SEC Form PRE 14A filed by Silexion Therapeutics Corp

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☒	Preliminary Proxy Statement

Thank you for your participation. We look forward to your continued support.   Sincerely,   /s/ Ilan Hadar Chairman of the Board and Chief Executive Officer

Time and Date of Extraordinary General Meeting (the “meeting”)	9:00 a.m. Eastern Daylight Time/4:00 p.m. local (Israel) time on ______, April __, 2026
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/secondegm2026. 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: ______#.
Agenda Items	(1)   Proposal 1 - Authorized Share Capital Increase Proposal (the “Authorized Share Capital Increase Proposal”): An increase to the Company’s authorized share capital under paragraph 5 of the Company’s Amended and Restated Memorandum of Association by 50,000,000 of the Company’s ordinary shares (“ordinary shares”), from US$121,500, divided into 9,000,000 ordinary shares of a par value of US$0.0135 each (which is the Company’s current authorized share capital), to US$796,500, divided into 59,000,000 ordinary shares of a par value of US$0.0135 each.   (2)   Proposal 2 - Equity Incentive Plan Evergreen Increase Proposal (the “Evergreen Increase Proposal”): An amendment to Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”) to increase the number of ordinary shares added annually on January 1st under the “evergreen”  provision of the 2024 Plan from (i) 5% of the Company’s outstanding ordinary shares, to (ii) such number of additional ordinary shares as yields, following the annual increase, a pool of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis.   (3)   Proposal 3- Reverse Share Split Proposal (the “Reverse Share Split Proposal”): A proposal to allow the Company’s board of directors (the “Board” or “Board of Directors”) to effect a reverse share split of the Company’s ordinary shares, par value $0.0135 per share at a ratio of not less than 1-for-4 and not more than 1-for-10, 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

Required Majority for Approval of Proposals

Under the laws of the Cayman Islands and, in the case of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal, Articles 17.1.1 and 17.1.4, respectively, of Silexion’s Amended and Restated Articles of Association, the approval of each of the proposals requires an ordinary resolution, adopted by 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 either proposal.

Purpose of Agenda Items

Authorized Share Capital Increase Proposal: The primary purpose of the Authorized Share Capital Increase Proposal is to enable the Company to maintain compliance with Nasdaq Listing Rule 5550(b)(1), which requires that the Company have at least $2.5 million of shareholders’ equity on a continued basis under the Equity Standard of the Nasdaq Capital Market, on which the Company’s ordinary shares and warrants are listed. Beyond the need to comply with the Nasdaq shareholders’ equity requirement, the Company requires an enhanced authorized share capital to pursue its ongoing operational needs related to its preclinical and clinical development of RNA interference (RNAi) therapies, including financing activities, and potential business development opportunities for complementary assets. The Company intends to manage its enlarged authorized share capital to reinforce, as much as possible, the price and liquidity of, and the trading market for, its traded securities. The proposed increase of 50,000,000 authorized ordinary shares (subject to adjustment if the Reverse Share Split Proposal is approved) is currently expected to be sufficient for the Company to maintain its requisite shareholders’ equity level and achieve the foregoing additional objectives in the short term to mid term.   Evergreen Increase Proposal: The purpose of the Evergreen Increase Proposal is to enable the Company to attract, retain and motivate talented employees, officers, directors and consultants through competitive equity compensation. The 2024 Plan currently includes an “evergreen” provision that automatically increases the share pool under that plan on January 1st of each year by the lesser of (i) 5% of the Company’s outstanding ordinary shares, or (ii) an amount determined by the Board. The proposed amendment to that provision under the Evergreen Increase Proposal would change the number of ordinary shares added annually under the foregoing clause (i) from a set percentage increase to an increase that is tied to the resulting pool size following the increase. The proposed increase would add, annually (unless the Board decides upon a lesser increase under clause (ii)), such number of shares as would yield a total pool size under all Company equity incentive plans equal to 10% of the Company’s issued and outstanding shares on a fully diluted basis as of January 1st. The proposed change to the “evergreen” increase is necessary to meet the Company’s ongoing equity compensation needs annually without requiring frequent shareholder approvals for additional one-time increases, which would be wasteful of company resources. The proposed maximum size annual increase is furthermore consistent with market practice and the recommended limit for equity incentive- related dilution that is espoused by institutional shareholder groups.   Reverse Share Split Proposal. The purpose of the proposed reverse share split is to enable the Company to maintain its compliance with 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 Capital Market. While the Company is presently in compliance with the minimum bid price requirement, the Company seeks to protect its Nasdaq listing and to preemptively prevent any potential deficiency as to that requirement, given that the closing price of the ordinary shares in recent times has not been significantly above the minimum level. 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.

Board Recommendation	The Board recommends a vote “FOR” each of the Authorized Share Capital Increase Proposal, the Evergreen Increase Proposal, and the Reverse Share Split Proposal.
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 _______, April __, 2026.

Additional Proxy Materials	The Authorized Share Capital Increase Proposal, the Evergreen Increase Proposal, and the Reverse Share Split Proposal 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, the “Investors” portion of our website, www.silexion.com, or at the website for the meeting, https://www.cstproxy.com/silexion/secondegm2026
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 __________, ____ __, 2026, at the same time and same place at which the meeting is held, at which time resolutions may be adopted solely with respect to the proposals described in this notice of the original meeting. If a quorum is not present at the reconvened 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 the matters on the agenda.
Required Vote	Approval of each of the Authorized Share Capital Increase Proposal, the Evergreen Increase Proposal and the Reverse Share Split Proposal 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 any proposal, 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. If you prefer to vote via the internet, you may do so at www.cstproxyvote.com, by using the control number that appears towards the bottom of the physical proxy card that was sent to you. 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 or voted via the internet. As an alternative to voting via proxy or via the internet, 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). 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 __________, April __, 2026 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 (April _, 2026) 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/secondegm2026. 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   April __, 2026

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INFORMATION CONCERNING ATTENDANCE AND VOTING		1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE EXTRAORDINARY GENERAL MEETING		1
PROPOSAL 1 - AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL		10
PROPOSAL 2 - EVERGREEN INCREASE PROPOSAL		14
PROPOSAL 3 – REVERSE SHARE SPLIT PROPOSAL		17
RISK FACTORS RELATED TO THE PROPOSALS		24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		27
OTHER MATTERS		31

Proposal		Board Recommendation		Vote Required for Approval		Effect of Abstentions(1)		Broker Discretionary Voting Allowed?(2)
Authorized Share Capital 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.
Evergreen 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.
Reverse Share 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.		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 extraordinary 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 (i.e., you do not return a signed proxy card), a vote will not be cast on your behalf on the proposals at the extraordinary general meeting.

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potential acquisitions of assets (for example, additional product candidates) that are complementary to our RNAi therapies to treat solid tumors driven by KRAS mutations, in which the consideration with which we pay are newly-issued ordinary shares;

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issuance of shares upon vesting and/or exercise of equity awards under our equity incentive plans, including the 2024 Plan, which serves the purpose of incentivizing officers, other employees, and directors, and for which we will seek to increase the pool of shares made available annually by way of the Evergreen Increase Proposal.

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Ongoing sales of newly issued ordinary shares under our ATM via H.C. Wainwright, pursuant to which up to $13.17 million may be issued and sold under our shelf registration statement on Form S-3 (SEC file number 333-290544) and related prospectus supplement;

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Potential follow-on public offerings of ordinary shares, pre-funded warrants and, to the extent necessary, ordinary warrants, that are similar to the public offerings that we completed on January 17, 2025 and September 12, 2025, in which we raised $5.0 million and $6.0 million of gross proceeds, respectively; and

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Exercises of warrants, whether currently outstanding or to be issued in future public offerings or private placements, including induced warrant exercise transactions similar to those that we completed on January 30, 2025 and August 1, 2025, which raised aggregate gross proceeds of approximately $3.3 million and $1.8 million, respectively, for our company.

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ordinary shares underlying all of our outstanding warrants (which includes both our publicly-held warrants that are traded on the Nasdaq Capital Market and the warrants we have issued in various financing transactions for which H.C. Wainwright & Co. (“H.C. Wainwright”) has acted as placement agent (approximately 3,098,636 ordinary shares);

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ordinary shares reserved for issuance under our equity incentive plans, consisting of ordinary shares underlying outstanding grants under the 2024 Plan (prior to the adoption of the Evergreen Increase Proposal, which would increase the share allocated under that plan, enabling future grants) and the 2013 Share Option Plan;

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ordinary shares issuable for potential conversion of amounts due under the promissory note issued to the sponsor of Moringa; and

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ordinary shares currently reserved for issuance under our ATM with H.C. Wainwright and/or other alternative financing transactions, whereby we may issue new ordinary shares and raise funds on an ongoing basis under our shelf registration statement on Form S-3 (SEC file number 333-290544) and related prospectus supplement(s).

Current number of authorized ordinary shares, total			9,000,000
Authorized ordinary shares, issued			3,394,865
Authorized ordinary shares, unissued			5,605,135
Ordinary shares issuable upon exercise of all outstanding warrants			3,098,636
Ordinary shares reserved for issuance under outstanding grants under our equity incentive plans (2024 Plan and 2013 Share Option Plan)			48,997
Ordinary shares currently reserved for issuance under ATM and/or alternative financings (1)			1,982,793
Ordinary shares currently available for issuance under Moringa sponsor promissory note (2)			474,709
Remaining authorized, unissued available ordinary shares			0

(1)

The number of ordinary shares required to be reserved for issuance under the ATM and/or alternative financings in order to maximize the $13,170,000 of potential financing that is available to our company under the ATM and/or alternative financings significantly exceeds the 1,982,793 ordinary shares currently available.

(2)

Because the number of shares underlying the Moringa sponsor promissory note depends on fluctuating market prices or prices per share in potential financing transactions at which we may convert outstanding amounts owed under the note, we are unable to estimate the actual number of shares that we will actually need to issue for conversion of all remaining outstanding amounts under that note.

		Pre-Reverse Split				1-for-4				1-for-10
Authorized Ordinary Shares, Issued (1)			3,394,865				848,716				339,487
Authorized Ordinary Shares, Unissued (2)			55,605,135				13,901,284				5,560,513
Ordinary shares reserved for future grants pursuant to equity incentive plans (3)			438,567				109,642				43,857
Ordinary shares subject to outstanding equity- based awards			48,997				12,249				4,900
Shares issuable upon exercise of outstanding warrants			3,098,636				774,659				309,864

(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 Authorized Share Capital Increase Proposal at the extraordinary general meeting and the accompanying increase of the number of authorized, unissued ordinary shares by 50,000,000.

(3)

Assumes the approval of the Equity Pool Increase Proposal at the extraordinary general meeting and the accompanying increase of the number of ordinary shares available under the “evergreen” provision of the 2024 Plan as of January 1, 2026 by an additional 438,567 ordinary shares, beyond the 156,333 ordinary shares already added under the existing “evergreen” provision, which were granted pursuant to fully-vested restricted share unit awards in February 2026 and settled for outstanding ordinary shares immediately.

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a U.S. Holder will not recognize gain or loss as a result of the reverse share split;

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the aggregate tax basis of our ordinary shares received by a U.S. Holder in the reverse share split will be equal to the aggregate tax basis of the ordinary shares surrendered in exchange therefor; and

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the holding period of our ordinary shares received by a U.S. Holder in the reverse share split will include the holding period of the ordinary shares exchanged therefor.

(i)	Scenario 1: The Board presents a 1-for-4 reverse share split for approval:

(ii)	Scenario 2: The Board presents a 1-for-10 reverse share split for approval:

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each person or entity known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

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each of our officers and directors; and

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all our officers and directors as a group.

*	Less than 1%.

(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 956 ordinary shares issuable upon exercise of options, at an exercise price of $907.71 per share, all of which are vested and currently exercisable.
(3)	Includes 935 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable.
(4)	Includes 935 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable.
(5)	The shares reported in this row consist entirely of 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 1,872 ordinary shares issuable upon exercise of options held by GIBF, at an exercise price of $18.90 per share, all of which are vested and currently exercisable.
(7)	The shares reported in this row consist entirely of ordinary shares held of record by GIBF, with respect to which Dr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF.

(8)	Includes 780 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable.
(9)	Includes 478 ordinary shares issuable upon exercise of options, at an exercise price of $907.71 per share, all of which are vested and currently exercisable.
(10)	The number of ordinary shares reported in this row for all executive officers and directors as a group includes (i) 5,956 shares underlying options granted to the Company’s non-employee directors in February 2025, as those options have fully vested as of March 1, 2026.
(11)	Based on a Schedule 13G/A filed by Lind Global Fund III LP with the SEC on November 14, 2025. The ordinary shares reported in this row consist of (i) 106,250 ordinary shares underlying Series A-1 Warrants and (ii) 106,250 ordinary shares underlying Series A-2 Warrants. None of these warrants may be exercised if, following such exercise, the beneficial ownership of Lind Global Fund III LP would exceed 9.9%. Lind Global Partners III LLC, the general partner of Lind Global Fund III LP, and Jeff Easton, the managing member of Lind Global Partners III LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund III LP. The address of each of these entities is 444 Madison Avenue, Floor 41, New York, NY 10022.
(12)	Based on a Schedule 13G/A filed with the SEC on February 13, 2026. The ordinary shares reported in this row are beneficially owned by Intracoastal Capital LLC, Mitchell P. Kopin and Daniel B. Asher. The ordinary shares beneficially owned consist entirely of shares underlying warrants. Mr. Kopin and Mr. Asher, as the controlling persons of Intracoastal Capital LLC, may be deemed to have shared voting and dispositive power with respect to these securities. The principal business office of Mr. Kopin and Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida 33483, and the principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(13)	Due to blocker provisions in the warrants under which the ordinary shares reported in this row may be issued, the maximum number of ordinary shares that may be actually held by the holders of the warrants upon exercise of those warrants may not exceed 9.99% of our issued and outstanding ordinary shares.
(14)	Based on a Schedule 13D/A filed with the SEC on September 23, 2025. The shares reported in this row are held of record by the Moringa sponsor, Moringa Sponsor, LP and/or by Greenstar, L.P., each a Cayman Islands exempted limited partnership. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Moringa sponsor and Greenstar, L.P. Mr. Levin 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 directly held by the Moringa sponsor and Greenstar, L.P. The limited partnership interests of the Moringa sponsor and Greenstar, L.P. are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Moringa sponsor and Greenstar, L.P., other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the persons and 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.
(15)	Consists of (i) 6,970 ordinary shares, (ii) 372 ordinary shares underlying warrants, and (iii) 450,000 ordinary shares issued on September 15, 2025 upon conversion of an aggregate of $1.8 million of the outstanding amount under the Moringa sponsor promissory note, all of which are held by Moringa Sponsor, LP, and (iv) 1,482 ordinary shares held by Greenstar, L.P.

