Silexion Therapeutics Reports Equity Issuance

TL;DR

SLXN issued new shares and warrants, watch for dilution!

AI Summary

Silexion Therapeutics Corp. reported on September 15, 2025, regarding unregistered sales of equity securities and other events. The company, formerly known as Biomotion Sciences, is incorporated in the Cayman Islands and listed on NASDAQ under the ticker SLXN. This filing details the issuance of warrants and ordinary shares.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the issuance of new equity securities, which could impact the stock price.

Risk Assessment

Risk Level: medium — The issuance of unregistered equity securities and warrants can lead to dilution and uncertainty for existing shareholders.

Key Players & Entities

• Silexion Therapeutics Corp (company) — Registrant
• Biomotion Sciences (company) — Former Company Name
• September 15, 2025 (date) — Report Date
• NASDAQ (company) — Exchange
• SLXN (ticker) — Ticker Symbol

FAQ

Key Financial Figures

• $0.0135 — registered Ordinary Shares, par value $0.0135 per share SLXN The Nasdaq Stock Mar
• $1,552.50 — Ordinary Shares at an exercise price of $1,552.50 per share SLXNW The Nasdaq Stock Ma
• $1.8 million — nversion by Silexion of an aggregate of $1.8 million of the outstanding amount under the Ame
• $3.4 million — 024, in an original principal amount of $3.4 million (the " Sponsor Convertible Note "), iss
• $4.00 — to the Sponsor. The conversion price of $4.00 per ordinary share reflects the price p
• $1.6 million — the Sponsor Convertible Note stands at $1.6 million. The unregistered issuance of the ordi
• $9.41 million — s shareholders' equity is approximately $9.41 million. Therefore, the Company believes that i
• $2.5 million — s the Company's achievement of at least $2.5 million of shareholders' equity for listing on
• $9.41 m — y to its current level of approximately $9.41 million, as compared to (a) $0.1 million
• $0.1 million — ately $9.41 million, as compared to (a) $0.1 million of shareholders' equity as of June 30,
• $0.7 million — 0-Q "), and (b) a capital deficiency of $0.7 million as of July 31, 2025, as shown in the at
• $20.25 — exercise term and an exercise price of $20.25 per share, and (ii) 129,638 warrants to
• $22.50 — exercise term and an exercise price of $22.50 per share ((i) and (ii), collectively,
• $11.57 — Warrants at a reduced exercise price of $11.57 per share in consideration for the issu
• $11.32 — ordinary shares at an exercise price of $11.32 per share. The Company received aggrega

Filing Documents

• zk2533784.htm (8-K) — 65KB
• exhibit_99-1.htm (EX-99.1) — 99KB
• 0001178913-25-003329.txt ( ) — 344KB
• slxn-20250915.xsd (EX-101.SCH) — 5KB
• slxn-20250915_def.xml (EX-101.DEF) — 18KB
• slxn-20250915_lab.xml (EX-101.LAB) — 27KB
• slxn-20250915_pre.xml (EX-101.PRE) — 20KB
• zk2533784_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Issuance of Shares Upon Partial Conversion of Sponsor Promissory Note On September 15, 2025, Silexion Therapeutics Corp, a Cayman Islands exempted company (" Silexion " or the " Company ") issued 450,000 ordinary shares, par value $0.0135 per share, of Silexion (" ordinary shares "), to Moringa Sponsor, LP (the " Sponsor ") upon conversion by Silexion of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, in an original principal amount of $3.4 million (the " Sponsor Convertible Note "), issued by Silexion to the Sponsor. The conversion price of $4.00 per ordinary share reflects the price per ordinary share (including an ordinary share issuable upon exercise of a pre-funded warrant), and accompanying two ordinary warrants to purchase two ordinary shares, sold in the Company's best-efforts public offering, for which H.C. Wainwright & Co. served as placement agent, which was completed on September 12, 2025 (the " September 2025 Public Offering "). Following the conversion, the outstanding amount owed by Silexion to the Sponsor under the Sponsor Convertible Note stands at $1.6 million. The unregistered issuance of the ordinary shares made pursuant to the foregoing conversion of the Sponsor Convertible Note was effected by the Company in reliance on Section 4(a)(2) of the Securities Act, as amended (the " Securities Act ") and/or Rule 506 of Regulation D under the Securities Act.

01 Other Events

Item 8.01 Other Events. Affirmation of Compliance with Nasdaq Shareholders Equity Requirement As set forth in the pro forma balance sheet attached hereto as Exhibit 99.1, as a result of the below-described transactions, the Company hereby affirms that as of the date of this filing, its shareholders' equity is approximately $9.41 million. Therefore, the Company believes that it has achieved compliance with, and it furthermore expects to comply on a long-term basis with, the Equity Requirement under Nasdaq Listing Rule 5550(b)(1) (as defined and described below). The Company awaits Nasdaq's confirmation that the Company has successfully evidenced that compliance. As previously reported, on July 7, 2025, the Company received a favorable decision from a Nasdaq hearings panel for a hearing held on June 26, 2025, granting the Company's request to remain listed on Nasdaq subject to certain conditions. Under the terms of the decision for the hearing, the listing of the Company's ordinary shares and warrants was transferred from the Nasdaq Global Market to the Nasdaq Capital Market on July 8, 2025, and continued listing on that market was conditioned on the Company's fulfillment of the terms of a compliance plan that it had presented to the Nasdaq panel at the hearing. The primary requirement of that compliance plan, as reflected in the hearings panel decision, was the Company's achievement of at least $2.5 million of shareholders' equity for listing on the Nasdaq Capital Market on a continued basis pursuant to Nasdaq Listing Rule 5550(b)(1) (the " Equity Requirement "), to be affirmed in a report to be filed under the Securities Exchange Act of 1934, as amended (the " Exchange Act ") on or before September 19, 2025. That achievement, demonstrating the Company's restoration of compliance with, and expected long-term compliance with, the Equity Requirement, was to be reflected in a balance sheet not older than 60 days, with pro forma adjustments reflecting significant tran

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company. These forward-looking statements generally are identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company's actual results to differ from those contained in the forward-looking statements, please see the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 18, 2025, as updated by the Company's subsequent reports and filings with the SEC, both under the Exchange Act and the Securities Act of 1933, as amended. All information in this Form 8-K is provided as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Pro forma unaudited balance sheet of Silexion Therapeutics Corp as of July 31, 2025 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: September 15, 2025 By: /s/ Ilan Hadar Name: Ilan Hadar Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR