Silexion Therapeutics Corp. Enters Material Definitive Agreement

TL;DR

Silexion (SLXN) signed a big deal on Jan 15th. Details to follow.

AI Summary

On January 15, 2025, Silexion Therapeutics Corp. entered into a material definitive agreement. The company, formerly known as Biomotion Sciences until May 6, 2024, is incorporated in the Cayman Islands and has its principal executive offices in Ramat-Gan, Israel.

Why It Matters

This filing indicates a significant new contract or partnership for Silexion Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, which could involve significant financial commitments or strategic shifts, but the specifics are not yet disclosed.

Key Players & Entities

• Silexion Therapeutics Corp (company) — Registrant
• January 15, 2025 (date) — Date of earliest event reported
• Biomotion Sciences (company) — Former company name
• May 6, 2024 (date) — Date of name change
• Cayman Islands (jurisdiction) — State of incorporation
• Ramat-Gan, Israel (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0009 — registered Ordinary Shares, par value $0.0009 per share SLXN The Nasdaq Stock Mar
• $103.50 — Ordinary Shares at an exercise price of $103.50 per share SLXNW The Nasdaq Stock Ma
• $1.35 — e " Warrants "), at a purchase price of $1.35 per Share and accompanying Investor War
• $1.3499 — and accompanying Investor Warrant, and $1.3499 per Pre-Funded Warrant and accompanying
• $5 million — rants) are expected to be approximately $5 million. The Offering is expected to close on o
• $0.0001 — ely exercisable at an exercise price of $0.0001 per Ordinary Share and will not expire
• $25,000 — eement to reimburse the Placement Agent $25,000 for non-accountable expenses and up to
• $100,000 — for non-accountable expenses and up to $100,000 for fees and expenses of legal counsel
• $1.6875 — gent Warrants have an exercise price of $1.6875 per Ordinary Share (representing 125% o
• $4.26 million — any from the Offering are approximately $4.26 million before deducting estimated offering exp

Filing Documents

• zk2532563.htm (8-K) — 64KB
• exhibit_4-1.htm (EX-4.1) — 101KB
• exhibit_4-2.htm (EX-4.2) — 97KB
• exhibit_4-3.htm (EX-4.3) — 97KB
• exhibit_10-1.htm (EX-10.1) — 197KB
• exhibit_99-1.htm (EX-99.1) — 11KB
• 0001178913-25-000143.txt ( ) — 887KB
• slxn-20250115.xsd (EX-101.SCH) — 5KB
• slxn-20250115_def.xml (EX-101.DEF) — 18KB
• slxn-20250115_lab.xml (EX-101.LAB) — 27KB
• slxn-20250115_pre.xml (EX-101.PRE) — 20KB
• zk2532563_htm.xml (XML) — 6KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On January 15, 2025, Silexion Therapeutics Corp (the " Company " or " Silexion ") offered and sold in a public offering on a best efforts basis (the " Offering ") (i) 2,145,998 of the Company's ordinary shares (the " Shares "), par value $0.0009 per share (" Ordinary Shares "), (ii) 1,557,705 pre-funded warrants to purchase up to 1,557,705 Ordinary Shares (the " Pre-Funded Warrants "), and (iii) 3,703,703 warrants to purchase up to 3,703,703 Ordinary Shares (the " Investor Warrants " and together with the Pre-Funded Warrants, the " Warrants "), at a purchase price of $1.35 per Share and accompanying Investor Warrant, and $1.3499 per Pre-Funded Warrant and accompanying Investor Warrant. Aggregate gross proceeds from the Offering (without taking into account any proceeds from any future exercises of Warrants) are expected to be approximately $5 million. The Offering is expected to close on or about January 17, 2025 (the " Closing Date "), subject to the satisfaction of customary closing conditions. The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.0001 per Ordinary Share and will not expire until exercised in full. The Investor Warrants have an exercise price of $1.35 per Ordinary Share, are immediately exercisable, and may be exercised for five years from issuance. A holder of the Warrants will not have the right to exercise any portion of its Pre-Funded Warrants and Investor Warrants if the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates or any other persons whose beneficial ownership of ordinary shares would be aggregated with the holder's or any of the holder's affiliates), would beneficially own ordinary shares in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of the ordinary shares outstanding immediately after giving effect to such exercise. Certain in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Ordinary Warrant to be sold in the Offering 4.2 Form of Pre-Funded Warrant to be sold in the Offering 4.3 Form of Placement Agent Warrant to be issued to the Placement Agent 10.1 Securities Purchase Agreement, dated January 15, 2025, by and between the Company and each investor party thereto 99.1 Press release issued by the Company on January 15, 2025 announcing the pricing of the Offering 104 Cover Page Interactive Data File (formatted in Inline XBRL) 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 17, 2025 /s/ Ilan Hadar Name: Ilan Hadar Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR