[D] Silexion Therapeutics Corp SEC Filing

Rhea-AI Filing Summary

Silexion Therapeutics Corp filed a Form D reporting new warrants issued on 2025-08-01 and an aggregate offering amount of $3,597,662, which equals the exercise price of those new warrants. The filing states total amount sold $3,597,662 with $0 remaining. The new instruments include 304,212 investor warrants at $11.32/share and 10,647 agent warrants at $14.4625/share. The issuer is a Cayman Islands corporation formed in 2024 with its principal place of business in Ramat Gan, Israel.

The company reports No Revenues and 11 investors in this offering. It relied on Rule 506(b) and engaged H.C. Wainwright as the associated broker-dealer. Reported fees include $140,789 in sales commissions and $909,500 in finders' fees. Silexion expects any proceeds from future exercise of the new warrants to be used for general corporate purposes and states $0 will be paid to executive officers, directors, or promoters.

Positive

• Offering fully sold: Total amount sold of $3,597,662 with $0 remaining.
• Clear use of proceeds: Company expects to use proceeds from warrant exercises for general corporate purposes and reports $0 to be paid to executives/directors.
• Professional placement: Engagement of H.C. Wainwright & Co., LLC as associated broker-dealer.

Negative

• No revenues: Issuer reports No Revenues, indicating early-stage operations with limited internal cash flow.
• High transaction costs: Reported finders' fees of $909,500 plus sales commissions of $140,789 (total ~$1,050,289) represent a large percentage (~29%) of the offering proceeds.
• Potential dilution: New investor and agent warrants (304,212 and 10,647 respectively) create future dilution if exercised.

Insights

Financial Analyst

TL;DR: A small equity raise via warrant exercises provides liquidity but carries high issuance costs relative to proceeds.

The filing documents $3.60M of warrant exercise value fully sold, which supplies near-term capital for an issuer reporting No Revenues. Transaction economics weaken the net benefit: combined sales commissions and finders' fees total $1,050,289, about 29% of the offering. The structure (investor and agent warrants) will create further potential dilution if exercised. For a recently formed Cayman biotech (2024), the raise is material for operations but costly.

Corporate Governance Expert

TL;DR: High finder and commission payments raise governance and capital-efficiency concerns for a no-revenue company.

The Form D discloses $909,500 in finders' fees plus $140,789 in sales commissions and related expenses, which represent a substantial portion of the $3,597,662 offering. While the company confirms no proceeds will be paid to insiders and intends to use proceeds for general corporate purposes, the fee levels and issuance of agent warrants warrant scrutiny from investors focused on dilution and effective stewardship of scarce capital.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0002022416

Biomotion Sciences

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Silexion Therapeutics Corp

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2024
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Silexion Therapeutics Corp
Street Address 1		Street Address 2
12 ABBA HILLEL ROAD
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RAMAT GAN	ISRAEL	5250606	+972-3-756-4999

3. Related Persons

Last Name	First Name	Middle Name
Hadar	Ilan
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Horenshtein-Hadar	Mirit
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Alon	Ruth
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Levin	Ilan
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lushi	Avner
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Noy	Shlomo
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Peled	Amnon
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Abramov	Dror
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Shirvan	Mitchell
Street Address 1	Street Address 2
c/o Silexion Therapeutics Corp	12 Abba Hillel Road
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5250606

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
X	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-01				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue	3rd Floor
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CONNECTICUT FLORIDA ILLINOIS KENTUCKY NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$3,597,662	USD	or Indefinite
Total Amount Sold	$3,597,662	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Form D covers new warrants issued 8/1/2025: investor warrants (304,212 at $11.32/share) and agent warrants (10,647 at $14.4625/share). Excludes exercise of warrants issued Jan 2025. Total offering amount equals exercise price of new warrants.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

11

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$140,789	USD	Estimate
Finders' Fees	$909,500	USD	Estimate

Clarification of Response (if Necessary):

7% cash fee + 1% mgmt. fee to H.C. Wainwright on warrant exercise proceeds. Finder's fees: $25,000 expense allowance, $50,000 legal/out-of-pocket expenses, & $15,950 clearing fees. HCW agent warrants instead included in Item 13.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Silexion Therapeutics Corp expects to use any proceeds from the future exercise of the new warrants for general corporate purposes. No proceeds are expected to be paid to executive officers, directors, or promoters.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Silexion Therapeutics Corp	/s/ Ilan Hadar	Ilan Hadar	Chief Executive Officer	2025-08-11

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did Silexion Therapeutics (SLXN) disclose in the Form D?

The Form D discloses new warrants issued on 2025-08-01 with an aggregate offering amount of $3,597,662, fully sold, and 11 investors.

How many and what type of securities were included in the offering?

The filing lists equity and options/warrants: 304,212 investor warrants at $11.32 and 10,647 agent warrants at $14.4625.

How much did Silexion pay in fees and commissions?

Reported fees include $140,789 in sales commissions and $909,500 in finders' fees (total $1,050,289).

Will any proceeds go to company insiders?

No. The filing states $0 of the offering proceeds are expected to be paid to executive officers, directors, or promoters.

What will the proceeds be used for?

Silexion states it expects to use proceeds from future exercise of the new warrants for general corporate purposes.