Silexion Therapeutics Corp美股招股说明书(2025-04-01版)

Up to 2,377,030 Ordinary Shares This prospectus relates to the resale, from time to time, by the securityholders named herein (the “SellingSecurityholders”)of up to 2,377,030 ordinary shares, par value $0.0009 per share (“ordinary shares” or “NewSilexion ordinary shares”) of Silexion Therapeutics Corp, a Cayman Islands exempted company (“New Silexion”,the “Company”, “our company”, “we” or “us”), issuable upon the exercise of warrants, as further described belowunder “Prospectus Summary — Recent Developments — Warrant Repricing.” The Selling Securityholders are identified in the table commencing on page 131. We will not receive anyproceeds from the sale of the ordinary shares by the Selling Securityholders. All net proceeds from the sale of theordinary shares covered by this prospectus will go to the Selling Securityholders. However, we may receive theproceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See “Use ofProceeds.” The Selling Securityholders may sell all or a portion of the ordinary shares from time to time in markettransactions through any market on which our ordinary shares are then traded, in negotiated transactions orotherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiatedprices directly or through a broker or brokers, who may act as agent or as principal or by a combination of suchmethods of sale. The Selling Securityholders will pay all brokerage fees and commissions and similar expensesattributable to their sales of securities. We will pay the expenses (except brokerage fees and commissions andsimilar expenses) incurred in registering the sale of the securities offered hereby, including legal and accountingfees. See “Plan of Distribution.” On November 27, 2024, we effected a 1-for-9 reverse share split of our authorized ordinary shares,including our issued and outstanding ordinary shares, with a market effectiveness date of November 29, 2024.Unless specifically provided otherwise herein, all of our (but not that of Moringa Acquisition Corp) share, per shareand related option and warrant information presented in this prospectus has been retroactively adjusted to reflect thereduced number of shares and the increase in the share price which resulted from the reverse share split.Our ordinary shares and warrants are listed on The Nasdaq Stock Market under the symbols “SLXN” and “SLXNW,” respectively. On March 26, 2025, the last reported sales price of our ordinary shares was $1.16 per shareand the last reported sales price of our warrants was $0.0600 per warrant.We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. This prospectus complies with therequirements that apply to an issuer that is an emerging growth company.Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of this prospectus, and undersimilar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense. Prospectus dated April 1, 2025 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities andExchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, theSelling Securityholders may, from time to time, sell the ordinary shares offered by them described in thisprospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the ordinary sharesoffered by them described in this prospectus, except with respect to amounts received by us upon exercise ofwarrants to the extent such warrants are exercised for cash. Given the current price level of our ordinary shares,there is no certainty that warrant holders will exercise their warrants and, accordingly, we may not receive anyproceeds in relation to our outstanding warrants. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information orto make any representations other than those contained in this prospectus or any applicable prospectus supplementor any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor theSelling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. Neither we nor the Selling Securityholders will make an offer to sell theseordinary shares in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement o