Massive share authorization, equity pool changes at Silexion (NASDAQ: SLXN)

Rhea-AI Filing Summary

Silexion Therapeutics Corp is calling an extraordinary general meeting to ask shareholders to approve a large increase in its authorized share capital and a bigger automatic share pool for equity incentives. The company proposes raising authorized ordinary shares from 9,000,000 to 59,000,000, adding 50,000,000 new authorized shares at the same par value. Management explains this is needed to maintain compliance with Nasdaq’s minimum $2.5 million shareholders’ equity requirement and to fund pre-clinical and clinical development of its RNAi therapies and potential business development deals. Silexion also seeks to amend its 2024 Equity Incentive Plan so that, starting January 1, 2026, the annual “evergreen” increase keeps all equity incentive plans at 10% of fully diluted shares, instead of a fixed 5% of outstanding shares. Both proposals require approval by an ordinary majority of votes cast, and the board unanimously recommends voting in favor.

Insights

Equity & governance analyst

Share authorization jumps sharply, enabling funding and future dilution.

Silexion is asking shareholders to increase authorized ordinary shares from 9,000,000 to 59,000,000, a 556% rise, and to expand the evergreen feature in its 2024 Equity Incentive Plan to target 10% of fully diluted share capital.

The company currently has 3,126,651 ordinary shares outstanding and all remaining 5,873,349 authorized but unissued shares are reserved for warrants, equity plans, an at-the-market program with H.C. Wainwright and a convertible note. Management states no unreserved authorized shares remain, constraining its ability to raise equity needed to stay above Nasdaq’s $2.5 million shareholders’ equity threshold.

If approved, the new capacity would allow multiple equity financings, warrant exercises, note conversions and stock-based compensation, which the filing acknowledges could significantly dilute existing holders and pressure the share price. Actual impact will depend on deal terms and the pace of issuances as Silexion funds its RNAi programs and potential asset acquisitions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

SILEXION THERAPEUTICS CORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

Silexion Therapeutics Corp

12 Abba Hillel Road

Ramat-Gan, Israel 5250606

+972-3-7564999

February __, 2026

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting” or “meeting”) of Silexion Therapeutics Corp (“Silexion”, the “Company”, “our company”, “we” or “us”), which will be held at 9:00 a.m., Eastern time/ 3:00 p.m. local (Israel) time, on _________, March __, 2026 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The extraordinary general meeting may also be attended virtually over the internet. You will be able to attend, and submit your questions during (but not speak at or vote at), the extraordinary general meeting online by visiting https://www.cstproxy.com/silexion/egm2026, or by calling 1-800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply), conference ID _______#.

At the extraordinary general meeting, we will present for your approval two proposals:

Proposal 1 - Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company by 50,000,000 ordinary shares, from US$121,500 divided into 9,000,000 ordinary shares of a par value of US$0.0135 each (which is our current authorized share capital), to US$796,500 divided into 59,000,000 ordinary shares of a par value of US$0.0135 each.

Proposal 2 - Equity Incentive Plan Evergreen Increase Proposal:  An amendment to the Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”), effective as of January 1, 2026, to increase the number of ordinary shares added annually on January 1st under the “evergreen” provision of Section 5(b)(i) of the 2024 Plan from (i) 5% of the Company’s issued and outstanding ordinary shares, to (ii) such number of ordinary shares as yields a pool of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis.

We refer to the foregoing proposals as the “Authorized Share Capital Increase Proposal” and the “Evergreen Increase Proposal”, respectively. Under the laws of the Cayman Islands and, in the case of the Authorized Share Capital Increase Proposal, Article 17.1.1 of our Amended and Restated Articles of Association, an ordinary resolution adopted by a majority of our shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting (including a unanimous written resolution) is needed for approval of each proposal. Abstentions will have no effect on the outcome of the vote on either proposal under Cayman Islands law.

The Authorized Share Capital Increase Proposal is intended to enable us to maintain compliance with Nasdaq Listing Rule 5550(b)(1), which requires that our company have at least $2.5 million of shareholders’ equity under the Equity Standard of the Nasdaq Capital Market, on which our ordinary shares and warrants are listed. Our issuance of equity securities in value-enhancing transactions, whether extraordinary or ordinary-course, will serve as the primary means by which we can effectively achieve that goal, and for that, we will need additional authorized share capital. Our Nasdaq listing is a critical asset of our company and our shareholders, as it enhances the price and liquidity of, and the trading market for, our securities, and it is therefore in the best interest of our shareholders that we preserve it.

Beyond the purpose of maintaining our Nasdaq listing, we require the increased share capital for the basic financing needs of our operations and potential business development transactions, in keeping with our goal of creating substantive value for our shareholders. As we navigate the upcoming critical period in the pre-clinical and clinical development of our innovative RNA interference (RNAi) therapies to treat solid tumors driven by KRAS mutations, we will need both sufficient funding and transactional flexibility for that development process. An enhanced authorized share capital will provide us with that requisite flexibility to conduct those financings and to explore potential business development transactions. That, in turn, can help us to advance our product candidates, as well as potential complementary assets, which together will serve as the primary means by which we can increase the value of our company and our ordinary shares for our shareholders.

Under the current authorized share capital set forth in our Amended and Restated Memorandum of Association, we do not have any authorized unissued ordinary shares available for issuance, beyond shares already reserved for issuance under outstanding warrants, and limited numbers of shares reserved for issuance under our equity incentive plans, the convertible promissory note held by the Moringa sponsor, and our At-the-Market (ATM) financing program with H.C. Wainwright & Co. Absent an increase to our available share capital, we will be unable to maintain compliance with the minimal Nasdaq shareholders’ equity requirement, or with our operational goals related to value creation. The increase to our authorized share capital by 50,000,000 ordinary shares for which we will seek approval at the meeting represents the minimum increase that is needed to enable us to maintain Nasdaq listing compliance, while continuing to progress with our pre-clinical and clinical programs and with potential complementary business development opportunities for the creation of shareholder value, for the near-to-mid-term period.

The Evergreen Increase Proposal is aimed at ensuring that we have a sufficient number of ordinary shares available on an ongoing basis to provide equity incentives to employees, officers and directors in amounts determined appropriate by Silexion’s compensation committee, board of directors and management. Our issued and outstanding share capital is dynamic, given the large number of financing and other transactions that we need to effect relatively frequently to meet our basic operating needs. That, in turn, mandates that at the start of each year, we have a sufficiently large increase to the reserve under the 2024 Plan via the “evergreen” mechanism to enable us to adequately incentivize employees, officers and directors in a customary manner that takes into account the expected increase in issued and outstanding share capital in that upcoming year. The proposed “evergreen” increase would furthermore conform with the customary limit on dilution to shareholders from equity incentive compensation that is supported by institutional shareholder groups.

The formal notice of, and the proxy statement for, the extraordinary general meeting accompany this letter.

Whether or not you plan to attend the extraordinary general meeting, it is important that your shares be represented and voted at the meeting. After reading the attached formal notice and proxy statement, please promptly vote. If you are a shareholder of record, you can vote by completing and returning the enclosed proxy card or by going online to www.cstproxyvote.com and utilizing the control number appearing on your proxy card to vote. If you hold your shares in “street name” through a bank, broker or other nominee, you can provide voting instructions to your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting, either via the enclosed voting instruction form or online— at www.proxyvote.com--   as described in the enclosed instructions.

If you have any questions or need assistance voting your ordinary shares, please contact Mirit Horenshtein Hadar, our Chief Financial Officer and Secretary, by calling +972-3-756-4999, or by emailing mirit@silexion.com.

Thank you for your participation. We look forward to your continued support.

Sincerely,

/s/ Ilan Hadar

Chairman of the Board and Chief Executive Officer

ii

Silexion Therapeutics Corp

12 Abba Hillel Road

Ramat-Gan, Israel 5250606

+972-3-756-4999

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF SILEXION THERAPEUTICS CORP (“SILEXION” OR THE “COMPANY”)

Time and Date of Extraordinary General Meeting (the “meeting”)	9:00 a.m. Eastern Daylight Time/3:00 p.m. local (Israel) time on ______, March __, 2026
Place of Meeting
(in-person attendance)	Meitar Law Offices 16 Abba Hillel Road, 10th floor Ramat Gan, Israel 5250608
(virtual or telephonic attendance- may submit questions, but not vote)	https://www.cstproxy.com/silexion/egm2026. Log into the virtual site by using the control number included in your proxy materials; or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: ______#.
Agenda Items	(1)   Proposal 1 - Authorized Share Capital Increase Proposal (the “Authorized Share Capital Increase Proposal”):An increase to the Company’s authorized share capital under paragraph 5 of the Company’s Amended and Restated Memorandum of Association by 50,000,000 ordinary shares, from US$121,500, divided into 9,000,000 ordinary shares of a par value of US$0.0135 each (which is the Company’s current authorized share capital), to US$796,500, divided into 59,000,000 ordinary shares of a par value of US$0.0135 each. (2)   Proposal 2 - Equity Incentive Plan Evergreen Increase Proposal (the “Evergreen Increase Proposal”): An amendment to Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”) to increase the number of ordinary shares added annually on January 1st under the “evergreen”  provision of the 2024 Plan from (i) 5% of the Company’s outstanding ordinary shares, to (ii) such number of additional ordinary shares as yields, following the annual increase, a pool of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis.
Required Majority for Approval of Proposals	Under the laws of the Cayman Islands and, in the case of the Authorized Share Capital Increase Proposal, Article 17.1.1 of Silexion’s Amended and Restated Articles of Association, the approval of each of the proposals requires an ordinary resolution, adopted by the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the meeting with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for either proposal.

Purpose of Agenda Items	Authorized Share Capital Increase Proposal: The primary purpose of the Authorized Share Capital Increase Proposal is to enable the Company to maintain compliance with Nasdaq Listing Rule 5550(b)(1), which requires that the Company have at least $2.5 million of shareholders’ equity on a continued basis under the Equity Standard of the Nasdaq Capital Market, on which the Company’s ordinary shares and warrants are listed. Beyond the need to comply with the Nasdaq shareholders’ equity requirement, the Company requires an enhanced authorized share capital to pursue its ongoing operational needs related to its preclinical and clinical development of RNA interference (RNAi) therapies, including financing activities, and potential business development opportunities for complementary assets. The Company intends to manage its enlarged authorized share capital to reinforce, as much as possible, the price and liquidity of, and the trading market for, its traded securities. The proposed increase of 50,000,000 authorized ordinary shares is currently expected to be sufficient for the Company to maintain its requisite shareholders’ equity level and achieve the foregoing additional objectives in the short term to mid term. Evergreen Increase Proposal: The purpose of the Evergreen Increase Proposal is to enable the Company to attract, retain and motivate talented employees, officers, directors and consultants through competitive equity compensation. The 2024 Plan currently includes an “evergreen” provision that automatically increases the share pool under that plan on January 1st of each year by the lesser of (i) 5% of the Company’s outstanding ordinary shares, or (ii) an amount determined by the Company’s board of directors (the “Board”). The proposed amendment to that provision under the Evergreen Increase Proposal would change the number of ordinary shares added annually under the foregoing clause (i) from a set percentage increase to an increase that is tied to the resulting pool size following the increase. The proposed increase would add, annually (unless the Board decides upon a lesser increase under clause (ii)), such number of shares as would yield a total pool size under all Company equity incentive plans equal to 10% of the Company’s issued and outstanding shares on a fully diluted basis as of January 1st. The proposed change to the “evergreen” increase is necessary to meet the Company’s ongoing equity compensation needs annually without requiring frequent shareholder approvals for additional one-time increases, which would be wasteful of company resources. The proposed maximum size annual increase is furthermore consistent with market practice and the recommended limit for equity incentive- related dilution that is espoused by institutional shareholder groups.
Board Recommendation	The Board recommends a vote “FOR” each of the Authorized Share Capital Increase Proposal and the Evergreen Increase Proposal.
Record Date	You are entitled to notice of, and to vote at, the meeting if you held an ordinary share of Silexion as of the close of business on _______, February __, 2026.

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Additional Proxy Materials	The Authorized Share Capital Increase Proposal and the Evergreen Increase Proposal, and details with respect to the meeting, are described more fully in the attached proxy statement, which we are sending (together with this notice and a proxy card or voting instruction form) to our shareholders and which we urge you to read in its entirety. Copies of this notice, the attached proxy statement and the related proxy card are also being filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Schedule 14A, which documents may be obtained for free from the SEC’s website at www.sec.gov, the “Investors” portion of our website, www.silexion.com, or at the website for the meeting, https://www.cstproxy.com/silexion/egm2026
Quorum Requirement	No action may be taken at the meeting unless a quorum, consisting of the holders of at least a majority of the Company’s outstanding ordinary shares, are present in person or by proxy. If a quorum is not present at the meeting within half an hour from the time designated for the meeting to begin, the chairman of the meeting will adjourn the meeting for one week, to __________, March __, 2026, at the same time and same place at which the meeting is held, at which time resolutions may be adopted solely with respect to the proposals described in this notice of the original meeting. If a quorum is not present at the reconvened meeting within half an hour from the time designated for it to begin, those shareholders present (regardless of how many) will be deemed to constitute a quorum and action may be taken on the matters on the agenda.
Required Vote	Approval of each of the Authorized Share Capital Increase Proposal and the Evergreen Increase Proposal requires the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the meeting with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for either proposal, but the ordinary shares represented thereby are considered present for purposes of the quorum requirement.
Means of Voting	The vote of each of the Company’s shareholders is important regardless of whether or not any particular shareholder attends the meeting. Accordingly, we urge you to read the attached proxy statement and vote your ordinary shares promptly, regardless of the number of ordinary shares you own. You may vote the ordinary shares that you own directly (i.e., as a record shareholder) via proxy, by signing and returning the form of proxy in the enclosed envelope. If you prefer to vote via the internet, you may do so at www.cstproxyvote.com, by using the control number that appears towards the bottom of the physical proxy card that was sent to you. You may revoke your proxy at any time before it is voted, and you may attend the meeting and vote in person even if you have previously signed a proxy or voted via the internet. As an alternative to voting via proxy or via the internet, you may vote the ordinary shares that you own directly in person by attending the meeting. If your ordinary shares are held in street name on Nasdaq (i.e., ordinary shares that are held through a bank, broker or other nominee), you may instruct the nominee as to how you want your ordinary shares voted, including via the internet (at www.proxyvote.com). Specific instructions as to how to vote are set forth on the enclosed voting instruction form provided by your bank, broker, or nominee. If voting via proxy, your vote must be received by 11:59 p.m., Eastern time on __________, March __, 2026 in order to be counted towards the tally of votes on the proposals at the meeting. If submitting voting instructions via a voting instruction form or via the internet, the deadline for receipt of your voting instructions will be at such time on such date as may be indicated in the voting directions provided to you.

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Attendance at Meeting (in person)

If you are a shareholder holding ordinary shares as of the record date for the meeting (February _, 2026) and desire to attend the meeting in person, if a record shareholder, please provide at the meeting the name under which your ordinary shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares). If you hold your ordinary shares in “street name” (through a bank or broker), please bring to the meeting the required proof of ownership described for attendance at the meeting, namely: a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting, along with an account statement or other proof that shows that you owned your shares as of the record date for the meeting.

(virtual or telephonic attendance)

https://www.cstproxy.com/silexion/egm2026. Log into the virtual site by using the control number included in your proxy materials, or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: ______. You may submit questions, but not vote, while attending the meeting virtually or telephonically.

By Order of the Board of Directors,

/s/ Ilan Hadar

Chairman of the Board and Chief Executive Officer

February__, 2026

This Notice of Extraordinary General Meeting was

first published by the Company on February _, 2026.

Important Notice Regarding the Availability of Proxy

Materials for the extraordinary general meeting

of Silexion to be held on March _, 2026:

This notice and the accompanying proxy statement are available free of charge at the “Investors”

portion of the Company’s website, www.silexion.com, and at

https://www.cstproxy.com/silexion/egm2026.

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TABLE OF CONTENTS

		Page
INFORMATION CONCERNING ATTENDANCE AND VOTING		1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE EXTRAORDINARY GENERAL MEETING		1
PROPOSAL 1 - AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL		8
PROPOSAL 2 - EVERGREEN INCREASE PROPOSAL		12
RISK FACTORS RELATED TO THE PROPOSALS		14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		15
OTHER MATTERS		19

Silexion Therapeutics Corp

12 Abba Hillel Road

Ramat-Gan, Israel 5250606

+972-3-7564999

PROXY STATEMENT

FOR EXTRAORDINARY GENERAL MEETING

INFORMATION CONCERNING ATTENDANCE AND VOTING

This proxy statement is being furnished to you in connection with the solicitation by the board of directors (the “Board”) of Silexion Therapeutics Corp, a Cayman Islands exempted company (“we,” “us,” “our,” “Silexion,” the “Company” or “our company”), of proxies in the accompanying form to be used at the extraordinary general meeting of the Company (the “extraordinary general meeting” or “meeting”) to be held at 9:00 a.m., Eastern time/ 3:00 p.m. local (Israel) time, on _______, March __, 2026 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The extraordinary general meeting may also be attended virtually over the internet. You will be able to attend, and submit your questions during (but not speak at or vote at), the extraordinary general meeting online by visiting https://www.cstproxy.com/ silexion/egm2026 or by calling 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply), conference ID ________#.

This proxy statement is being mailed to shareholders on or about ______, February _, 2026.

IMPORTANT:

Please promptly vote via the enclosed proxy card or voting instruction form, or via the Internet, by following the instructions appearing on the enclosed proxy card or provided by your broker, bank or nominee, so that your shares can be represented at the extraordinary general meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE EXTRAORDINARY GENERAL MEETING

Q. Why am I receiving these materials?

A. Our Board is soliciting your proxy to vote at the extraordinary general meeting of Silexion, including at any adjournments or postponements of the meeting. The extraordinary general meeting will be held at 9:00 a.m., Eastern time/ 3:00 p.m. local (Israel) time, on _______, March __ 2026 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, as well as virtually. You are invited to attend the extraordinary general meeting via live audio webcast, although you will be unable to vote on the proposals described in this proxy statement in person at the meeting if you attend in that manner. You do not need to attend the meeting in person to vote your shares, however. Instead, you may follow the instructions below to submit your proxy or voting instructions via a physical proxy card or voting instruction form, or via the Internet. Shareholders are encouraged to vote, or to submit voting instructions to their bank, broker or other nominee, by Internet as early as possible in advance of the extraordinary general meeting to avoid processing delays.

1

Q. Why are you holding the extraordinary general meeting?

A. We are holding the extraordinary general meeting in order to obtain our shareholders’ approval for two proposals:

Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company by 50,000,000 ordinary shares (as set forth in paragraph 5 of our Amended and Restated Memorandum of Association (the “Memorandum of Association”)) from US$121,500 divided into 9,000,000 ordinary shares of a par value of US$0.0135 each (which is our current authorized share capital), to US$796,500 divided into 59,000,000 ordinary shares of a par value of US$0.0135 each. We refer to the foregoing proposed increase as the “Authorized Share Capital Increase Proposal” or “Proposal 1”.

Equity Incentive Plan Evergreen Increase Proposal: An amendment to Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”) that increases the maximum amount by which the number of ordinary shares reserved for issuance under the 2024 Plan increases automatically under the “evergreen” provision from 5% of the Company’s issued and outstanding ordinary shares as of January 1st of each year, to such number of additional ordinary shares as yields, following the annual increase, a pool of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis (unless a lesser increase is set by the Board for the relevant upcoming year). We refer to the foregoing proposed amendment to the 2024 Plan as the “Evergreen Increase Proposal” or “Proposal 2”.

Q. Why are you seeking approval for an increase in the Company’s authorized share capital at the extraordinary general meeting?

A. The increase in authorized share capital that we are proposing pursuant to the Authorized Share Capital Increase Proposal is needed to enable us to both (i) preserve our current listing on the Nasdaq Capital Market, and (ii) fund vital working capital for our operations that will further the pre-clinical and clinical development of our innovative RNA interference (RNAi) therapies and, potentially, pursue business development transactions for complementary assets.

We are required to maintain at least $2.5 million of shareholders’ equity on an ongoing basis under the Equity Standard of the Nasdaq Capital Market, on which our ordinary shares and warrants are listed. Our issuance of equity securities in value-enhancing transactions, whether extraordinary or ordinary-course, will serve as the primary means by which we can effectively achieve that goal, and for that, we will need additional authorized share capital.

Beyond the purpose of maintaining our Nasdaq listing, we require increased share capital for the basic financing needs of our operations and, potentially, for business development transactions, in keeping with our goal of creating substantive value for our shareholders. As we navigate the upcoming critical period in the pre-clinical and clinical development of our RNAi therapies to treat solid tumors driven by KRAS mutations, we will need both sufficient funding and transactional flexibility for that development process. An enhanced authorized share capital will enable us to effect basic financing activities and will furthermore provide us with the requisite flexibility to potentially pursue value-enhancing business development opportunities related to complementary assets. Those activities and opportunities can, in turn, help us to advance our product candidates and, potentially, complementary product candidates, whereby we can increase the value of our company and our ordinary shares for our shareholders.

Under our Memorandum of Association, we do not currently have any available, unissued authorized share capital, beyond what we have reserved for issuance under pre-existing commitments. Our lack of available, unissued share capital prevents us from executing upon our intended maintenance of compliance with the $2.5 million minimal Nasdaq shareholders’ equity level, and with our operational goals of value creation via our pre-clinical and clinical siRNA development programs. The proposed increase of 50,000,000 additional authorized ordinary shares for which we seek approval at the meeting represents the estimated minimum level needed to enable us to maintain Nasdaq listing compliance, while continuing to progress with our pre-clinical and clinical programs, and potential complementary opportunities, for the creation of shareholder value, in the upcoming near-term to mid-term periods. Even for the above-listed commitments for which we have allocated ordinary shares, we cannot maximize the potential benefits from them or ensure our compliance with related requirements without additional share capital to be added to the reserves for them. For example, we cannot maximize the $13,170,000 of potential financing for our company that is available under the At-The-Market offering program that we have in place with H.C. Wainwright & Co. (“H.C. Wainwright”) (the “ATM”), and we cannot grant any basic incentive awards to our employees, officers and directors under the 2024 Plan from the evergreen increase of the pool under that plan as of January 1, 2026 (regardless of whether the Evergreen Increase Proposal is adopted at the meeting) without actual additional authorized share capital to allocate for those purposes. Similarly, the existing number of ordinary shares that we have allocated for conversion of amounts owed under the convertible promissory note that we issued to the sponsor of Moringa Acquisition Corp (which was one of the companies with which we combined in the business combination transaction that was completed in August 2024) (the “Moringa sponsor promissory note”) may not be enough to enable us to completely repay and retire that note (as the value of shares that we issue in conversion of amounts due under that note depends on fluctuations in our share price in market trading or financing transactions).

2

In order to effect the increase in our authorized share capital, Article 17.1.1 of our Amended and Restated Articles of Association (the “Articles”) and Cayman Islands law mandate that our shareholders adopt an ordinary resolution, which requires us to hold the extraordinary general meeting (see the question below “What majorities are needed for approval of the proposals, and how are votes counted?”).

Q. Why are you seeking approval for an increase to the number of ordinary shares added automatically to the pool of ordinary shares annually under the “evergreen” provision of the 2024 Plan?

A. The increase to the number of ordinary shares added annually to the pool for the 2024 Plan under the “evergreen” provision pursuant to the Evergreen Increase Proposal is needed to enable us to attract, retain and motivate talented employees, officers, directors and consultants who are critical to our success in the highly competitive biotechnology industry. It will provide us with the flexibility to make competitive equity grants that align the interests of our key personnel with those of our shareholders, while supporting our long-term growth and the advancement of our RNAi therapies.

Equity compensation is a vital component of our overall compensation strategy. The 2024 Plan currently includes an evergreen provision that automatically increases the share pool on January 1st of each year by the lesser of (i) 5% of our issued and outstanding ordinary shares, or (ii) an amount determined by the Board. While our shareholders approved a one-time increase to the share pool for the 2024 Plan at our July 2025 annual general meeting, which enabled us to grant equity to our unaffiliated directors in 2025, that was a one-time increase that does not cover our ongoing equity incentive needs. Our proposed adjustment to the “evergreen” provision under the 2024 Plan, on the other hand, will support our equity compensation program on a recurring, reliable basis, at annual intervals. The proposed increase to the annual evergreen provision under the Evergreen Increase Proposal will yield, annually (unless our Board decides upon a lesser increase in a given year), a total pool that constitutes, in the aggregate, 10% of our issued and outstanding ordinary shares on a fully diluted basis as of every January 1.

The proposed amendment to the evergreen provision will support our ongoing equity compensation requirements without the need for frequent shareholder meetings for additional one-time increases to our equity incentive share pool, which would be wasteful of company resources. The current level— 5% of our issued and outstanding ordinary shares as of each January 1st— is insufficient because our issued and outstanding share capital is dynamic and grows rapidly over the course of each year, given the large number of financing and other transactions that we need to effect relatively frequently to maintain compliance with the Nasdaq shareholders’ equity requirement and meet our basic operating needs. That, in turn, mandates that at the start of each year, we have a sufficiently large increase to the reserve under the 2024 Plan via the evergreen mechanism to enable us to adequately incentivize employees, officers and directors in a customary manner that takes into account the expected increase in issued and outstanding share capital in that upcoming year.

The proposed change to the maximum size of the annual “evergreen” increase under the 2024 Plan will  furthermore ensure that the total number of ordinary shares reserved under our equity incentive plans will always conform to the limit of 10% of our issued and outstanding ordinary shares, on a fully diluted basis, which is consistent with recommended market practices and with the limit espoused by institutional shareholder groups.

Because the increase to the number of ordinary shares covered by the evergreen provision involves a material amendment to the 2024 Plan, Nasdaq Listing Rule 5635(c) requires that we seek our shareholders’ approval for such an amendment, and we therefore plan to do so at the extraordinary general meeting (see the question below “What majorities are needed for approval of the proposals, and how are votes counted?”).

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Q. Will the increase to Silexion’s authorized share capital lead to a dilution of my holdings in Silexion and a reduction in the price of Silexion’s ordinary shares?

A. The increase in authorized share capital to be effected pursuant to Proposal 1 will not, in and of itself, involve the issuance of any additional securities by our company, and, therefore, will not cause any dilution to your percentage holdings in Silexion. However, once we have an enhanced authorized share capital, the transactions that we will enter into in order to raise, and maintain, our shareholders’ equity level in compliance with the $2.5 million minimum shareholders’ equity requirement prescribed by the Equity Standard of the Nasdaq Capital Market, will involve the issuance of a significant number of ordinary shares. That, in turn, could result in a drop in the trading price per share of our ordinary shares. Please see the risks related to our prospective increased authorized share capital under “Risk Factors Related to the Proposals— Risk Factors Related to the Authorized Share Capital Increase Proposal ” below in this proxy statement. Nevertheless, we intend to be as selective as possible before issuing share capital, to ensure that the terms of transactions in which we issue shares are consistent with our strategic goal of supporting value enhancement for our shareholders and buttressing the price of our ordinary shares. We will carefully manage our enhanced authorized share capital to support and reinforce, as much as possible, the price and liquidity of, and the trading market for, our traded securities.

It is furthermore important to keep in mind that our Nasdaq listing is a critical asset of our company and our shareholders, as it enhances the price and liquidity of, and the trading market for, our securities, and it is therefore in the best interest of our shareholders that we preserve it. It is therefore extremely important that we achieve and maintain compliance with the $2.5 million minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market, which requires, as a prerequisite, that we enhance our authorized share capital that can be utilized towards that goal.

Q. Will the increased size of the proposed annual evergreen increase under the 2024 Plan lead to dilution of my holdings in Silexion?

A. The increased size of the maximum annual evergreen increase under the 2024 Plan pursuant to Proposal 2 will increase, more substantially, the number of ordinary shares reserved for issuance under the 2024 Plan than under the current evergreen provision. That greater increase could result in dilution to existing shareholders if and when equity awards are granted and exercised or vest. However, we believe that equity compensation is essential to attract and retain the talent necessary to execute our business strategy and create long-term shareholder value. Our compensation committee and Board carefully review and approve all equity grants to ensure they are appropriate and aligned with shareholder interests, such that any dilution from those grants will be as minimal as possible. Please see the risks related to the evergreen increase under “Risk Factors Related to the Proposals— Risk Factor Related to the Evergreen Increase Proposal” below in this proxy statement.

Q. Will there be any other items of business on the agenda?

A. Other than the Authorized Share Capital Increase Proposal and the Evergreen Increase Proposal, there are no other agenda items that we plan to present at the extraordinary general meeting.

Q. Who is entitled to vote?

A. Shareholders of record at the close of business on the record date, _______, February __, 2026 (the “record date”), may vote at the extraordinary general meeting. In addition, shareholders holding ordinary shares beneficially (in “street name”) (as described in response to the next question) as of the record date may instruct the record holder through which the shares are held how to vote their shares at the extraordinary general meeting. Each shareholder is entitled to one vote on each proposal for each ordinary share held— whether of record or beneficially— as of the record date. As of the close of business on the record date (________, February __, 2026), there were [   ] of our ordinary shares outstanding.

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Q. What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A. Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company (“Continental”), you are considered, with respect to those shares, a shareholder of record. The notice of the meeting (along with the cover letter and this proxy statement) have been sent directly to you by us.

Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name”. The notice of the meeting (along with the cover letter and this proxy statement) have been forwarded to you by your broker, bank, or nominee, which is considered, with respect to those shares, the shareholder of record.

Q. How do I vote?

A. You may vote through any of the following methods:

By Internet - Shareholders of record may submit proxies prior to the extraordinary general meeting by going online to www.cstproxyvote.com and utilizing the control number appearing on their proxy cards, in accordance with the Internet voting instructions on the proxy cards. Most shareholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks or nominees (in most cases, www.proxyvote.com).

By Mail - Shareholders of record may submit a hard copy of the proxy card that was included with this proxy statement that was mailed to them (assuming that they received a hard copy of this proxy statement and the proxy card) by completing, signing and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Please sign your name exactly as it appears on the proxy card. If you return your signed proxy card but do not indicate your voting preferences, your shares will be voted on your behalf “FOR” both proposals. Shareholders who hold ordinary shares beneficially in street name may provide voting instructions by mail by completing, signing, dating and mailing, in the enclosed prepaid envelope, the voting instruction form provided to them by their brokers, banks or other nominees (assuming that they received a hard copy of the voting instruction form).

In Person - Shareholders of record who attend the extraordinary general meeting in person may vote at the extraordinary general meeting, in which case any votes that they have previously submitted (via either of the above-described methods for voting) will be superseded by the vote that they cast at the extraordinary general meeting. Any such shareholder of record needs to bring proof of ownership of his, her or its ordinary shares (such as a statement showing book-entry shares) as of the record date for the meeting. Shares held beneficially in street name may be voted in person at the meeting only if the beneficial owner brings the requisite documentation, namely: (i) proof that he, she or it owned the shares in a brokerage, trustee or nominee account as of the record date (such as a brokerage account statement), and (ii) a legal proxy from the broker, trustee or nominee that owns the shares of record giving the beneficial owner the right to vote the shares. Even if you plan to attend the meeting in person, we recommend that you also vote via the internet, or submit your proxy card or voting instruction form, as described above, so that your vote will be counted if you later decide not to attend the meeting.

Please note that shares held in your name as a shareholder of record or shares owned by you beneficially may not be voted while you attend the extraordinary general meeting virtually. You will be able to listen to the proceedings at the meeting via virtual attendance, and you will be able to submit a question to the parties at the meeting virtually. However, you will not be able to speak at the meeting or to submit your vote via virtual attendance. To attend the meeting virtually, please go to https://www.cstproxy.com/ silexion/egm2026.

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Even if you plan to attend the extraordinary general meeting in person and vote at the meeting, we recommend that you also vote or submit your voting instructions via the Internet, or via the mail, prior to the meeting so that your vote will be counted if you later decide not to attend the meeting in person.

Q. Can I change my vote or revoke my proxy?

A. You may change your vote or revoke your proxy or voting instructions at any time prior to the deadline for voting or submitting voting instructions prior to the extraordinary general meeting. If you submitted your proxy or voting instructions by Internet, you may change your vote or voting instructions, or revoke your proxy or voting instructions by entering the relevant Internet site and submitting a later-dated Internet proxy or later-dated voting instructions.

If you are a shareholder of record and submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the extraordinary general meeting, a valid, later-dated proxy card. Attendance at the extraordinary general meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised, or you vote in person at the extraordinary general meeting.

If you are a beneficial owner of shares held in street name and you wish to change or revoke your voting instructions previously submitted to your broker, bank or other nominee in person at the meeting, you must obtain a legal proxy through your broker, bank or nominee and present it to the tabulation agent in advance of the extraordinary general meeting. Please consult the voting instructions provided to you by your broker, bank or other nominee or please contact your broker, bank or nominee for more information.

Q. What majorities are needed for approval of the proposals, and how are votes counted?

A. Under the laws of the Cayman Islands and Article 17.1.1 of the Articles, the approval of the increase in our authorized share capital under our Memorandum of Association pursuant to the Authorized Share Capital Increase Proposal requires the affirmative vote of an ordinary resolution under Cayman Islands law, being a resolution passed by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.

Under Nasdaq Listing Rule 5635(c), we are required to obtain our shareholders’ approval of the increase to the percentage of our issued and outstanding ordinary shares that is covered by the evergreen provision pursuant to the Evergreen Increase Proposal, since that increase involves a material amendment to the 2024 Plan. Because there is no special majority required for that approval under Cayman Islands law, by default, an ordinary resolution will suffice for approval, which is a resolution passed by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.

Abstentions will have no effect on the outcome of the vote on either proposal under Cayman Islands law.

If you provide your vote or voting instructions on either proposal, your shares will be voted as you instruct. If you are a shareholder of record and sign your proxy card but do not indicate a vote on either proposal, your shares will be voted in accordance with the recommendation of our Board with respect to the relevant proposal (i.e., “FOR” the Authorized Share Capital Increase Proposal and/or the Evergreen Increase Proposal).

If you hold shares beneficially in street name and do not provide your broker or other nominee with voting instructions on either of the two proposals, your shares will be subject to a “broker non-vote” on the subject proposal. Generally, a broker non-vote occurs on a matter when a broker or nominee does not have discretionary authority to vote on that matter without instructions from the beneficial owner, and instructions are not given. A broker or nominee would have discretion to vote on its own without instructions from the underlying beneficial owner when a proposal is considered “routine” under the rules governing brokers and nominees. Because neither of the proposals to be presented at the meeting is considered “routine”, if you do not provide instructions on either such proposal, your broker or other nominee will not vote your shares, which will result in a broker non-vote with respect to your shares on the relevant proposal. In tabulating the voting results, shares for which there has been a broker non-vote are considered shares for which a vote has not been cast. Because the majority required for the approval of each proposal at the meeting only considers votes cast in favor or against the proposal, a broker non-vote will not affect the outcome of the vote on the subject proposal (assuming that a quorum is obtained generally for the meeting).

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The table below summarizes the vote required to approve each proposal to be considered at the extraordinary general meeting, the Board’s recommendation as to how to vote, and the impact of abstentions and broker non-votes on the tally of votes:

Proposal		Board Recommendation		Vote Required for Approval		Effect of Abstentions(1)		Broker Discretionary Voting Allowed?(2)
Authorized Share Capital Increase Proposal		FOR		The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.		No effect. Not considered votes cast on this proposal.		No. Brokers without voting instructions will not have discretionary authority to vote.
Evergreen Increase Proposal		FOR		The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.		No effect. Not considered votes cast on this proposal.		No. Brokers without voting instructions will not have discretionary authority to vote.

(1)	As noted below, abstentions will be counted as present for purposes of establishing a quorum at the extraordinary general meeting.
(2)	Only relevant if you are the beneficial owner of shares held in street name. If you are a shareholder of record and you do not cast your vote (i.e., you do not return a signed proxy card), a vote will not be cast on your behalf on the proposals at the extraordinary general meeting.

Q. What constitutes a quorum?

A. The presence in person or by proxy at the extraordinary general meeting of the holders of a majority of the ordinary shares outstanding on the record date (______, February __, 2026) will constitute a quorum. As of the close of business on that date, there were _________ ordinary shares issued and outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. Under Article 21.3 of the Articles, to the extent there is no quorum present within half an hour from the time designated for the meeting to commence, the meeting will be adjourned to the same day in the next week at the same time, i.e., ______, March __, 2026 at 9:00 a.m. Eastern time (US)/ 3:00 p.m. local (Israeli) time, and at the same location, or to such other day, time or place as the Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time designated for the meeting to commence, the shareholders present (regardless of how many) shall be considered a quorum, and we may proceed to present, and conduct a vote on, the proposals.

Q. How are proxies solicited?

A. Our employees, officers and directors may solicit proxies. We will pay the cost of printing and mailing proxy materials, and will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy material to the owners of our ordinary shares.

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Q. Why are we holding the extraordinary general meeting also in virtual format?

A. The extraordinary general meeting will be held in primary part in person, but we will also enable shareholders to attend via a virtual meeting format, whereby our shareholders will be able to listen to the proceedings and raise questions to the officers of the Company who are present in person, via a live audio webcast. Shareholders will not be able to vote via the virtual meeting format, however. We believe that the virtual meeting format will expand shareholder access and participation.

Q. How can I attend the extraordinary general meeting in person or virtually?

A. The extraordinary general meeting will be held at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The extraordinary general meeting may also be attended virtually over the internet, by visiting https://www.cstproxy.com/silexion/egm2026 or via telephone, by calling 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply), conference ID ______#, whereby our shareholders will be able to listen to, and submit questions during (but not vote at), the meeting. The extraordinary general meeting will begin promptly at 9:00 a.m., Eastern time (US)/ 3:00 p.m. local (Israel) time, on _____, March __, 2026. We encourage you to access the virtual meeting website prior to the start time.

PROPOSAL 1— AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL

Background

Uses for Increased Authorized Share Capital

Compliance with Nasdaq Shareholders’ Equity Requirement

Since the completion of the business combination transaction whereby Silexion became a public company by combining with Moringa Acquisition Corp (“Moringa”), our listing on the Nasdaq Stock Market has been a strategic asset of our company and our shareholders, as it enables us to access capital with greater ease and furthermore enhances the price and liquidity of, and the trading market for, our securities. We therefore believe that it is in the best interest of our company and our shareholders that we preserve it.

Our shareholders’ equity was approximately $7.0 million as of September 30, 2025. We are required to maintain at least $2.5 million of shareholders’ equity on an ongoing basis under the Equity Standard of the Nasdaq Capital Market, on which our ordinary shares and warrants are listed. Our issuance of equity securities in value-enhancing transactions, whether extraordinary or ordinary-course, will serve as the primary means by which we can effectively achieve that goal, and for that, we will need additional authorized share capital.

Ordinary Operational Needs

Besides increasing our shareholders’ equity and thereby enabling us to maintain compliance with the Nasdaq listing standards, our prospective issuance of additional ordinary shares from increased authorized share capital is needed more generally to support our ongoing operations as a clinical-stage company pursuing the development of our SIL204 product candidate. Besides issuing additional ordinary shares in prospective financing transactions (expected types of financing transactions are described under “Financing Our Operations” below), we may also issue shares in other types of value-enhancing transactions that support our company’s growth. Those transactions may include, for example:

• potential acquisitions of assets (for example, additional product candidates) that are complementary to our RNAi therapies to treat solid tumors driven by KRAS mutations, in which the consideration with which we pay are newly-issued ordinary shares;

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• conversion of remaining outstanding amounts under the Moringa sponsor promissory note (under which $1,633,000 remains outstanding currently) into newly issued ordinary shares in connection with financing transactions, which would eliminate our debt and increase our shareholders’ equity; and

• issuance of shares upon vesting and/or exercise of equity awards under our equity incentive plans, including the 2024 Plan, which serves the purpose of incentivizing officers, other employees, and directors, and for which we will seek to increase the pool of shares made available annually by way of the Evergreen Increase Proposal.

Financing Our Operations

Among operations-related uses for additional authorized share capital, the issuance and sale of ordinary shares and/or ordinary share-based equity securities (such as pre-funded warrants or ordinary warrants) in financing transactions is perhaps the most essential use, as it enables us to progress with our pre-clinical and clinical development program for SIL204. We expect that in the near-term to mid-term future, our financing transactions may consist of ordinary course and extraordinary financing transactions, including some or all of the following types of transactions:

• Ongoing sales of newly issued ordinary shares under our ATM via H.C. Wainwright, pursuant to which up to $13.17 million may be issued and sold under our shelf registration statement on Form S-3 (SEC file number 333-290544) and related prospectus supplement;

• Potential follow-on public offerings of ordinary shares, pre-funded warrants and, to the extent necessary, ordinary warrants, that are similar to the public offerings that we completed on January 17, 2025 and September 12, 2025, in which we raised $5.0 million and $6.0 million of gross proceeds, respectively; and

• Exercises of warrants, whether currently outstanding or to be issued in future public offerings or private placements, including induced warrant exercise transactions similar to those that we completed on January 30, 2025 and August 1, 2025, which raised aggregate gross proceeds of approximately $3.3 million and $1.8 million, respectively, for our company;

Depletion of Remaining Authorized, Available Share Capital

While the above-described needs for authorized share capital are plentiful, our current remaining reserves of available share capital have been exhausted for existing commitments. Out of the 9,000,000 current authorized ordinary shares, 3,126,651 shares are issued and outstanding, and all 5,873,349 remaining authorized (but unissued) shares have been reserved for issuance pursuant to the following commitments, for which we have allocated the following respective aggregate numbers of ordinary shares (as of December 31, 2025):

• 3,098,636 ordinary shares underlying all of our outstanding warrants (which includes both our publicly-held warrants that are traded on the Nasdaq Capital Market and the warrants we have issued in various financing transactions for which H.C. Wainwright & Co. (“H.C. Wainwright”) has acted as placement agent;

• 96,798 ordinary shares reserved for issuance under our equity incentive plans, consisting of 95,219 ordinary shares currently issuable under the 2024 Plan (prior to the adoption of the Evergreen Increase Proposal and prior to the increase to the pool of ordinary shares on January 1, 2026 under the “evergreen” provision of the 2024 Plan) and an additional 1,579 ordinary shares issuable under our 2013 Share Option Plan;

• 474,709 ordinary shares issuable under the Moringa sponsor promissory note; and

• 2,203,206 ordinary shares currently reserved for issuance under our ATM with H.C. Wainwright, whereby we may issue new ordinary shares and raise funds on an ongoing basis under our shelf registration statement on Form S-3 (SEC file number 333-290544) and related prospectus supplement.

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Illustration

The above-described depletion of our authorized share capital is presented in tabular form below, for ease of reference (as of December 31, 2025):

Current number of authorized ordinary shares, total			9,000,000
Authorized ordinary shares, issued			3,126,651
Authorized ordinary shares, unissued			5,873,349
Ordinary shares issuable upon exercise of all outstanding warrants			3,098,636
Ordinary shares reserved for issuance under equity incentive plans (2024 Plan and 2013 Share Option Plan)			96,798
Ordinary shares currently reserved for issuance under ATM(1)			2,203,206
Ordinary shares currently reserved for issuance under Moringa sponsor promissory note(2)			474,709
Remaining authorized, unissued available Ordinary Shares			0

	(1)	The number of ordinary shares required to be reserved for issuance under the ATM in order to maximize the $13,170,000 of potential financing that is available to our company under the ATM significantly exceeds the 2,203,206 ordinary shares currently reserved. We reserved that number of ordinary shares because that was the remaining available number of unreserved, unissued ordinary shares under the Memorandum of Association when we activated the ATM with H.C. Wainwright at the start of December 2025.
	(2)	Because the number of shares underlying the Moringa sponsor promissory note depends on fluctuating market prices or prices per share in potential financing transactions at which we may convert outstanding amounts owed under the note, we are unable to estimate the actual number of shares that we will actually need to issue for conversion of all remaining outstanding amounts under that note. The 474,709 ordinary shares reserved for issuance under the note that appears in the table merely reflects the maximum number of ordinary shares currently available to us for this purpose given the limitations as to our unreserved, unissued ordinary shares under the Memorandum of Association.

Our lack of available, unissued share capital prevents us from executing upon our intended maintenance of compliance with the $2.5 million minimal Nasdaq shareholders’ equity level, and with our operational goals of value creation via our pre-clinical and clinical siRNA development programs. The Board believes that the proposed increase of 50,000,000 additional authorized ordinary shares for which we seek approval at the meeting represents the estimated minimum level needed to enable us to maintain Nasdaq listing compliance, while continuing to progress with our pre-clinical and clinical programs, and potential complementary opportunities, for the creation of shareholder value in the upcoming near-term to mid-term periods. Even for the above-listed commitments for which we have allocated ordinary shares, we cannot maximize the potential benefits from them or ensure our compliance with related requirements without additional share capital to be added to the reserves for them. In particular, we cannot maximize the $13,170,000 of potential financing for our company that is available under the ATM, and we cannot grant any basic incentive awards to our employees, officers and directors under the 2024 Plan from the evergreen increase of the pool under that plan as of January 1, 2026 (regardless of whether the Evergreen Increase Proposal is adopted at the meeting) without actual additional authorized share capital to allocate for those purposes. Similarly, the 474,709 ordinary shares that we have allocated for conversion of amounts owed under the Moringa sponsor promissory note may not be enough to enable us to completely repay and retire that note (depending on our share price at which market trading occurs or financing transactions are completed by us).

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Board Approval and Recommendation to Shareholders

Our Board approved, at its February 12, 2026 meeting, a proposed increase to our authorized share capital by 50,000,000 ordinary shares, as reflected in paragraph 5 of our Memorandum of Association, from US$121,500 divided into 9,000,000 ordinary shares of a par value of US$0.0135 each, to US$796,500 divided into 59,000,000 ordinary shares of a par value of US$0.0135 each. The proposed amendment to the text of paragraph 5 of our Memorandum of Association is set forth in Annex B to this proxy statement. Under Article 17.1.1 of the Articles, the proposed increase to our authorized share capital requires approval by our shareholders via an ordinary resolution, and our Board therefore also approved the convening of the extraordinary general meeting promptly, to seek approval for that increase.

If the Authorized Share Capital Increase Proposal is approved at the extraordinary general meeting, the Board intends to carefully manage the use of the increased authorized share capital with a view toward minimizing unnecessary dilution to existing shareholders, while balancing the Company’s capital needs in light of prevailing market conditions.

If this proposal is not approved by Silexion’s shareholders, we will not have enough ordinary shares available to achieve the goal of maintaining our compliance with the Nasdaq shareholders’ equity requirement, and may be subject to the delisting of our ordinary shares and warrants.

Effect on Outstanding Ordinary Shares

Approval of this proposal and the potential future issuance of any additional ordinary shares would not, in and of itself, affect the rights of the holders of our currently issued ordinary shares, except for, with respect to the issuance of additional ordinary shares, effects incidental to increasing the number of ordinary shares in issue, such as dilution of the earnings or loss per ordinary share (if any) and voting rights of current holders of ordinary shares. Please see the risks related to our prospective increased authorized share capital under “Risk Factors Related to the Proposals— Risk Factors Related to Authorized Share Capital Increase Proposal” below in this proxy statement.

Proposed Resolution

At the extraordinary general meeting, our Board will present to our shareholders the following resolution:

“RESOLVED, as an ordinary resolution, that the authorized share capital of the Company be increased as follows:

from US$121,500 divided into 9,000,000 ordinary shares of a par value of US$0.0135 each,

to US$796,500 divided into 59,000,000 ordinary shares of a par value of US$0.0135 each

as set forth in Annex B to the proxy statement with respect to the extraordinary general meeting of the Company scheduled to be held on March _, 2026.”

Vote Required for Approval

Under Article 17.1.1 of our Articles, the approval of the Authorized Share Capital Increase Proposal requires the affirmative vote of an ordinary resolution, being a resolution passed by an ordinary majority of Silexion’s shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.

Board Recommendation

The Board unanimously recommends a vote “FOR” the proposed increase to the authorized share capital of the Company pursuant to the Authorized Share Capital Increase Proposal.

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PROPOSAL 2— EVERGREEN INCREASE PROPOSAL

Background

The Board believes it is in the best interest of the Company and its shareholders to ensure that the Company has sufficient shares reserved for providing equity incentive grants to officers, other employees, directors, and consultants in amounts determined appropriate by the compensation committee of the Board, and the Board. Equity compensation aligns the interests of the Company’s employees (including officers), directors and consultants with those of our shareholders and supports the appreciation of the value of the Company’s share capital.

To grant equity incentive compensation, the Company needs a sufficiently large pool of ordinary shares (the “Share Pool”) available for issuance under the 2024 Plan, which is our currently active equity incentive plan under which new grants may be awarded. The 2024 Plan currently provides for automatic annual increases of the Share Pool (the “evergreen provision”) by such number of shares as is equal to 5% of the number of ordinary shares issued and outstanding on January 1st of the relevant year, or such lesser annual increase as may be approved by the Board.

Rationale for Proposed Amendment to Evergreen Provision

Following our July 2025 annual general meeting, at which shareholders approved a one-time increase to the Share Pool under the 2024 Plan, the Board further evaluated our long-term equity compensation needs in light of (i) the significant equity issuances to which we are committed and/or expect to pursue for Nasdaq compliance purposes and our operational needs, as described in Proposal 1, and (ii) the competitive market for biotechnology talent.

Based on that evaluation, the Board determined that it is advisable to change the yardstick by which increases are effected under the evergreen provision. The current evergreen provision utilizes an absolute annual increase— such number of shares as equals 5% of our issued and outstanding shares— regardless of what the resulting share pool will be under our equity incentive plans. That may or may not meet our needs for any given year, depending on what changes are expected to our issued share capital in that year. By contrast, the Board suggests tan amended evergreen provision that will implement a relative annual increase, which will take into account the size of the existing pool of shares under our equity incentive plans as of January 1 of the relevant year, and will supplement the pool merely to the extent necessary to arrive at an ideal-sized pool— 10% of our issued and outstanding shares on a fully diluted basis. The calculation of fully diluted share capital will follow customary practice and will include shares reserved under our equity incentive plans and shares underlying outstanding warrants, but not shares potentially issuable under other commitments or arrangements, such as upon conversion of outstanding amounts under the Moringa sponsor convertible promissory note or under our ongoing At-The-Market (“ATM”) offering.

The proposed change to the evergreen provision is necessary to meet our ongoing equity compensation needs for retention of our human talent, without requiring frequent shareholder approvals for additional one-time increases to the Share Pool, which would be wasteful of company resources. As we issue additional shares pursuant to financing and business development transactions, among other purposes (as described in the “Background” to Proposal 1), maintaining competitive equity compensation as a percentage of our outstanding shares will require a larger annual evergreen increase.

By way of illustration, based on our current 3,126,651 outstanding ordinary shares as of January 1, 2026 (prior to any increase to the Share Pool as of that date based on the evergreen provision) and the 96,798 ordinary shares currently reserved, in the aggregate, under all of our equity incentive plans (of which 95,219 ordinary shares are reserved under the 2024 Plan), a 5% evergreen provision under the 2024 Plan, as currently provided, would add approximately 156,333 additional ordinary shares to the Share Pool on January 1, 2026. By comparison, the proposed evergreen provision that would result in a total pool of ordinary shares under all equity incentive plans equal to 10% of our issued and outstanding shares on a fully diluted basis would instead add 594,900 ordinary shares under the 2024 Plan. All together, the total number of shares reserved for issuance under our equity incentive plans after that increase (253,131 if there is a 5% evergreen provision or 691,698 under the proposed alternate evergreen provision) would constitute 3.9% or 10.0% of our issued and outstanding shares on a fully diluted basis (counting for purposes of the fully diluted share number, shares underlying issued and outstanding warrants, and shares reserved for issuance under our equity incentive plans, but excluding shares issuable under the ATM or upon conversion of outstanding amounts under the Moringa sponsor convertible promissory note, since those numbers of underlying shares are not determinable with certainty and are also not includable based on the approach espoused by institutional shareholder groups). As a result of our implementation of the proposed change, the share pool under our equity incentive plans would afford us the requisite flexibility to adequately incentivize our human capital while at the same time not exceeding the 10% dilution level (of the fully-diluted share capital) recommended by institutional shareholder groups such as Institutional Shareholder Services (ISS) and Glass Lewis.

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If the number of our outstanding ordinary shares were to increase by 75% of its current amount by the middle of 2026, to 5,471,639 shares (as may be anticipated due to potential financings and conversions of amounts under the Moringa sponsor convertible promissory note, as described in Proposal 1), and assuming the number of fully diluted ordinary shares also increases by that same absolute number of shares, the number of reserved shares under our equity incentive plans would drop to only 2.9% (under the 5% evergreen provision) or 7.5% (under the proposed alternate evergreen provision) of our issued and outstanding shares on a fully diluted basis. In either case, the resulting number of shares reserved for issuance under our equity incentive plans would remain below the recommended limit, but at least the proposed evergreen provision would preserve a reasonable level of equity as an incentive for our employees (including officers), directors and consultants.

Therefore, while the proposed evergreen increase seems ostensibly high compared to the increase under the current evergreen provision, the relatively large number of shares underlying outstanding warrants, together with shares issuable under the ATM or upon conversion of the Moringa sponsor convertible promissory note, reduce the relative significance of the proposed equity to be reserved for our employees (including officers), directors and consultants within the context of our fully diluted share capital. The Board believes that the proposed alternate evergreen provision is necessary to retain our company’s human talent at this critical stage of our development and support our long-term growth and the advancement of our RNAi therapies, especially given the competitive landscape in the biotechnology sector. The compensation committee of the Board, and the Board, will exercise careful judgment in utilizing the increased capacity under the Share Pool, focusing on competitive grants that serve specific performance objectives while minimizing unnecessary dilution, thereby aligning the interests of our key personnel with those of our shareholders.

Implementation of Evergreen Increase

If this Proposal 2 is approved by our shareholders at the meeting, the change to the evergreen provision will be effective as of January 1, 2026, and will result in an immediate increase of 594,900 ordinary shares to the Share Pool under the 2024 Plan, yielding a total number of reserved shares under all of our equity incentive plans equal to 10% of our issued and outstanding share capital on a fully diluted basis as of that date. In future years, the evergreen provision will continue to add shares to the Share Pool annually on January 1st such that the total number of ordinary shares reserved under our equity incentive plans following each such increase will constitute 10% of the Company’s issued and outstanding ordinary shares on a fully-diluted basis, unless the Board determines to approve a lesser increase for any particular year.

The increase to the evergreen provision requires an amendment to Section 5(b)(i) of the 2024 Plan, such that the words “5% of the number of Shares issued and outstanding on such January 1st date” will be replaced with the words “such number of Shares as yields a total pool of Shares reserved for issuance under the Plan and the Company’s prior equity incentive plans equal to 10% of the number of Shares issued and outstanding, on a fully-diluted basis, on such January 1st date.” The proposed amendment to the text of Section 5(b)(i) of the 2024 Plan is set forth in Annex C to this proxy statement.

Proposed Resolution

At the extraordinary general meeting, our Board will present to our shareholders the following resolution pursuant to this Proposal 2:

“RESOLVED, as an ordinary resolution, that effective as of January 1, 2026, Section 5(b)(i) of the Company’s 2024 Equity Incentive Plan be, and hereby is, amended, such that the words “5% of the number of Shares issued and outstanding on such January 1st date” shall be replaced with the words “such number of Shares as yields a total pool of Shares reserved for issuance under the Plan and the Company’s prior equity incentive plans equal to 10% of the number of Shares issued and outstanding, on a fully diluted basis, on such January 1st date,”

as set forth in Annex C to the proxy statement with respect to the extraordinary general meeting of the Company scheduled to be held on March _, 2026.”

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Vote Required for Approval

Under the laws of the Cayman Islands and our Articles, the approval of the Evergreen Increase Proposal requires the affirmative vote of an ordinary resolution, being a resolution passed by an ordinary majority of Silexion’s shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.

Board Recommendation

The Board unanimously recommends a vote “FOR” the proposed increase to the evergreen provision under the 2024 Equity Incentive Plan pursuant to the Evergreen Increase Proposal.

RISK FACTORS RELATED TO THE PROPOSALS

The approval of the Authorized Share Capital Increase Proposal and the Evergreen Increase Proposal would be accompanied by the following attendant risks (among other potential risks):

Risk Factors Related to the Authorized Share Capital Increase Proposal

As a result of the proposed increase to our authorized share capital, a substantial additional number of our ordinary shares may be issued pursuant to various transactions, which could cause (i) the price of the ordinary shares to decline, and (ii) substantial dilution to our existing shareholders.

If the Authorized Share Capital Increase Proposal is approved, the number of ordinary shares authorized for issuance under our Memorandum of Association will increase immediately by 50,000,000 ordinary shares, to 59,000,000 ordinary shares, which represents an increase of 556% relative to our existing number of authorized ordinary shares.

This proposed increase is expected to be utilized for the issuance of a significant number of ordinary shares in various types of transactions. Such transactions are expected to include, without limitation: public offerings or other continuous financing activities (such as under the ATM) to fund our pre-clinical and clinical programs; conversion of the promissory note held by the Moringa sponsor into ordinary shares; business development transactions in which we may seek to acquire assets that are complementary to our current product candidate; exercises (whether induced or not) of our outstanding warrants; and equity grants to our employees (including officers), directors and consultants under our equity incentive plans. The cumulative effect of those transactions would be the issuance of additional ordinary shares that together could exceed our existing issued and outstanding share capital several times over. Our Board will have considerable discretion with respect to our entry into most of these transactions. While the Board intends to carefully manage our enhanced authorized share capital to support and reinforce, as much as possible, the price and liquidity of, and the trading market for, our traded securities, there is no guarantee that it can successfully do so. The potential transactions would lead to the issuance of ordinary shares in quantities or in a manner that may be dilutive to our existing shareholders, reducing their voting power as well as their percentage economic interest in our company.

Depending on market liquidity at the time, resales of newly issued ordinary shares that become available for issuance as a result of the increase to our authorized share capital and are issued pursuant to any of the above-described transactions may cause the trading price of our ordinary shares to decrease, and any such decrease could be substantial and could jeopardize our compliance with Nasdaq Listing Rule 5550(a)(2), which requires us to maintain a bid price of at least $1.00 on an ongoing basis. Based on historical patterns in the biotechnology sector, significant increases in outstanding shares can lead to downward pressure on stock prices, particularly if such issuances are perceived as occurring at unfavorable valuations. Additionally, the anticipation that such issuances and resales may take place could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

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Shares issued from our increased authorized share capital may have additional adverse effects on our existing shareholders.

Our utilization of the increase in our authorized share capital for additional significant issuances of ordinary shares may have additional adverse impacts on our existing shareholders beyond a decline in the trading price and dilution (as identified in the previous risk factor). Depending on the amount of consideration received in connection with future issuance transactions, such transactions could also reduce shareholders’ equity on a per-share basis. The primary purposes of the enhanced authorized share capital are (i) to enable us to enter into transactions that increase our overall shareholders’ equity in order to preserve our current listing on the Nasdaq Capital Market, and (ii) to enable us to issue ordinary shares as part of funding vital working capital for our pre-clinical and clinical development of our innovative RNAi therapies. Nevertheless, while the Board is not proposing the increase with the intent of using the newly authorized reserve as an anti-takeover device, the authorized ordinary shares could, in theory, also be used to resist or frustrate a third-party transaction that is favored by a majority of our public shareholders (for example, by permitting issuances that would dilute the share ownership of a person seeking to effect a change in the composition of the Board or management of the Company, or contemplating a tender offer or other transaction for a combination of the Company with another company). The newly available authorized shares resulting from the increase in our authorized share capital thus may have the potential to limit the opportunity for shareholders to dispose of their ordinary shares at a premium.

Risk Factor Related to the Evergreen Increase Proposal

The proposed change to the evergreen provision may lead to dilution of existing shareholders, who will be unable to influence the size of future increases under the Equity Pool.

The proposed change to the evergreen provision to be effected pursuant to Proposal 2 will increase the maximum number of ordinary shares to be added to the reserve for issuance under the 2024 Plan on an annual basis, which could result in dilution to existing shareholders if and when equity awards are granted, vest and are exercised (where applicable). For example, based on the 3,126,651 ordinary shares that were outstanding as of January 1, 2026 (prior to the increase due to the evergreen provision), the January 1, 2026 evergreen increase would add approximately 594,900 shares to the Share Pool under the 2024 Plan under the proposed alternate evergreen provision, compared to only approximately 156,333 shares to be added to the Share Pool under the current 5% evergreen provision. The evergreen increase will be automatic each year, subject only to our Board’s ability to reduce the annual increase in any given year, and our shareholders will be unable to vote on the amount of the increase that they believe is appropriate in any given year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding the beneficial ownership of Silexion ordinary shares as of December 31, 2025 by:

● each person who is the beneficial owner of more than 5% of the outstanding Silexion ordinary shares;

● the Company’s named executive officer and directors; and

● all of the Company’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of ordinary shares and the percentage beneficial ownership of any person or entity, we include, as outstanding, those ordinary shares that are subject to options, warrants or RSUs held by that person or entity that are exercisable as of, or exercisable within 60 days of, December 31, 2025. We do not deem those shares to be outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Silexion ordinary shares beneficially owned by them.

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The number, and percentage ownership, of ordinary shares reflected in the table and footnotes below are based on 3,126,651 ordinary shares issued and outstanding as of December 31, 2025.

Name and Address of Beneficial Owner(1)		Number of Shares Beneficially Owned				Approximate Percentage of Outstanding Ordinary Shares
Directors and Executive Officers of New Silexion:
Ilan Hadar			2,077	(2)			*
Dror Abramov			2,024	(3)			*
Ruth Alon			2,132	(4)			*
Ilan Levin(5)			458,824	(6)			14.6	%
Avner Lushi(7)			18,180	(8)			*	%
Shlomo Noy(9)			18,180	(8)			*	%
Amnon Peled			1,441	(10)			*	%
Dr. Mitchell Shirvan			1,459	(11)			*	%
Mirit Horenshtein Hadar, CPA			420				*	%
All executive officers and directors as a group (8 individuals)			485,075	(12)			15.5	%
Five Percent Holders:
Lind Global Fund III LP (13)			212,500				6.4	%
Entities affiliated with Intracoastal Capital LLC (14)			357,100				10.3	%(15)
Moringa Sponsor, LP and related persons(5)			458,824	(6)			14.6	%
Hudson Bay Master Fund (16)			205,016				6.2	%
3i, LP (17)			282,500				8.3	%
Orca Capital AG (18)			267,434				7.9	%
Lincoln Alternative Strategies LLC (19)			269,168				7.9	%
Cedar Holdings Mgmt LLC			215,000	(20)			6.4	%
Alto Opportunity Master Fund, SPC—Segregated Master Portfolio B			212,500	(21)			6.4	%

* Less than 1%.

(1)  Unless otherwise noted, the business address of each beneficial owner listed in the above table is c/o Silexion Therapeutics Corp, 12 Abba Hillel Road, Ramat Gan, Israel 5250606.

(2)	Includes 956  ordinary shares issuable upon exercise of options, at an exercise price of $907.71 per share, all of which are vested and currently exercisable.
(3)	Includes 935 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, and 794 ordinary shares underlying RSUs, all of which will vest and be exercisable or settle (as applicable) within 60 days of December 31, 2025.
(4)	Includes 935 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, and 794 ordinary shares underlying RSUs, all of which will vest and be exercisable or settle (as applicable) within 60 days of December 31, 2025.
(5)	Based on a Schedule 13D/A filed with the SEC on September 23, 2025. The shares reported in this row are held of record by the Moringa sponsor, Moringa Sponsor, LP and/or by Greenstar, L.P., each a Cayman Islands exempted limited partnership. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Moringa sponsor and Greenstar, L.P. Mr. Levin, a director of Silexion, is the sole director of that general partner. As a result of his ownership of that general partner, Mr. Levin possesses sole voting and investment authority with respect to the shares directly held by the Moringa sponsor and Greenstar, L.P. The limited partnership interests of the Moringa sponsor and Greenstar, L.P. are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Moringa sponsor and Greenstar, L.P. other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the persons and entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th floor, New York, NY 10177.
(6)	Consists of (i) 6,970 ordinary shares, (ii) 372 ordinary shares underlying warrants, and (iii) 450,000 ordinary shares issued on September 15, 2025 upon conversion of an aggregate of $1.8 million of the outstanding amount under the Moringa sponsor promissory note, all of which are held by Moringa Sponsor, LP, and (iv) 1,482 ordinary shares held by Greenstar, L.P.

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(7) The shares reported in this row consist entirely of ordinary shares held of record by Guangzhou Sino-Israel Biotech Fund (“GIBF”), with respect to which Mr. Lushi possesses shared voting and investment authority as a result of his serving as a Managing Partner and CEO of GIBF.

(8)	Includes 14,721 ordinary shares issued to GIBF at the closing of the business combination transaction on August 15, 2024 in respect of its transfer of its noncontrolling interest in our Chinese subsidiary, Silenseed (China) Ltd., to Silexion. Includes 1,872 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable
(9)	The shares reported in this row consist entirely of ordinary shares held of record by GIBF, with respect to which Dr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF.
(10)	Consists of 661 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, and 780 ordinary shares underlying RSUs, all of which will vest and be exercisable or settle (as applicable) within 60 days of December 31, 2025.
(11)	Includes 478 ordinary shares issuable upon exercise of options, at an exercise price of $907.71 per share, all of which are vested and currently exercisable.
(12)	The number of ordinary shares reported in this row for all executive officers and directors as a group includes shares underlying options and RSUs granted to the Company’s non-employee directors in February 2025, as those options and RSUs will vest within 60 days of December 31, 2025.
(13)	Based on a Schedule 13G/A filed by Lind Global Fund III LP with the SEC on November 14, 2025. The ordinary shares reported in this row consist of (i) 106,250 ordinary shares underlying Series A-1 Warrants and (ii) 106,250 ordinary shares underlying Series A-2 Warrants. None of these warrants may be exercised if, following such exercise, the beneficial ownership of Lind Global Fund III LP would exceed 9.9%. Lind Global Partners III LLC, the general partner of Lind Global Fund III LP, and Jeff Easton, the managing member of Lind Global Partners III LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund III LP. The address of each of these entities is 444 Madison Avenue, Floor 41, New York, NY 10022.
(14)	Based on a Schedule 13G filed with the SEC on September 17, 2025. The ordinary shares reported in this row are beneficially owned by Intracoastal Capital LLC, Mitchell P. Kopin and Daniel B. Asher. The ordinary shares beneficially owned consist entirely of shares underlying warrants. Mr. Kopin and Mr. Asher, as the controlling persons of Intracoastal Capital LLC, may be deemed to have shared voting and dispositive power with respect to these securities. The principal business office of Mr. Kopin and Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida 33483, and the principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(15)	Due to blocker provisions in the warrants under which the ordinary shares reported in this row may be issued, the maximum number of ordinary shares that may be actually held by the holders of the warrants upon exercise of those warrants may not exceed 9.99% of our issued and outstanding ordinary shares.

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(16)	The ordinary shares reported in this row are beneficially owned by Hudson Bay Master Fund Ltd. and consist of 106,250 ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering and 98,766 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP.
(17)	The ordinary shares reported in this row are beneficially owned by 3i, LP and consist of 262,500 ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering and 20,000 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction. 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(18)	Based on Amendment No. 1 to a Schedule 13G filed with the SEC on September 15, 2025. Represents 267,434 ordinary shares beneficially owned by Orca Capital AG, consisting of 4,934 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction and 262,500 ordinary shares underlying warrants acquired in our September 2025 public offering. Due to blocker provisions in the warrants held by these persons, the maximum number of ordinary shares that may be actually held by these persons upon exercise of those warrants may not exceed 4.99% of our issued and outstanding ordinary shares. Roman Grodon, Thomas Koenig, and Beate Ruhle‑Burkhardt have shared voting control and investment discretion over these securities. The principal business address of Orca Capital AG is Sperl‑Ring 2, 85276 Hettenshausen, Germany.
(19)	The 269,168 ordinary shares reported in this row are beneficially owned by Lincoln Alternative Strategies LLC, and consist of 6,668 ordinary shares issuable upon exercise of warrants issued in connection with our July/August 2025 warrant exercise inducement transaction and 262,500 ordinary shares underlying warrants acquired in our September 2025 public offering. Stephen Temes, the control person of Lincoln Alternative Strategies LLC, has voting and investment control of these shares. The registered address of Lincoln Alternative Strategies LLC is c/o 901 Pennsylvania Ave. #3‑496, Miami Beach, FL 33139.
(20)	The ordinary shares reported in this row consist entirely of ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering, all of which are currently exercisable.
(21)	The ordinary shares reported in this row consist entirely of ordinary shares issuable upon exercise of warrants issued in our September 2025 public offering, all of which are currently exercisable.

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OTHER MATTERS

The Board knows of no matters, other than those referred to in this proxy statement, which may properly come before the extraordinary general meeting or other matters incident to the conduct of the meeting. As to any item or proposal that may properly come before the meeting, it is intended that proxies will be voted in accordance with the discretion of the proxy holders.

By Order of the Board

/s/ Mirit Horenshtein Hadar

Chief Financial Officer and Secretary 

Ramat-Gan, Israel

February__, 2026

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Annex A

PRELIMINARY PROXY CARD

SILEXION THERAPEUTICS CORP

12 Abba Hillel Road

Ramat-Gan, Israel 5250606

EXTRAORDINARY GENERAL MEETING

OF THE COMPANY

YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY
TO BE HELD ON MARCH __, 2026

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the notice and proxy statement, each dated February __, 2026, in connection with the extraordinary general meeting of Silexion Therapeutics Corp (“Silexion” or the “Company”) and at any adjournments thereof (the “Meeting”) to be held at 9:00 a.m., Eastern time (3:00 p.m., local time) on ____, March __, 2026 at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, or at such other time, on such other date and at such other place at which the Meeting may be adjourned or postponed, for the sole purpose of considering and voting upon the proposals appearing on the reverse side, and hereby appoints Ilan Hadar, Mirit Horenshtein Hadar and Jonathan M. Nathan, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of the Company registered in the name provided, which the undersigned is entitled to vote at the Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the Proxy Statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS DESCRIBED ON THE REVERSE SIDE.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

(Continued and to be marked, dated and signed on reverse side)

Important Notice Regarding the Availability of Proxy Materials for the
Extraordinary General Meeting of the Company to be held on March __, 2026:

The Notice of Meeting and the accompanying Proxy Statement are available at:
https://www.cstproxy.com/silexion/egm2026

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL. Please mark votes as indicated in this example: ☒

		FOR		AGAINST		ABSTAIN
Proposal 1: Authorized Share Capital Increase Proposal. An increase (pursuant to an ordinary resolution) to the authorized share capital of the Company by 50,000,000 ordinary shares, from US$121,500 divided into 9,000,000 ordinary shares, par value US$0.0135 each, to US$796,500 divided into 59,000,000 ordinary shares, par value US$0.0135 each		☐		☐		☐
Proposal 2: Evergreen Increase Proposal. An amendment (pursuant to an ordinary resolution) to Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan to increase the maximum annual evergreen increase on January 1st of each year from (i) 5% of the Company’s issued and outstanding ordinary shares to (ii) such number of additional ordinary shares as yields a pool of ordinary shares reserved under all of the Company’s equity incentive plans constituting, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis		☐		☐		☐

Date: _______________, 2026

Signature

Signature (if held jointly)

Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ABOVE PROPOSAL. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

Annex B

Amendment to Authorized Share Capital Under Silexion Therapeutics Corp Memorandum of Association

Paragraph 5 of the Silexion Therapeutics Corp Amended and Restated Memorandum of Association is hereby amended and restated in its entirety as follows:

“5. The authorized share capital of the Company is US$796,500, divided into 59,000,000 Ordinary Shares of a par value of US$0.0135 each.”

Annex C

Amendment to Evergreen Provision Under Silexion Therapeutics Corp
2024 Equity Incentive Plan

Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan is hereby amended and restated in its entirety as follows:

“(i) The Share Pool shall be increased on the first day of each calendar year during the term of the Plan beginning with the calendar year starting January 1, 2026 and continuing for ten calendar years (ending with the calendar year starting January 1, 2035), in each case in an amount equal to the lesser of (A) such number of Shares as yields a total pool of Shares reserved for issuance under the Plan and the Company’s prior equity incentive plans equal to 10% of the number of Shares issued and outstanding, on a fully diluted basis, on such January 1st date, or (B) an amount determined by the Board prior to such date.”

FAQ

What is Silexion Therapeutics (SLXN) asking shareholders to approve at the extraordinary general meeting?

Silexion is asking shareholders to approve two items: a large increase in authorized ordinary shares from 9,000,000 to 59,000,000, and an amendment to its 2024 Equity Incentive Plan that lifts the evergreen pool so all equity plans equal 10% of fully diluted shares each January 1.

Why does Silexion (SLXN) want to increase its authorized share capital by 50,000,000 shares?

The company says extra authorized shares are needed to maintain compliance with Nasdaq’s $2.5 million minimum shareholders’ equity rule, support ongoing pre-clinical and clinical RNAi development, and pursue potential business development deals. It currently has no unreserved authorized shares available for new equity transactions.

How will the proposed evergreen change affect Silexion’s (SLXN) equity incentive pool?

The plan would shift from a fixed 5% annual increase to a formula targeting a total equity incentive pool equal to 10% of issued and outstanding shares on a fully diluted basis each January 1. This could substantially increase shares reserved for employee, officer, director and consultant awards over time.

Could Silexion’s (SLXN) proposed share capital increase dilute existing shareholders?

The filing explains the authorization itself causes no immediate dilution, but subsequent financings, warrant exercises, note conversions and equity awards using the new capacity could significantly dilute voting power and economic interest, and may pressure the trading price of the ordinary shares depending on market conditions.

What vote is required to pass Silexion’s (SLXN) 2026 proxy proposals?

Both the Authorized Share Capital Increase Proposal and the Evergreen Increase Proposal require approval by an ordinary resolution. That means a simple majority of votes cast by shareholders present in person or by proxy, with abstentions and broker non-votes not counting as votes cast but counting for quorum.

How does Silexion (SLXN) link these proposals to its Nasdaq listing?

Silexion states that issuing equity from increased authorized share capital is its primary means to maintain at least $2.5 million shareholders’ equity, as required under Nasdaq Capital Market Rule 5550(b)(1). Management calls the Nasdaq listing a critical asset that enhances price, liquidity and market access.