Silexion Therapeutics Corp美股招股说明书(2025-01-17版)

2,145,998 Ordinary Shares and accompanying2,145,998 Ordinary Warrants to Purchase up to 2,145,998 Ordinary Shares1,557,705 Pre-funded Warrants to Purchase up to 1,557,705 Ordinary SharesAnd accompanying 1,557,705 Ordinary Warrants to Purchase up to 1,557,705 Ordinary Shares259,259 Placement Agent Warrants to Purchase up to 259,259 Ordinary Shares5,520,667 Ordinary Shares Issuable Upon Exercise of the Ordinary Warrants,Pre-funded Warrants and Placement Agent Warrants We are offering 2,145,998 ordinary shares, par value $0.0009 per share of Silexion Therapeutics Corp, aCayman Islands exempted company (“New Silexion”, the “Company”, “our company”, “we” or “us”), together with3,703,703 ordinary warrants to purchase up to 3,703,703 ordinary shares at the public offering price of $1.35 pershare and ordinary warrant pursuant to this prospectus. The ordinary shares and ordinary warrants will be sold in afixed combination, with each ordinary share accompanied by one warrant to purchase one ordinary share. We are also offering to those purchasers, if any, whose purchase of our ordinary shares in this offeringwould otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owningmore than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediatelyfollowing the consummation of this offering, the opportunity, in lieu of purchasing ordinary shares, to purchase1,557,705 pre-funded warrants to purchase up to 1,557,705 ordinary shares. Each pre-funded warrant will beimmediately exercisable for one ordinary share at any time at the option of the holder until such pre-funded warrantis exercised in full, provided that the holder will be prohibited from exercising pre-funded warrants for ordinaryshares if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would ownmore than 4.99% (or, at the election of the purchaser, 9.99%) of the total number of ordinary shares then issued andoutstanding. The purchase price of each pre-funded warrant is $1.3499 (which is equal to the public offering priceper ordinary share and ordinary warrant to be sold in this offering minus $0.0001, the exercise price per ordinaryshare of each pre-funded warrant). The pre-funded warrants will be sold together with ordinary warrants in a fixedcombination, with each pre-funded warrant to purchase one ordinary share accompanied by one ordinary warrant topurchase one ordinary share. Each ordinary warrant will have an exercise price of $1.35 per share (which is equal to 100% of the publicoffering price per ordinary share to be sold in this offering), will be exercisable upon issuance and will expire on thefifth anniversary of the issuance date. We are also registering the ordinary shares issuable from time to time upon the exercise of the pre-fundedwarrants, ordinary warrants and placement agent warrants offered hereby. Our ordinary shares and warrants are listed on The Nasdaq Global Market under the symbols “SLXN” and“SLXNW,” respectively. On January 10, 2025, the closing price of our ordinary shares was $1.94 per share and theclosing price of our warrants was $0.0251 per warrant. There is no established public trading market for the pre-funded warrants and we do not expect a market to develop. Without an active trading market, the liquidity of thosewarrants will be limited. In addition, we do not intend to list the pre-funded warrants on The Nasdaq Global Market,any other national securities exchange or any other trading system.We have engaged H.C. Wainwright & Co., LLC, or the Placement Agent, to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrangefor the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of thesecurities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specificnumber of securities or dollar amount. We have agreed to pay to the Placement Agent the placement agent fees setforth in the table, which assumes that we sell all of the securities offered by this prospectus. There is no minimumoffering requirement as a condition of closing of this offering. We will bear all costs associated with the offering andinvestors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficientto pursue our business goals described in this prospectus. Further, any proceeds from the sale of securities offered byus will be available for our immediate use, despite uncertainty about whether we would be able to use such funds toeffectively implement our business plan. See “Plan of Distribution” on page 143 of this prospectus for moreinformation regarding these arrangements.On November 27, 2024, we effected a 1-for-9 reverse share split of our authorized ordinary shares, including our issu