UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40073

SILEXION THERAPEUTICS CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 Ha’ma’ayan Street
Modi’in-Macabbim-Reut, Israel 7177871

(Address of Principal Executive Offices, including zip code)

+972-8-6286005

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share	SLXN	The Nasdaq Stock Market LLC
Warrants exercisable for ordinary shares at an exercise price of $11.50 per share	SLXNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of August 29, 2024, 9,768,396 ordinary shares, par value $0.0001 per share, of the registrant were issued and outstanding.

SILEXION THERAPEUTICS CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
CERTAIN TERMS		ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv

PART I - FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets (unaudited)	F-4

	Condensed Consolidated Statements of Operations (unaudited)	F-6

	Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency (unaudited)	F-7

	Condensed Consolidated Statements of Cash Flows (unaudited)	F-9

	Notes to the Condensed Consolidated Financial Statements (unaudited)	F-11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16

Item 4.	Control and Procedures	16

PART II - OTHER INFORMATION		17

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Mine Safety Disclosures	17

Item 5.	Other Information	17

Item 6.	Exhibits	17

SIGNATURES		18

CERTAIN TERMS

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:

●

“we”, “us”, “our”, “the company”, “the Company”, “our company”, “New Pubco”, “New Silexion” or the “registrant” are to Silexion Therapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company which is filing this Quarterly Report;

●

“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association;

●

“Business Combination” are to the business combination transactions completed pursuant to the Business Combination Agreement, whereby, among other things: (i) Merger Sub 2 merged with and into Moringa, with Moringa continuing as the surviving company and a wholly-owned subsidiary of New Silexion; (ii) Merger Sub 1 merged with and into Silexion, with Silexion continuing as the surviving company and a wholly-owned subsidiary of New Silexion; (iii) the security holders of each of Moringa and Silexion exchanged their securities for securities of New Silexion at alternate, set exchange rates; (iv) the ordinary shares, warrants and units of Moringa were delisted from the Nasdaq Capital Market and deregistered under the Exchange Act; and (v) the ordinary shares and warrants of Silexion issued in the Business Combination commenced trading on the Nasdaq Global Market;

●

“Business Combination Agreement” are to the Amended and Restated Business Combination Agreement, dated April 3, 2024, by and among Moringa, New Silexion, August M.S. Ltd. (an Israeli company and a wholly owned subsidiary of New Silexion) (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp (a Cayman Islands exempted company and a wholly owned subsidiary of New Silexion) (“Merger Sub 2”) and Silexion;

●

“Closing” are to the closing of the Business Combination, which occurred on August 15, 2024;

●

“Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time;

●

“EarlyBirdCapital” are to EarlyBirdCapital, Inc., the representative of the underwriters of Moringa’s initial public offering;

●

“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended.

●

“Business Combination Approval Meeting” are to the extraordinary general meeting of Moringa held on August 6, 2024 at which Moringa’s shareholders approved the Business Combination.

●

“initial public offering” or “IPO” are to Moringa’s initial public offering of its Class A ordinary shares, which was consummated in two closings, on February 19, 2021 and March 3, 2021;

●

“Marketing Agreement” are to the Business Combination Marketing Agreement, dated February 16, 2021, entered into by Moringa with EarlyBirdCapital in connection with the IPO;

●

“Moringa” are to Moringa Acquisition Corp, a Cayman Islands exempted company, which was formerly a special purpose acquisition company, and, after the Business Combination, is a wholly-owned subsidiary of New Silexion;

●

“Moringa founders shares” are to Moringa’s 2,875,000 Class B ordinary shares (all of which were eventually converted into Moringa Class A ordinary shares) initially purchased by the Moringa sponsor in a private placement prior to Moringa’s initial public offering, of which 1,308,000 were forfeited by the Moringa sponsor, and 1,567,000 were transferred as backstop shares to third parties, in each case at the Closing, in accordance with the Business Combination Agreement;

●

“Moringa private units” are to the 380,000 units, consisting of 380,000 Moringa private shares and 190,000 Moringa private warrants, issued and sold to the Moringa sponsor and EarlyBirdCapital, in the aggregate, in private placements simultaneously with the closings of Moringa’s initial public offering;

●

“Moringa sponsor” are to Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, which served as the sponsor of Moringa, and include, where applicable, its affiliates (including Moringa’s initial shareholder, Moringa Sponsor US L.P., a Delaware limited partnership, which is a wholly-owned subsidiary of Moringa sponsor, and Greenstar, L.P., a Cayman Islands exempted limited partnership which has the same general partner as Moringa Sponsor, LP);

●

“New Silexion Registration Statement” are to the registration statement on Form S-4 (SEC File No. 333-279281) filed by New Silexion in respect of the Business Combination, which was initially filed on May 9, 2024 and was declared effective by the SEC on July 16, 2024;

●

“ordinary shares” are to our ordinary shares, par value $0.0001 per share;

●

“private shares” are to the 380,000 ordinary shares, in the aggregate, issued to the Moringa sponsor and EarlyBirdCapital pursuant to the Business Combination in exchange for the Moringa private shares included in the Moringa private units, which private shares are subject to a 30-day lock-up period after the Closing;

●

“private warrants” are to the 190,000 warrants, in the aggregate, issued to the Moringa sponsor and EarlyBirdCapital pursuant to the Business Combination in exchange for the Moringa private warrants included in the Moringa private units, which private warrants are subject to a 30-day lock-up period after the Closing;

●

“proxy statement/prospectus” are to our proxy statement/prospectus, dated July 17, 2024, which we filed with the SEC on July 17, 2024 pursuant to Rule 424(b)(3) under the Securities Act;

●

“public shares” are to our ordinary shares issued to Moringa’s public shareholders pursuant to the Business Combination in exchange for their Moringa Class A ordinary shares purchased in Moringa’s initial public offering or in the public market after Moringa’s initial public offering;

●

“public warrants” are to our warrants issued to Moringa’s public warrant holders pursuant to the Business Combination in exchange for their Moringa public warrants issued in Moringa’s initial public offering or in the public market after Moringa’s initial public offering;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Securities Act” are to the U.S. Securities Act of 1933, as amended;

●

“Silexion” are to Silexion Therapeutics Ltd., an Israeli company, which following the Business Combination is a wholly-owned subsidiary of New Silexion;

●

“Super Form 8-K” are to the current report on Form 8-K filed by New Silexion with the SEC on August 21, 2024;

●

“trust account” are to the U.S.-based trust account that was maintained by Continental Stock Transfer & Trust Company acting as trustee, into which the proceeds from Moringa’s initial public offering and concurrent private placement were deposited, which proceeds were reduced due to redemptions of Moringa public shares prior to the Business Combination and the remaining funds of which (after payment of fees owed to EarlyBirdCapital and other service providers of Moringa for services provided prior to the Closing) were transferred to the Company upon the Closing of the Business Combination;

●

“warrants” are to our warrants to purchase ordinary shares issued pursuant to the Business Combination in exchange for Moringa warrants, and consist of public warrants and private warrants; and

●

“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

iii

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Quarterly Report, including statements in “Part 1, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Forward-looking statements in this Quarterly Report may include, for example, statements about:

●

the Company’s ability to recognize the expected benefits of the Business Combination;

●

the ability to maintain the listing of the ordinary shares and warrants on Nasdaq following the Business Combination;

●

the future performance of the Company following the Business Combination, including Silexion’s projected timeline for regulatory approvals of its product candidates; ;

●

the Company’s market opportunity;

●

the Company’s strategy, future operations, financial position, projected costs, prospects and plans;

●

expectations regarding the time during which the Company will be an emerging growth company under the JOBS Act;

●

the expected U.S. federal income tax impact of the Business Combination;

●

the Company’s ability to retain or recruit officers, key employees and directors following the completion of the Business Combination;

●

the impact of the regulatory environment and complexities with compliance related to such environment;

●

expectations regarding future partnerships or other relationships with third parties; and

●

the Company’s future capital requirements and sources and uses of cash, including the Company’s ability to obtain additional capital in the future.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For information regarding important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Risk Factors” in the proxy statement/prospectus and to “Item 2.01 Completion of Acquisition or Disposition of Assets— Form 10 Information— Risk Factors” in the Super Form 8-K. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.report. Except as expressly required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Explanatory Note

The financial statements included in this Part I, Item 1 of this Quarterly Report as of, and for the three and six-month periods ended on June 30, 2024 are those of Silexion and not New Silexion. The determination to include Silexion’s financial statements in lieu of New Silexion’s was based on the fact that only Silexion and not the Company was an active entity with actual operations during the three and six-month periods, and as of the balance sheet date, that are required to be presented in this Quarterly Report. Until the consummation of the Business Combination, which occurred on August 15, 2024 (which was after the balance sheet date of, and the three and six - month periods ended on June 30, 2024), the Company had no operations and had been formed for the sole purpose of entering into the Business Combination and serving as the publicly-traded registrant resulting from the Business Combination. Consequently, the Company’s financial condition and results of operations as of, and for the three and six-month periods ended on June 30, 2024 are not material to an understanding of the financial condition and results of operations of the registrant, and have therefore been omitted from this Quarterly Report. For the subject period and as of the subject balance sheet date, only the financial information of Silexion, as the accounting acquirer in the Business Combination and the predecessor entity to the Company from an accounting perspective, is material to an understanding of the financial condition and results of operations of the registrant.

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

F-1

SILEXION THERAPEUTICS LTD.

INTERIM FINANCIAL STATEMENTS

JUNE 30, 2024

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets (unaudited)	F-3-F-4
Condensed Consolidated Statements of Operations (unaudited)	F-5
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency (unaudited)	F-6-F-7
Condensed Consolidated Statements of Cash Flows (unaudited)	F-8-F-9
Notes to Condensed Consolidated Financial Statements (unaudited)	F-10-F-20

F-2

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		December 31
	2024		2023
	U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	1,697	$	4,595
Restricted cash		25		25
Prepaid expenses		527		335
Other current assets		66		24
TOTAL CURRENT ASSETS		2,315		4,979

NON-CURRENT ASSETS:
Restricted cash		25		25
Long-term deposit		5		5
Property and equipment, net		40		49
Operating lease right-of-use asset		140		198
TOTAL NON-CURRENT ASSETS		210		277
TOTAL ASSETS	$	2,525	$	5,256

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-3

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31
	2024			2023
	U.S. dollars in thousands
Liabilities and redeemable convertible preferred shares, net of capital deficiency
CURRENT LIABILITIES:
Trade payables	$	281		$	319
Current maturities of operating lease liability		108			112
Warrants to preferred shares (including $321 and $186 due to related party, as of June 30, 2024 and December 31, 2023, respectively)		345			200
Employee related obligations		251			207
Accrued expenses and other account payable		1,379			1,358
TOTAL CURRENT LIABILITIES		2,364			2,196

NON-CURRENT LIABILITIES:
Long-term operating lease liability		8			59
TOTAL NON-CURRENT LIABILITIES	$	8		$	59
TOTAL LIABILITIES	$	2,372		$	2,255

COMMITMENTS AND CONTINGENT LIABILITIES
REDEEMABLE CONVERTIBLE PREFERRED SHARES AND NON-CONTROLLING INTERESTS:
Convertible Series A Preferred Shares (NIS 0.01 par value, 510,000 shares authorized as of June 30, 2024 and December 31, 2023, 388,088 shares issued and outstanding as of June 30, 2024 and December 31, 2023); aggregate liquidation preference of $8,162 as of June 30, 2024;
Convertible Series A-1 Preferred Shares (NIS 0.01 par value per share, 120,000 shares authorized as of June 30, 2024 and December 31, 2023, 91,216 shares issued and outstanding as of June 30, 2024 and December 31, 2023); aggregate liquidation preference of $2,443 as of June 30, 2024;
Convertible Series A-2 Preferred Shares (NIS 0.01 par value per share, 200,000 shares authorized as of June 30, 2024 and December 31, 2023, 45,458 shares issued and outstanding as of June 30, 2024 and December 31, 2023); aggregate liquidation preference of $2,763 as of June 30, 2024;
Convertible Series A-3 Preferred Shares (NIS 0.01 par value per share, 80,000 shares authorized as of June 30, 2024 and December 31, 2023, 63,331 shares issued and outstanding as of June 30, 2024 and December 31, 2023); aggregate liquidation preference of $2,887 as of June 30, 2024;
Convertible Series A-4 Preferred Shares (NIS 0.01 par value per share, 815,000 shares authorized as of June 30, 2024 and December 31, 2023, 21,717* shares issued and outstanding as of June 30, 2024 and December 31, 2023); aggregate liquidation preference of $1,076 as of June 30, 2024;
TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES		15,057			15,057
CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS		3,353			3,420
TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS	$	18,410		$	18,477
CAPITAL DEFICIENCY:
Ordinary shares (NIS 0.01 par value per share, 3,275,000 shares authorized as of June 30, 2024 and December 31, 2023; 250,492 and 219,354 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)		1			1
Additional paid-in capital		11,398			11,334
Accumulated deficit		(29,656	)		(26,811	)
TOTAL CAPITAL DEFICIENCY	$	(18,257	)	$	(15,476	)
TOTAL REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS, NET OF CAPITAL DEFICIENCY	$	153		$	3,001
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND NON-CONTROLLING INTEREST NET OF CAPITAL DEFICIENCY	$	2,525		$	5,256

*	Net of 121,119 treasury shares held by the subsidiary as of June 30, 2024 and December 31, 2023

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-4

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Six months ended June 30				Three months ended June 30
	2024		2023		2024		2023
	U.S. dollars in thousands				U.S. dollars in thousands
OPERATING EXPENSES:
Research and development (including $34 from related party for the six months period ended June 30, 2024 and 2023, respectively, and including $17 from related party for the three months period ended June 30, 2024 and 2023, respectively)	$	1,727	$	1,916	$	766	$	1,235
General and administrative (including $24 from related party for the six months period ended June 30, 2024 and 2023, respectively, and including $12 from related party for the three months period ended June 30, 2024 and 2023, respectively)		908		306		619		179
TOTAL OPERATING EXPENSES		2,635		2,222		1,385		1,414
OPERATING LOSS		2,635		2,222		1,385		1,414
Financial expenses, net (including $135 and $0 from related party for the six months period ended June 30, 2024 and 2023, respectively, and including $60 and $0 from related party for the three months period ended June 30, 2024 and 2023, respectively)		270		377		102		452
LOSS BEFORE INCOME TAX	$	2,905	$	2,599	$	1,487	$	1,866
INCOME TAX		7		20		2		10
NET LOSS	$	2,912	$	2,619	$	1,489	$	1,876

Attributable to:
Equity holders of the Company		2,845		2,427		1,472		1,653
Non-controlling interests		67		192		17		223
	$	2,912	$	2,619	$	1,489	$	1,876

LOSS PER SHARE, BASIC AND DILUTED	$	11.31	$	9.61	$	5.87	$	6.54

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE		251,655		252,462		250,847		252,462

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-5

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE
CONVERTIBLE PREFERRED SHARES AND CAPITAL DEFICIENCY

(U.S. dollars in thousands, except per share data)

	Redeemable Convertible Preferred Shares																																				Total redeemable convertible preferred shares and contingently redeemable
	Series A preferred shares				Series A-1 preferred shares				Series A-2 preferred shares				Series A-3 preferred shares				Series A-4 preferred shares				Contingently redeemable non- controlling interests			Ordinary shares					Additional paid-in		Accumulated			Total capital			non- controlling interests, net of capital
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount			Shares			Amount		Capital		deficit			deficiency			deficiency
BALANCE AT JANUARY 1, 2023		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		-		-	$	3,586			219,354		$	1	$	11,203	$	(21,869	)	$	(10,665	)	$	7,567
CHANGES DURING THE SIX MONTHS PERIOD ENDED JUNE 30, 2023 (unaudited):
Issuance of Preferred A-4 shares, net of issuance cost																		21,717	$	411										1					1			412
Share-based compensation																														64					64			64
Net loss																						(192	)									(2,427	)		(2,427	)		(2,619	)
BALANCE AS OF JUNE 30, 2023		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		21,717	$	411	$	3,394			219,354		$	1	$	11,268	$	(24,296	)	$	(13,027	)	$	(5,424	)

BALANCE AT JANUARY 1, 2024		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		21,717	$	411	$	3,420			219,354		$	1	$	11,334	$	(26,811	)	$	(15,476	)	$	3,001
CHANGES DURING THE SIX MONTHS PERIOD ENDED JUNE 30, 2024 (unaudited):
Exercise of options																									31,138	**		*		*					*			*
Share-based compensation																														64					64			64
Net loss																						(67	)									(2,845	)		(2,845	)		(2,912	)
BALANCE AS OF JUNE 30, 2024		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		21,717	$	411	$	3,353			250,492		$	1	$	11,398	$	(29,656	)	$	(18,257	)	$	153

	*	Represents an amount less than $1
	**	Represents fully vested pre-funded options for the Company’s ordinary shares at an exercise price of $0.01 or 0.01 NIS per share

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-6

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE
CONVERTIBLE PREFERRED SHARES AND CAPITAL DEFICIENCY

(U.S. dollars in thousands, except per share data)

	Redeemable Convertible Preferred Shares																																			Total redeemable convertible preferred shares and contingently redeemable
	Series A preferred shares				Series A-1 preferred shares				Series A-2 preferred shares				Series A-3 preferred shares				Series A-4 preferred shares				Contingently redeemable non-controlling interests			Ordinary shares				Additional paid-in		Accumulated			Total capital			non- controlling interests, net of capital
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount			Shares		Amount		Capital		deficit			deficiency			deficiency
BALANCE AT MARCH 31, 2023		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		-		-	$	3,617			219,354	$	1	$	11,235	$	(22,643	)	$	(11,407	)	$	6,856
CHANGES DURING THE THREE MONTHS PERIOD ENDED JUNE 30, 2023 (unaudited):
Issuance of Preferred A-4 shares, net of issuance cost																		21,717	$	411									1					1			412
Share-based compensation																													32					32			32
Net loss																						(223	)								(1,653	)		(1,653	)		(1,876	)
BALANCE AS OF JUNE 30, 2023		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		21,717	$	411		3,394			219,354	$	1	$	11,268	$	(24,296	)	$	(13,027	)	$	(5,424	)

BALANCE AT MARCH 31, 2024		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		21,717	$	411	$	3,370			250,492	$	1	$	11,366	$	(28,184	)	$	(16,817	)	$	1,610
CHANGES DURING THE THREE MONTHS PERIOD ENDED JUNE 30, 2024 (unaudited):
Share-based compensation																													32					32			32
Net loss																						(17	)								(1,472	)		(1,472	)		(1,489	)
BALANCE AS OF JUNE 30, 2024		388,088	$	7,307		91,216	$	2,392		45,458	$	2,264		63,331	$	2,683		21,717	$	411	$	3,353			250,492	$	1	$	11,398	$	(29,656	)	$	(18,257	)	$	153

Represents an amount less than $1

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-7

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30						Three months ended June 30
	2024			2023			2024			2023
	U.S. dollars in thousands						U.S. dollars in thousands

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,912	)	$	(2,619	)	$	(1,489	)	$	(1,876	)
Adjustments required to reconcile loss to net cash used in operating activities:
Depreciation		15			29			7			14
Share-based compensation expenses		64			64			32			32
Non-cash financial expenses		219			257			83			278

Changes in operating assets and liabilities:
Increase (decrease) in prepaid expenses		(192	)		(2	)		(63	)		5
decrease in other receivables		(42	)		(9	)		2			(20	)
Increase (decrease) in trade payable		(38	)		(57	)		37			(52	)
Net change in operating lease		4			(5	)		2			(2	)
Increase (decrease) in employee related obligations		44			(62	)		(3	)		(20	)
Increase (decrease) in accrued expenses		21			(183	)		327			(35	)
Net cash used in operating activities		(2,817	)		(2,587	)		(1,065	)		(1,676	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from short-term deposit		-			507			-			-
Purchase of property and equipment		(6	)		(2	)		-			(2	)
Net cash provided by (used in (investing activities		(6	)		505			-			(2	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred shares and warrants, net of issuance costs		-			522			-			522
Exercise of options		*			-			-			-
Net cash provided by financing activities		*			522			-			522

DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(2,823	)		(1,560	)		(1,065	)		(1,156	)
EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(75	)		(258	)		(19	)		(277	)
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		4,645			8,309			2,831			7,924
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	1,747		$	6,491		$	1,747		$	6,491

*	Represents an amount less than $1

F-8

SILEXION THERAPEUTICS LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30				Three months ended June 30
	2024		2023		2024		2023
	U.S. dollars in thousands				U.S. dollars in thousands
Appendix A –
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents		1,697		6,442		1,697		6,442
Restricted cash		50		49		50		49
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS	$	1,747	$	6,491	$	1,747	$	6,491

Appendix B - SUPPLEMENTARY INFORMATION:
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest received	$	25	$	78	$	6	$	39

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-9

SILEXION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(U.S. dollars in thousands)

NOTE 1 - GENERAL:

Silexion Therapeutics Ltd. (formerly known as Silenseed Ltd.) (hereinafter -“the Company”) was incorporated in Israel and began its operations on November 30, 2008. Since its incorporation, the Company has been engaged in one operating segment - the research and development of innovative treatments for pancreatic cancer based on siRNAs, aiming to stop the production of a specific pancreatic cancer-causing protein known as the KRAS mutation. The Company’s long-lived assets are located in Israel.

On April 28, 2021, the Company signed an agreement with Guangzhou Sino-Israel Biotech Investment Fund (“GIBF”) to establish a new company in China. On June 15, 2021 a company was established in China, named Silenseed (China) Ltd (hereinafter - the “Subsidiary”). The Company owns 51% of the shares of the Subsidiary. The Subsidiary has not yet started significant operations as of June 30, 2024. The Company and the Subsidiary, together - “the Group”.

On February 21, 2024, the Company entered into a business combination agreement with Moringa Acquisition Corp (the “SPAC”), a Cayman Islands exempted company whose class A ordinary shares (as well as other instruments) are listed for trade on the Nasdaq Capital Market (Nasdaq: MACA), and April M.G. Ltd. (the “April Merger Sub”), an Israeli company and a wholly-owned subsidiary of the SPAC (the “Original BCA”). According to the Original BCA, April Merger Sub was to merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of the SPAC, and with the SPAC continuing as a public company following the completion of the merger and with its securities continuing to be traded on Nasdaq.

On April 3, 2024, the Company entered into an Amended and Restated Business Combination Agreement (hereinafter, “A&R BCA”) with the SPAC, Biomotion Sciences, a newly-formed Cayman Islands exempted company (“Biomotion Sciences” or “New Pubco”), August M.S. Ltd. an Israeli company and wholly-owned subsidiary of Biomotion Sciences (“Merger Sub 1”), and Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and wholly-owned subsidiary of Biomotion Sciences (“Merger Sub 2”) which replaced the Original BCA. The A&R BCA, provided for a technical change in the contemplated transaction structure to a “double dummy” structure, as a result of which both the Company and the SPAC will become wholly-owned subsidiaries of Biomotion Sciences, which will be the publicly-held, Nasdaq-listed entity, rather than the Company becoming a subsidiary of the Nasdaq-listed SPAC, as initially contemplated under the Original BCA.

Pursuant to the transactions contemplated under the A&R BCA (collectively, the “Business Combination “), Merger Sub 2 was to merge with and into the SPAC, with the SPAC continuing as the surviving company of such merger and a wholly-owned subsidiary of New Pubco (the “SPAC Merger”), and Merger Sub 1 was to merge with and into the Company, with the Company continuing as the surviving company of such merger and a wholly-owned subsidiary of New Pubco (the “Acquisition Merger”). Upon the effectiveness of the SPAC Merger, each outstanding SPAC Class A ordinary share and the sole outstanding SPAC Class B ordinary share was to convert into an ordinary share of New Pubco on a one-for-one basis. Each outstanding warrant to purchase one SPAC Class A ordinary share was to convert into a warrant to purchase one New Pubco ordinary share, at the same exercise price. Upon the effectiveness of the Acquisition Merger, each outstanding ordinary share and preferred share of the Company was to convert into such number of ordinary shares of New Pubco as is equal to the quotient obtained by dividing (x) the quotient obtained by dividing (1) $62,500 by (2) the number of fully diluted Company equity securities, by (y) $0.01 (the “Silexion Equity Exchange Ratio”). Each outstanding Company warrant and Company option to purchase one Company share, and Company restricted share unit (RSU) that may be potentially settled for one Company share, was to became exercisable for, or became subject to settlement for (as applicable), such number of New Pubco ordinary shares as are equal to the Silexion Equity Exchange Ratio. The exercise price per New Pubco ordinary share of each such converted Company option and Company warrant was to be adjusted based on dividing the existing per share exercise price by the Silexion Equity Exchange Ratio. The terms of vesting, exercise and/or settlement, as applicable, of such converted options, warrants and RSUs was to remain the same following such conversion, except that the vesting of each Company option was to accelerate immediately prior to the Acquisition Merger, such that the New Pubco option into which it was to be converted was to be fully vested, and all Company warrants were to be exercised (on a cashless basis) immediately prior to the Acquisition Merger. Immediately prior to the closing of the Business Combination, seven directors were to be elected to New Pubco’s board of directors, of whom five were to designated by the Company and two were to be designated by the SPAC’s sponsor (the “Sponsor”). The A&R BCA also required, as a closing condition, the transfer of the remaining outstanding shares of the Subsidiary held by GIBF to the Company prior to the closing of the Business Combination in exchange for the issuance to GIBF of shares of the Company, which were to convert into ordinary shares of New Pubco in accordance with the Silexion Equity Exchange Ratio upon the closing.

F-10

SILEXION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(U.S. dollars in thousands)

NOTE 1 - GENERAL (continued):

In connection with the closing of the Business Combination, the ordinary shares and warrants of Biomotion Sciences were expected to be listed on the Nasdaq Global Market and begin trading under the symbols “SLXN” and “SLXNW”, respectively.

The Business Combination was to be accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, the Company was to be treated as the accounting acquirer and the SPAC was to be treated as the “acquired” company for financial reporting purposes. The Company was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●

the Company’s shareholders were to hold approximately 61.55% of the outstanding voting interests in New Pubco upon the closing of the Business Combination;

●

the Company’s senior management were to comprise the senior management of New Pubco;

●

the directors nominated by the Company were to constitute a majority of the board of directors of New Pubco (five out of seven of the initial directors);

●

the Company’s operations were to comprise the ongoing operations of New Pubco; and

●

the Company’s name was to be the name used by New Pubco (in replacement of Biomotion Sciences).

Under the reverse recapitalization accounting method, the Business Combination was to be deemed to be the equivalent of a capital transaction in which the Company will issue shares for the net assets of the SPAC. The net assets of the SPAC will be stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Company.

On June 18, 2024 the Company entered into a waiver with the other parties to the A&R BCA (the “Investments Waiver”). The Investments Waiver provided, in principal part, that: (i) the conditions to closing under the A&R BCA requiring that an equity financing of the Company in an amount of at least $3,500 (the “Silexion Equity Financing”) and an investment by the Sponsor in New Pubco of between $350 and $500 (the “Sponsor Investment”) shall have occurred, were waived; (ii) 1,382,325 of the Sponsor Investment shares that were potentially issuable to the Sponsor by New Pubco in respect of the Sponsor Investment under the A&R BCA were to be issued to the Sponsor upon the closing notwithstanding that the Sponsor Investment has not taken place; (iii) the A&R Sponsor Promissory Note Cap (which sets the maximum dollar amount of Sponsor loans to the SPAC that may be converted by the Sponsor into New Pubco ordinary shares, subject to reduction for certain fees payable at the Closing, under an amended and restated promissory note to be issued by New Pubco to the Sponsor at the closing (the “A&R Sponsor Promissory Note”) was increased from $5.2 million to $5.5 million, and (iv) the controlling stakeholder of the Sponsor is to be entitled to a gross monthly fee of $10 for a period of 36 months following closing under the A&R BCA.

F-11

SILEXION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(U.S. dollars in thousands)

NOTE 1 - GENERAL (continued):

On August 15, 2024, the Business Combination was completed (see Note 10).

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations.

