Ilan Levin, Avner Lushi, Shlomo Noy and Amnon Peled as a director serving on the Board until the next annual general meeting of the Company and until his or her successor is elected and qualified. This proposal is referred to as “Proposal 1” or the “Director Election Proposal”.
(2)	Re-appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the audit committee thereof to do so. This proposal is referred to as “Proposal 2” or the “Auditor Reappointment Proposal”.
(3)	A proposal to allow the Board to effect a reverse share split of our ordinary shares, par value $0.0009 per share (“ordinary shares”) at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio to be determined by the Board prior to the meeting and to be presented for approval by our shareholders at the meeting. This proposal is referred to as “Proposal 3” or the “Reverse Split Proposal”.
(4)	An increase to the number of ordinary shares reserved for issuance under Silexion’s 2024 Equity Incentive Plan (the “2024 Plan”) by 1,271,859 ordinary shares, to 1,428,268 ordinary shares (which numbers of shares will be adjusted downwards proportionately based on the ratio of the reverse share split, to the extent it is approved pursuant to Proposal 3). This proposal is referred to as “Proposal 4” or the “Equity Pool Increase Proposal”.
	In addition to the foregoing formal proposals that require a vote at the Meeting, the Board of Directors will present its annual report on the management of the business of the Company for the year ended December 31, 2024, and the Company’s Consolidated Balance Sheets as of, and related Consolidated Statements of Operations for the year ended, December 31, 2024.

Proposal		Board Recommendation		Vote Required for Approval		Effect of Abstentions(1)		Broker Discretionary Voting Allowed?(2)
Director Election Proposal		FOR		The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.		No effect. Not considered votes cast on this proposal.		No. Brokers without voting instructions will not have discretionary authority to vote.
Auditor Reappointment Proposal		FOR		The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.		No effect. Not considered votes cast on this proposal.		Yes. Brokers without voting instructions will have discretionary authority to vote.
Reverse Split Proposal		FOR		The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.		No effect Not considered votes cast on this proposal.		Yes. Brokers without voting instructions will have discretionary authority to vote.
Equity Pool Increase Proposal		FOR		The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.		No effect Not considered votes cast on this proposal.		No. Brokers without voting instructions will not have discretionary authority to vote.

(1)	As noted below, abstentions will be counted as present for purposes of establishing a quorum at the annual general meeting.
(2)	Only relevant if you are the beneficial owner of shares held in street name. If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on the items of business at the annual general meeting.

•

approving or, as required, pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm.

•

reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

•

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by shareholders, to serve on the Board;

•

considering and making recommendations to the New Silexion Board regarding the composition and chairmanship of the committees of the New Silexion Board;

•

instituting plans or programs for the continuing education of the Board and the orientation of new directors;

•

developing and making recommendations to the Board regarding corporate governance guidelines and matters;

•

overseeing our corporate governance practices;

•

overseeing periodic evaluations of the Board’s performance, including committees of the Board; and

•

contributing to succession planning.

*	The above report shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference.

Name and Principal Position		Year		Base Gross Salary ($)(1)				Stock Awards ($)				All Other Compensation ($)(1)(2)				Total ($)(1)
Ilan Hadar Chief Executive Officer (formerly Managing Director of Silexion Israel)(3)		2024			240,560				1,192,785				107,283				1,540,628
		2023			182,976				-				70,638				253,614
Mirit Horenshtein Hadar Chief Financial Officer (formerly EVP Finance of Silexion Israel)(4)		2024			233,532				447,291				89,267				770,090
		2023			26,238				-				-				26,238
Dr. Mitchell Shirvan Chief Scientific and Development Officer(5)		2024			190,286				1,043,699				67,505				1,301,490
		2023			156,140				-				50,660				206,800

(1)

Amounts reported for the named executive officer and paid in New Israeli Shekels are converted from New Israeli Shekels to U.S. dollars using the 2024 and 2023 (as applicable) average exchange rates as published by Bank of Israel of 3.699 and 3.689 New Israeli Shekels, respectively, to 1 U.S. Dollar.

(2)	The amounts in this column include payments for a leased car or car maintenance, contributions to a pension fund, compensation fund, and continuing education fund, or payments in lieu of a continuing education fund.

(3)	This was for a part-time (75%) position prior to, and a full-time position following, completion of the Business Combination.

(4)	For 2023, Ms. Horenshtein Hadar’s compensation was for a period of 4.5 months during which she served as a part-time consultant in a Strategy & Corporate Finance Advisory capacity.

(5)	This was for a part-time (80%) position prior to, and a full-time position following, completion of the Business Combination.

		Option awards
Name		Number of securities underlying unexercised options (#) exercisable				Number of securities underlying unexercised options (#) unexercisable				Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)				Option exercise price ($)				Option expiration date
Ilan Hadar Chief Executive Officer (formerly Managing Director of Silexion Israel)			14,339				-				-				60.51			24/03/2032
Mirit Horenshtein Hadar Chief Financial Officer (formerly EVP Finance of Silexion Israel)			--				-				-				-				-
Dr. Mitchell Shirvan Chief Scientific and Development Officer			7,170				-				-				60.51			07/06/2032

Name		Fees earned or paid in cash ($)				Stock awards ($)				Option awards ($)				All other compensation ($)				Total ($)
		See Summary Compensation Table above				See Summary Compensation Table above				See Summary Compensation Table above				See Summary Compensation Table above				See Summary Compensation Table above
Ilan Hadar
Dror Abramov			-				313,800				-				-				313,800
Ruth Alon			-				-				-				-				-
Ilan Levin			-				-				-				45,000	(1)			45,000
Avner Lushi			-				313,800				-				-				313,800
Shlomo Noy			-				313,800				-				-				313,800
Amnon Peled			-				-				-				-				-
Ilan Shiloah (former director)			-				313,800				-				-				313,800

Plan category		Number of ordinary shares to be issued upon exercise of outstanding options				Weighted-average exercise price of outstanding options				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)				(b)				(c)
Equity compensation plans approved by security holders
Silexion Therapeutics Ltd. 2013 Equity Incentive Plan			24,103			$	59.84				-
Silexion Therapeutics Ltd. 2023 Equity Incentive Plan			-			$	-				-
Silexion Therapeutics Corp 2024 Equity Incentive Plan			-			$	-				63,953
Total			24,103			$	59.84				63,953

		2024				2023
		(US$ in thousands)				(US$ in thousands)
Audit Fees(1)			301				267
Tax Fees (2)			49				11
Total			350				278

(1)	Audit Fees consist of professional services rendered in connection with the audit of our consolidated financial statements, review of our consolidated quarterly financial statements, issuance of comfort letters, consents and assistance with review of documents filed with the SEC

(2)	Tax fees are fees for services rendered by our principal accountant in connection with tax compliance, tax planning and tax advice.

(1)

Does not account for potential adjustments due to the treatment of fractional shares resulting from the reverse share split.

(2)

Assumes the approval of the Equity Pool Increase Proposal at the annual general meeting and the accompanying increase of the number of ordinary shares reserved for issuance under the 2024 Plan by 1,271,859 ordinary shares, to 1,428,268 ordinary shares, of which 1,298,518 ordinary shares will be available for future grants.

•

The 2024 Plan Equity Pool will be reduced by one share for each share made subject to an award granted under the 2024 Plan;

•

The 2024 Plan Equity Pool will be increased by the number of unissued shares underlying or used as a reference measure for any award or portion of an award granted under the 2024 Plan that is cancelled, forfeited, expired, terminated unearned or settled in cash, in any such case without the issuance of shares;

•

The 2024 Plan Equity Pool will be increased by the number of shares that are forfeited back or surrendered for no consideration to the Company after issuance due to a failure to meet an award contingency or condition with respect to any award or portion of an award granted under the 2024 Plan;

•

The 2024 Plan Equity Pool will be increased, on the exercise date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of the exercise price of any award granted under the 2024 Plan; and

•

The 2024 Plan Equity Pool will be increased, on the relevant date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of any tax withholding obligation that arises in connection with any award granted under the 2024 Plan.

Name and Address of Beneficial Owner(1)		Number of Shares Beneficially Owned				Approximate Percentage of Outstanding Ordinary Shares
Directors and Executive Officers of New Silexion:
Ilan Hadar			31,160	(2)			*
Dror Abramov			4,425				*
Ruth Alon			6,037				*
Ilan Levin(3)			229,624	(4)			2.6	%
Avner Lushi(5)			220,788	(6)			2.5	%
Shlomo Noy(7)			220,788	(6)			2.5	%
Amnon Peled			-				-
Dr. Mitchell Shirvan			21,888	(8)			*	%
Mirit Horenshtein Hadar, CPA			6,308				*
All executive officers and directors as a group (8 individuals)			520,230				6.0	%
Five Percent Holders:
Hudson Bay Master Fund(9)			740,741				7.9	%
Entities affiliated with Anson Advisors Inc and Anson Funds Management LP(10)			740,741				7.9	%

(1)	Unless otherwise noted, the business address of each beneficial owner listed in the above table is c/o Silexion Therapeutics Corp, 12 Abba Hillel Road, Ramat Gan, Israel 5250606.

(2)	Includes 14,339 New Silexion ordinary shares issuable upon exercise of options, at an exercise price of $60.51 per share, all of which are vested and currently exercisable.

(3)

The shares reported in this row are held of record by the Sponsor, Moringa Sponsor, LP, and/or by the PIPE Investor, Greenstar, L.P., each a Cayman Islands exempted limited partnership, as described in footnote (4) below. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Sponsor and the PIPE Investor. Mr. Levin, a director of New Silexion, is the sole director of that general partner. As a result of his ownership of that general partner, Mr. Levin possesses sole voting and investment authority with respect to the shares indirectly held by the Sponsor and the PIPE Investor. The limited partnership interests of the Sponsor and the PIPE Investor are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Sponsor and the PIPE Investor other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th floor, New York, NY 10177.

(4)

Consists of the total of: (i) 148,592 New Silexion ordinary shares issued to the Sponsor as Sponsor Investment Shares (as defined under the Business Combination Agreement); (ii) 39,206 New Silexion ordinary shares issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 352,857 Moringa private shares held by it; (iii) 19,603 New Silexion ordinary shares underlying New Silexion warrants issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 176,429 Moringa private warrants held by the Sponsor (which New Silexion warrants became exercisable 30 days after the Closing Date); and (iv) 22,223 New Silexion ordinary shares issued to Greenstar, L.P., the PIPE Investor, as PIPE Shares in respect of the PIPE Financing. The foregoing beneficial ownership of New Silexion ordinary shares by the Sponsor does not include any Note Shares that may be issued to the Sponsor following the Closing upon conversion of amounts owed by New Silexion to the Sponsor under the A&R Sponsor Promissory Note, as the potential number of Note Shares, and the timing of issuance of Note Shares, cannot be determined in advance.

(5)	The shares reported in this row consist entirely of New Silexion ordinary shares held of record by Guangzhou Sino-Israel Biotech Fund (“GIBF”), with respect to which Mr. Lushi possesses shared voting and investment authority as a result of his serving as a Managing Partner and CEO of GIBF.

(6)	Includes 203,971 New Silexion ordinary shares issued to GIBF at the Closing in respect of its transfer of its noncontrolling interest in our Chinese subsidiary, Silenseed (China) Ltd., to New Silexion pursuant to the Chinese Subsidiary Transfer.

(7)	The shares reported in this row consist entirely of New Silexion ordinary shares held of record by GIBF, with respect to which Mr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF.

(8)	Includes 7,170 New Silexion ordinary shares issuable upon exercise of options, at an exercise price of $60.51 per share, all of which are vested and currently exercisable.

(9)

Represents 740,741 ordinary shares issuable upon exercise of warrants issued in connection with the Warrant Repricing. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.

(10)

Represents (i) 577,778 ordinary shares issuable upon exercise of warrants issued in connection with the Warrant Repricing held by Anson Investments Master Fund LP (“AIMF”) and (ii) 162,963 ordinary shares issuable upon exercise of warrants issued in connection with the Warrant Repricing held by Anson East Master Fund LP (“AEMF”). Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of AIMF and AEMF, hold voting and dispositive power over the ordinary shares held by each of AIMF and AEMF. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these ordinary shares except to the extent of their pecuniary interest therein. The principal business address of each of AIMF and AEMF is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE REVERSE SPLIT PROPOSAL.			Please mark votes as indicated in this example: ☒
Proposal 1. Director Election Proposal. Re-election (As an ordinary resolution) of each of the following individuals as a director to serve on the Company’s board of directors (the “Board of Directors”) until the next annual general meeting of the Company and until his or her successor is elected and qualified:			FOR		AGAINST		ABSTAIN
(a)	Ilan Hadar		☐		☐		☐
(b)	Dror J. Abramov		☐		☐		☐
(c)	Ruth Alon		☐		☐		☐
(d)	Ilan Levin		☐		☐		☐
(e)	Avner Lushi		☐		☐		☐
(f)	Shlomo Noy		☐		☐		☐
(g)	Amnon Peled		☐		☐		☐
Proposal 2. Auditor Reappointment Proposal. Re-appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the audit committee thereof to do so.			☐		☐		☐
Proposal 3. Reverse Split Proposal. To approve an ordinary resolution allowing the Board of Directors to effect a reverse share split of our ordinary shares, par value $0.0009 per share (“ordinary shares”) at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio to be determined by the Board of Directors prior to the Meeting and to be presented for approval by our shareholders at the Meeting.			☐		☐		☐
Proposal 4. Equity Pool Increase Proposal. An increase to the number of ordinary shares reserved for issuance under Silexion’s 2024 Equity Incentive Plan (the “2024 Plan”) by 1,271,859 ordinary shares, to 1,428,268 ordinary shares (which numbers of shares will be adjusted downwards proportionately based on the ratio of the reverse share split, to the extent it is approved pursuant to Proposal 3).			☐		☐		☐

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