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 15, 2025
Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-42253
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N/A
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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12 Abba Hillel Road
Ramat-Gan, Israel
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5250606
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(Address of principal executive offices)
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(Zip Code)
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+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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Ordinary Shares, par value $0.0009 per share
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SLXN |
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The Nasdaq Stock Market LLC
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Warrants exercisable for Ordinary Shares at an exercise price of $103.50 per share
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SLXNW
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The Nasdaq Stock Market LLC
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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 1.01. Entry Into a Material Definitive Agreement.
Amendment to ELOC Agreement
On January 14, 2025, Silexion Therapeutics Corp (the “Company”) and White Lion Capital, LLC (the “ELOC Investor”) entered into an amendment (the “Amendment”) to the ordinary share purchase agreement, dated August 13, 2024, by and between the Company (formerly known as Biomotion Sciences) and the
ELOC Investor (as amended, the “ELOC Agreement”).
The Amendment introduces an additional, accelerated purchase mechanism, allowing the Company to deliver notices (“Accelerated Purchase Notices”) to the ELOC
Investor during the existing commitment period that runs through December 31, 2025 under the ELOC Agreement. The Company may request that the ELOC Investor purchase up to
five percent (5%) of the average daily trading volume on the date on which it provides an Accelerated Purchase Notice, at a price equal to 99% of the lowest traded price of the Company’s ordinary shares during the two-hour period following the
Investor’s written confirmation of its acceptance of the Accelerated Purchase Notice. The closing of a sale of ordinary shares by the Company to the ELOC Investor pursuant to an Accelerated Purchase Notice will occur on the first business
day following the delivery and acceptance of that notice.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The ELOC Agreement itself served as Exhibit 10.3.1 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 21, 2024 and can be viewed at the following link: https://www.sec.gov/Archives/edgar/data/2022416/000121390024071491/ea021197601ex10-3i_silexion.htm.
Item 7.01 Regulation FD Disclosure.
On January 15, 2025, the Company
issued a press release announcing new preclinical results demonstrating the synergistic efficacy of its SIL-204 candidate with first-line chemotherapy agents in pancreatic cancer treatment. A copy of the press release is furnished with this Current Report on Form 8-K (this “Form 8-K”) as
Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of
this Form 8-K, including the information in the press release furnished pursuant to this Item 7.01, shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in this Item
7.01 of this Form 8-K, including the information in the press release, shall not be deemed to be incorporated by reference in the filings of the registrant under
the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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104
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Cover Page Interactive Data File (formatted in Inline XBRL)
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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.
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SILEXION THERAPEUTICS CORP
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Date: January 15, 2025
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/s/ Ilan Hadar
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Name:
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Ilan Hadar
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Title:
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Chief Executive Officer
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Exhibit 10.1
AMENDMENT NO. 1
TO
ORDINARY SHARE PURCHASE AGREEMENT
BETWEEN
SILEXION THERAPEUTICS CORP
AND
WHITE LION CAPITAL, LLC
THIS AMENDMENT
NO. 1 TO ORDINARY SHARE PURCHASE AGREEMENT (this “Amendment”), effective January 14, 2025 (the “Amendment Effective Date”), is by and between Silexion Therapeutics Corp, a Cayman Islands exempted limited company (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Ordinary Share Purchase Agreement, dated August 13, 2024, by and between the Company and the Investor (the “Agreement”), to permit the Company to effect sales to the Investor pursuant to Accelerated Purchase Notices (as defined below). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
NOW, THEREFORE,
in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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1. |
Amendment to Article II.
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Article II of the Agreement is hereby amended by adding Sections 2.2(e) and 2.2(f), which shall read in their entirety as follows:
Section 2.2 (e)
Accelerated Purchase Notice.
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(e) |
Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company may deliver an Accelerated Purchase Notice to the Investor, subject to satisfaction of the conditions set forth in Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares, not to exceed the Accelerated Purchase Notice Limit, unless waived by Investor,
underlying an Accelerated Purchase Notice as DWAC Shares to the Investor’s Designated Brokerage Account alongside the delivery of the Accelerated Purchase Notice. An Accelerated Purchase Notice shall be deemed delivered on the Business
Day that the Investor provides written consent of the acceptance of the Accelerated Purchase Notice (the “Accelerated Purchase
Notice Date”). If the Investor does not provide written consent within 15 minutes of the delivery of the Accelerated Purchase Notice, the applicable
Accelerated Purchase Notice shall be deemed void unless waived by both the Company and the Investor. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or
fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2 of this Agreement and the transactions contemplated herein. Investor
shall not consent to accept an Accelerated Purchase Notice received less than one and a half (1.5) hours prior to the close of trading on the Principal Market, unless waived by the Investor in writing.
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Section 2.2 (f) Accelerated Purchase Closing
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(f) |
The Closing of an Accelerated Purchase Notice shall occur one (1) Business Day
following the Accelerated Purchase Notice Date (the “Accelerated
Purchase Closing Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Accelerated Purchase Closing
Date, the Accelerated Purchase Investment Amount by wire transfer of immediately available funds to an account designated by the Company.
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The following terms shall be defined as set forth below:
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“Accelerated Purchase Closing Date” shall have the meaning specified in Section 2.2(f).
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“Accelerated Purchase Investment Amount” shall mean the
applicable Purchase Notice Shares referenced in the Accelerated Purchase Notice multiplied by the applicable Accelerated Purchase Price.
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“Accelerated Purchase Notice” shall mean the closing of a purchase and sale of shares of Ordinary Shares as described in Section 2.2(e).
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“Accelerated Purchase Notice Date” shall have the meaning specified in Section 2.2(e).
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“Accelerated Purchase Notice Limit” shall mean five
percent (5%) of the Average Daily Trading Volume on the Accelerated Purchase Notice Date.
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f. |
“Accelerated Purchase Price” shall mean the product of
(i) lowest traded price of the Ordinary Shares during the Accelerated Valuation Period and (ii) ninety-nine percent (99%).
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“Accelerated Valuation Period” shall mean the two (2)
hour period following the Investor’s written confirmation of the acceptance of the applicable Accelerated Purchase Notice by Investor.
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The following terms shall be amended and restated as set forth below:
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“Purchase Notice” shall mean a written notice from
Company, substantially in the form of Exhibit A attached hereto (a “Rapid Purchase Notice Form”), Exhibit B attached hereto (a “Jumbo Purchase Notice Form”), or Exhibit E attached hereto (an “Accelerated Purchase Notice Form”) to the Investor and the Transfer Agent setting forth the Purchase Notice Shares which the Company
requires the Investor to purchase pursuant to the terms of this Agreement.
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Article V of the Agreement is hereby amended by amending and restating Section 5.1 in its entirety as follows:
Section 5.1 SHORT SALES AND CONFIDENTIALITY. Neither
the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, (i) has executed any Short Sales prior to the Effective Date and (ii) will execute any Short Sales during the period from the Effective
Date to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale of Ordinary Shares purchased under the applicable Purchase Notice after delivery of the Purchase Notice shall not be deemed a Short
Sale. The parties acknowledge and agree that during the Rapid Purchase Notice Date, Accelerated Valuation Period, and the Jumbo Purchase Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subject purchased
Purchase Notice Shares to third parties. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the
confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents. “Short Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.
Exhibit A attached hereto shall be added as Exhibit E to the Agreement.
2. Representations and Warranties. Each of the Investor and the Company represents and warrants that it has the authority
and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and
empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it
is a party or by which any of its properties are bound.
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(a) |
Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.
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(b) This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada as set
forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.
(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind
the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
** signature page follows **
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.
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SILEXION THERAPEUTICS CORP |
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By: /s/ Mirit Horenshtein Hadar
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Name: Mirit Horenshtein Hadar |
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Title: Chief Financial Officer |
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WHITE LION CAPITAL, LLC |
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By: /s/ Sam Yaffa
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Name: Sam Yaffa |
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Title: Managing Partner |
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EXHIBIT E
FORM OF ACCELERATED PURCHASE NOTICE
TO: WHITE LION CAPITAL LLC
We refer to the Ordinary Share Purchase Agreement, dated as of August 13, 2024 (as amended, the “Agreement”), entered into by and between Silexion
Therapeutics Corp, and White Lion Capital, LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used
herein.
We hereby:
1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the Accelerated Purchase Price; and
2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.
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SILEXION THERAPEUTICS CORP |
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Title: |
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Silexion Therapeutics Announces Additional Promising Preclinical
Data for SIL-204, Demonstrating Impressive Synergy with
First-Line Pancreatic Cancer Chemotherapies
Significant new preclinical results demonstrate synergistic activity of SIL-204 with 5-fluorouracil and irinotecan as
well as gemcitabine, reinforcing its potential to improve outcomes in KRAS-mutated pancreatic cancer and other cancers treated with similar therapies.
GRAND CAYMAN, Cayman Islands, January 15,
2025 – Silexion Therapeutics Corp. (NASDAQ: SLXN) (“Silexion” or the “Company”), a clinical-stage biotech developing RNA interference (RNAi) therapies for KRAS-driven cancers, today announced new preclinical results demonstrating the
synergistic efficacy of its proprietary second-generation siRNA candidate, SIL-204, in combination with components of first-line chemotherapy for pancreatic cancer. The additional preclinical data show that SIL-204 exhibits significant synergistic
activity with 5-fluorouracil and irinotecan—two main components commonly used in pancreatic cancer treatments—when tested in human pancreatic
tumor cell lines harboring KRAS G12D mutations, the most common mutation in pancreatic cancer. Moreover, synergistic activity was also observed with the chemotherapeutic agent gemcitabine.
This promising synergistic activity was observed after the confluence of these tumor cell lines, reflecting how SIL-204 may enhance the effects of 5-fluorouracil and irinotecan when used together, as well as that of gemcitabine. For example, in preclinical models, the combination of 5-fluorouracil and irinotecan with SIL-204 led to a significant reduction in cancer cell confluence after about three days compared to treatment
with the chemotherapy agents alone (p < 0.0005), further supporting the synergistic potential of SIL-204 in enhancing standard chemotherapy treatments. This comes on top of previous recent announcements from Silexion regarding
pre-clinical findings from the ongoing development of SIL-204, in line with earlier successes with the company’s first-generation product, LODER™ (siG12DLoder), which showed a significant improvement in overall survival in the siRNA plus chemotherapy
arm compared to chemotherapy alone in Phase 2 trials.
“These new findings, combined with the substantial milestones we have recently reported in developing SIL-204, suggest that Silexion’s
approach could potentially revolutionize the treatment landscape not only for pancreatic cancer but also for a wide range of KRAS-mutated cancers, which remain some of the most difficult to treat. The synergy demonstrated between SIL-204 and
first-line chemotherapies underscores its potential to enhance existing treatment regimens and address significant unmet needs across multiple oncology indications,” said Ilan Hadar, Chairman and CEO of Silexion.
As previously reported, Silexion is gearing up for the clinical development of SIL-204,
Planning to initiate toxicology studies with SIL-204 within the upcoming months and to advance SIL-204 into Phase 2/3 clinical trials in
the first half of 2026, focusing initially on locally advanced pancreatic cancer (LAPC) which has a notoriously high mortality rate. In parallel, the company plans to initiate preclinical studies for SIL-204, in colorectal cancer models.
About Silexion Therapeutics
Silexion Therapeutics (NASDAQ: SLXN) is a pioneering clinical-stage, oncology-focused biotechnology company developing innovative RNA
interference (RNAi) therapies to treat solid tumors driven by KRAS mutations, the most common oncogenic driver in human cancers. The company's first-generation product, LODER™, has shown promising results in a Phase 2 trial for non-resectable
pancreatic cancer. Silexion is also advancing its next-generation siRNA candidate, SIL-204, designed to target a broader range of KRAS mutations and showing significant potential in preclinical studies. The company remains committed to pushing the
boundaries of therapeutic innovation in oncology, with a focus on improving outcomes for patients with difficult-to-treat cancers. For more information please visit: https://silexion.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than
statements of historical fact contained in this communication, including statements regarding Silexion’s business strategy, ongoing studies, and plans for future trials, are forward-looking statements. These forward-looking statements are generally
identified by terminology such as "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the
negatives of these terms or variations of them or similar terminology. Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied in those
statements. Important factors that could cause such differences include, but are not limited to: (i) Silexion’s ability to successfully complete preclinical studies and initiate clinical trials; (ii) Silexion’s strategy, future operations, financial
position, projected costs, prospects, and plans; (iii) the impact of the regulatory environment and compliance complexities; (iv) expectations regarding future partnerships or other relationships with third parties; (v) Silexion’s future capital
requirements and sources and uses of cash, including its ability to obtain additional capital; and (vi) other risks and uncertainties set forth in the documents filed or to be filed with the SEC by the companyy, including the proxy
statement/prospectus filed with the SEC on July 17, 2024.. Silexion cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a
forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Silexion undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or
changes in beliefs, except as otherwise required by law.
CONTACT:
Silexion Therapeutics Corp
Ms. Mirit Horenshtein Hadar, CFO
mirit@silexion.com
ARX | Capital Markets Advisors
North American Equities Desk
silexion@arxadvisory.com
