Silexion (SLXN) Signs ATM Offering Agreement with H.C. Wainwright

Silexion Therapeutics Corp entered into an at-the-market offering agreement with H.C.

Accepted by SEC EDGAR 09/26/2025 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Silexion Therapeutics Corp entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC and filed the agreement as an exhibit. The filing shows the company executed an arrangement to sell shares into the open market over time through the placement agent, providing a flexible means to raise capital as needed. The document includes an executed signature block by the Chief Executive Officer, indicating the agreement is authorized by management.

Positive

• Flexible capital access through an at-the-market offering agreement with H.C. Wainwright & Co., LLC
• Management authorization evidenced by the CEO's executed signature block

Negative

• Potential shareholder dilution if shares are sold into the market under the ATM arrangement
• Funding highly dependent on market conditions, so proceeds and timing are uncertain

Insights

Capital Markets Analyst

ATM gives the company flexible access to public equity capital.

An at-the-market (ATM) offering allows Silexion to sell newly issued shares incrementally into the market through H.C. Wainwright & Co., LLC rather than in a single large placement. This structure is commonly used to match funding to need and to avoid a concentrated block sale.

Primary dependencies are market liquidity and share price; proceeds and timing will vary with trading conditions and the company’s funding needs.

Corporate Counsel

Formal execution and filing were completed, showing internal authorization.

The document includes an executed signature from the Chief Executive Officer, which is the typical corporate authorization step for an offering agreement. The agreement is filed as an exhibit, establishing public disclosure of the arrangement.

Legal considerations include compliance with securities laws during sales and the mechanics of the placement agent engagement; specific terms and limits of the agreement are not disclosed in the provided text.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Silexion (SLXN) file in this 8-K?

The company filed an at-the-market offering agreement with H.C. Wainwright & Co., LLC as an exhibit (Exhibit 10.1).

Who is the placement agent for the ATM agreement for SLXN?

H.C. Wainwright & Co., LLC is named as the placement agent in the agreement.

Does the filing show company authorization for the agreement?

Yes; the filing includes an executed signature block signed by the Chief Executive Officer.

Will this agreement immediately change SLXN's share count or cash balance?

No; an ATM agreement permits sales over time. No specific share amounts or proceeds are disclosed in the provided text.

Are the terms (size or cap) of the ATM disclosed?

No; the provided content does not disclose any maximum offering size, pricing terms, or limits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 26, 2025

Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)

Cayman Islands		001-42253		N/A
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

12 Abba Hillel Road Ramat-Gan, Israel		5250606
(Address of principal executive offices)		(Zip Code)

+972-3-7564999

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.0135 per share		SLXN		The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $1,552.50 per share		SLXNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2025, Silexion Therapeutics Corp (the “Company”), entered into an At The Market Offering Agreement, (the “Offering Agreement”), with H.C. Wainwright & Co., LLC, as agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright ordinary shares of the Company, par value $0.0135 per share (the “Ordinary Shares”), having an aggregate offering price of up to $13.17 million (the “Shares”).

Any sale of the Shares under the Offering Agreement will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus to be filed by the Company with the Securities and Exchange Commission (the “SEC”), on September 26, 2025, after such Registration Statement is declared effective by the SEC.

Pursuant to the Offering Agreement, Wainwright may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) including sales made by means of ordinary brokers’ transactions, including on The Nasdaq Capital Market, at market prices or as otherwise permitted by law. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares pursuant to the Offering Agreement from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.

The Company is not obligated to make any sales of the Shares under the Offering Agreement. The offering of Shares pursuant to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the Shares subject to the Offering Agreement and (b) the termination of the Offering Agreement by Wainwright or the Company, as permitted therein.

The Company will pay to Wainwright a cash commission of 3% of the gross sales price of any Ordinary Shares sold under the Offering Agreement and has agreed to provide Wainwright with customary indemnification and contribution rights. The Company will also reimburse Wainwright for certain specified expenses in connection with entering into the Offering Agreement.

The Offering Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The foregoing description of the Offering Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		At the Market Offering Agreement, dated September 26, 2025, between the Company and H.C. Wainwright & Co., LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents)

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 26, 2025	By: /s/ Ilan Hadar
	Name:	Ilan Hadar
	Title:	Chief Executive Officer