(16)

Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over the securities reported in this row. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. The ordinary shares reported in this row consist of 205,016 ordinary shares beneficially owned by Hudson Bay Master Fund Ltd., constituted by 106,250 ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering and 98,766 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction.

(17)

The ordinary shares reported in this row are beneficially owned by 3i, LP. 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013. The ordinary shares reported in this row consist of 262,500 ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering and 20,000 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction.

(18)	Based on Amendment No. 1 to a Schedule 13G filed with the SEC on September 15, 2025. Represents 267,434 ordinary shares beneficially owned by Orca Capital AG, consisting of 4,934 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction and 262,500 ordinary shares underlying warrants acquired in our September 2025 public offering. Due to blocker provisions in the warrants held by these persons, the maximum number of ordinary shares that may be actually held by these persons upon exercise of those warrants may not exceed 4.99% of our issued and outstanding ordinary shares. Roman Grodon, Thomas Koenig, and Beate Ruhle‑Burkhardt have shared voting control and investment discretion over these securities. The principal business address of Orca Capital AG is Sperl‑Ring 2, 85276 Hettenshausen, Germany.
(19)	The 269,168 ordinary shares reported in this row are beneficially owned by Lincoln Alternative Strategies LLC and consist of 6,668 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction and 262,500 ordinary shares underlying warrants acquired in our September 2025 public offering. Stephen Temes, the control person of Lincoln Alternative Strategies LLC, has voting and investment control of these shares. The registered address of Lincoln Alternative Strategies LLC is c/o 901 Pennsylvania Ave. #3‑496, Miami Beach, FL 33139.
(20)	The ordinary shares reported in this row consist entirely of ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering, all of which are currently exercisable.
(21)	The ordinary shares reported in this row consist entirely of ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering, all of which are currently exercisable.

By Order of the Board   /s/ Mirit Horenshtein Hadar Chief Financial Officer and Secretary    Ramat-Gan, Israel April __, 2026

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL.

Please mark votes as indicated in this example: ☒

		FOR		AGAINST		ABSTAIN
Proposal 1: Authorized Share Capital Increase Proposal. An increase (pursuant to an ordinary resolution) to the authorized share capital of the Company by 50,000,000 ordinary shares, from US$121,500 divided into 9,000,000 ordinary shares, par value US$0.0135 each, to US$796,500 divided into 59,000,000 ordinary shares, par value US$0.0135 each		☐		☐		☐
Proposal 2: Evergreen Increase Proposal. An amendment (pursuant to an ordinary resolution) to Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan to increase the maximum annual evergreen increase on January 1st of each year from (i) 5% of the Company’s issued and outstanding ordinary shares to (ii) such number of additional ordinary shares as yields a pool of ordinary shares reserved under all of the Company’s equity incentive plans constituting, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis		☐		☐		☐
Proposal 3. Reverse Share Split Proposal. To approve an ordinary resolution allowing the Company’s board of directors to effect a reverse share split of our ordinary shares, par value $0.0135 per share (“ordinary shares”) at a ratio of not less than 1-for-4 and not more than 1-for-10, 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		☐		☐		☐

“5. The authorized share capital of the Company is US$796,500, divided into 59,000,000 Ordinary Shares of a par value of US$0.0135 each.”

 

“5. The authorized share capital of the Company is US$796,500, divided into 14,750,000 Ordinary Shares of a par value of US$0.054 each.”   In the case of a 1-for-10 reverse share split:   “5. The authorized share capital of the Company is US$796,500, divided into 5,900,000 Ordinary Shares of a par value of US$0.135 each.”

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