Silexion Therapeutics Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Silexion Therapeutics (SLXN) filed an 8-K detailing a new material agreement and equity sales.

AI Summary

On January 29, 2025, Silexion Therapeutics Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Silexion Therapeutics Corp. was formerly known as Biomotion Sciences until May 6, 2024.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Silexion Therapeutics Corp (company) — Registrant
• Biomotion Sciences (company) — Former company name
• January 29, 2025 (date) — Date of earliest event reported
• May 6, 2024 (date) — Date of name change

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 — five year term at an exercise price of $1.35 per share (the "Existing Warrants). Pu
• $1.50 — rrant Shares"), at an exercise price of $1.50 per share. The Holders have also agreed
• $0.125 — agreed to pay the Company an additional $0.125 per New Warrant issued in the offering.
• $3.3 million — gregate gross proceeds of approximately $3.3 million from the exercise of the Existing Warra
• $1.8438 — ts will have an exercise price equal to $1.8438 per share (125% of the sum of the exerc
• $25,000 — also agreed to pay the Placement Agent $25,000 for non-accountable expenses, up to $50
• $50,000 — 000 for non-accountable expenses, up to $50,000 for the fees and expenses of the Placem
• $15,950 — al and other out-of-pocket expenses and $15,950 for clearing fees. The closing of the

Filing Documents

• zk2532621.htm (8-K) — 75KB
• exhibit_10-1.htm (EX-10.1) — 61KB
• exhibit_10-2.htm (EX-10.2) — 120KB
• exhibit_10-3.htm (EX-10.3) — 123KB
• 0001178913-25-000259.txt ( ) — 636KB
• slxn-20250129.xsd (EX-101.SCH) — 5KB
• slxn-20250129_def.xml (EX-101.DEF) — 18KB
• slxn-20250129_lab.xml (EX-101.LAB) — 27KB
• slxn-20250129_pre.xml (EX-101.PRE) — 20KB
• zk2532621_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 29, 2025, Silexion Therapeutics Corp (the "Company") entered into an inducement offer letter agreement (the "Inducement Letter") with certain holders (each a "Holder") of certain of the Company's existing warrants to purchase up to 2,221,523 shares of the Company's ordinary shares issued on January 17, 2025 with a five year term at an exercise price of $1.35 per share (the "Existing Warrants). Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 2,221,523 shares of the Company's ordinary shares at the exercise price of $1.35 per share in consideration of the Company's agreement to issue new ordinary share purchase warrants (the "New Warrants"), as described below, to purchase up to an aggregate of 2,221,523 shares of the Company's ordinary shares (the "New Warrant Shares"), at an exercise price of $1.50 per share. The Holders have also agreed to pay the Company an additional $0.125 per New Warrant issued in the offering. The Company expects to receive aggregate gross proceeds of approximately $3.3 million from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other offering expenses payable by the Company. The Company has engaged H.C. Wainwright & Co., LLC (the "Placement Agent") to act as its exclusive placement agent in connection with the transactions contemplated by the Inducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holders' exercise of the Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Warrants. Upon exercise for cash of any New Warrants, the Company has agreed in certain circumstances to pay the Placement Agent a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect the exercise of the New Warr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated herein by reference. Warning Concerning Forward Looking Statements This Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company's present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company's control. For example, this Current Report states that the closing of the offering is expected to close on or about January 30, 2025. In fact, the closing of the offering is subject to various conditions and contingencies as are customary in similar purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company's forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Form of Inducement Letter 10.2 Form of New Warrant 10.3 Form of Placement Agent Warrant 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 30, 2025 /s/ Ilan Hadar Name: Ilan Hadar Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR