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

Filed pursuant to Rule 424(b)(3)Registration No. 333-284873 Up to 2,377,030 Ordinary Shares This prospectus relates to the resale, from time to time, by the securityholders named herein (the “Selling Securityholders”)of up to 2,377,030ordinary shares, par value $0.0009 per share (“ordinary shares” or “New Silexion ordinary shares”) of Silexion Therapeutics Corp, a Cayman Islandsexempted company (“New Silexion”, the “Company”, “our company”, “we” or “us”), issuable upon the exercise of warrants, as further describedbelow under “Prospectus Summary — Recent Developments — Warrant Repricing.” The Selling Securityholders are identified in the table commencing on page 131. We will not receive any proceeds from the sale of the ordinaryshares by the Selling Securityholders. All net proceeds from the sale of the ordinary shares covered by this prospectus will go to the SellingSecurityholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See“Use of Proceeds.” The Selling Securityholders may sell all or a portion of the ordinary shares from time to time in market transactions through any market onwhich our ordinary shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the thenprevailing market price or at negotiated prices 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 expenses attributable to their sales of securities.We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the sale of the securities offered hereby,including legal and accounting fees. See “Plan of Distribution.” On November27, 2024, we effected a 1-for-9 reverse share split of our authorized ordinary shares, including our issued and outstandingordinary shares, with a market effectiveness date of November 29, 2024. Unless specifically provided otherwise herein, all of our (but not that ofMoringa Acquisition Corp) share, per share and related option and warrant information presented in this prospectus has been retroactively adjusted toreflect the reduced 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 March26, 2025, the last reported sales price of our ordinary shares was $1.16 per share and the last reported sales price of our warrants was $0.0600 perwarrant. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced publiccompany reporting requirements. This prospectus complies with the requirements 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 sectiontitled “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities,or passed upon the accuracy or adequacy of this prospectus. Any representation 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 and Exchange Commission (the “SEC”) usingthe “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the ordinary shares offeredby them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the ordinary shares offered bythem described in this prospectus, except with respect to amounts received by us upon exercise of warrants to the extent such warrants are exercised forcash. Given the current price level of our ordinary shares, there is no certainty that warrant holders will exercise their warrants and, accordingly, we maynot receive any proceeds in relation to our outstanding warrants. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations otherthan those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or towhich we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these ordinary shares in any jurisdictionwhere the offer o