The Company’s headquarters are located in Modiin, Israel. As of the issuance date of these consolidated financial statements, the conflict between Israel and Hamas has not had a material impact on the Company’s results of operations or financial position, if at all. The Company cannot currently predict the intensity or duration of Israel’s war against Hamas, however, as most of the Company’s trials are not executed in Israel, the Company does not believe the recent terrorist attack and the subsequent declaration of war by the Israeli government against the Hamas terrorist organization will have any material impact on its ongoing operations. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees.

Any hostilities involving Israel, or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect the Company’s operations and results of operations and could make it more difficult for the Company to raise capital.

Going concern:

Since its inception, the Company has devoted substantially all its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its development and clinical stage and has not yet generated revenues.

The Company has incurred losses of $2,912 and $5,108 for the six-months period ended on June 30, 2024 and for the year ended December 31, 2023, respectively. During the six-month period ended on June 30, 2024, the Company had negative operating cash flows of $2,817. As of June 30, 2024, the Company had cash and cash equivalents of $1,697. On August 15, 2024, the Company completed a business combination with the SPAC (see Note 10(f)).

The Company expects to continue incurring losses, and negative cash flows from operations. Management is in the process of evaluating various financing alternatives, as the Company will need to finance future research and development activities, general and administrative expenses and working capital through fund raising. However, there is no assurance that the Company will be successful in obtaining such funding.

Under these circumstances, in accordance with the requirements of ASC 205-40, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the date these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Unaudited Condensed Financial Statements

The accompanying condensed financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial statements and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2024, and the consolidated results of operations, statements of changes in redeemable convertible preferred shares and capital deficiency and cash flows for the six-month period ended June 30, 2024 and 2023.

F-12

SILEXION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(U.S. dollars in thousands)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The consolidated results for the six-month ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2023, which were included in Amendment No. 3 to the registration statement on Form S-4 filed by Biomotion Sciences with the U.S. Securities and Exchange Commission on July 12, 2024. The significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. As applicable to these financial statements, the most significant estimates and assumptions relate share-based compensation and to fair value of financial instruments. See Note 6 and Notes 4 and 7, respectively. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.

Restricted cash

As of June 30, 2024 and December 31, 2023, the Company pledged an amount of $25 in favor of a bank as collateral for guarantees provided to secure the lease payments.

The Company is required to hold a minimum amount of NIS 85 in its bank account in order to maintain availability of a credit line from its credit card company.

Fair value measurement

Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities.

Level 3

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

F-13

SILEXION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(U.S. dollars in thousands)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

Concentration of credit risks

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash and short-term deposits. The Company deposits cash and cash equivalents mostly with three low risk financial institution. The Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments.

Loss per share

The Company calculates loss per share using the two-class method required for participating securities. This method entails allocating income available to ordinary shareholders for the period between ordinary shares and participating securities based on their respective rights to receive dividends as if all income for the period had been distributed. Basic loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year, and fully vested pre-funded options for the Company’s ordinary shares at an exercise price of $0.01 or 0.01 NIS per share. The Company considers these shares to be exercisable for little to no additional consideration. The Company also considers its redeemable convertible preferred shares to be participating securities as the holders of the redeemable convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all redeemable convertible preferred shares into ordinary shares. However, these participating securities do not contractually require the holders to participate in the Company’s losses. Consequently, net loss for the periods presented was not allocated to the Company’s participating securities.

New accounting pronouncements:

Recently issued accounting standards not yet adopted:

In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU also require that a public entity that has a single reportable segment to provide all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating this ASU to determine its impact on the Company’s segment disclosures.

In December, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU will be effective for fiscal years beginning after December 15, 2025, and allows adoption on a prospective basis, with a retrospective option. The Company is in the process of assessing the impacts and method of adoption.

F-14

SILEXION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(U.S. dollars in thousands)

NOTE 3 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:

Statement of operations:

Research and development expenses:

	Six months ended June 30				Three months ended June 30
	2024		2023		2024		2023
Payroll and related expenses	$	514	$	569	$	235	$	245
Subcontractors and consultants		1,128		1,208		497		910
Materials		3		16		-		6
Rent and maintenance		49		78		18		35
Travel expenses		13		27		13		27
Other		20		18		3		12
	$	1,727	$	1,916	$	766	$	1,235

General and administrative expenses:

Payroll and related expenses	$	306	$	145	$	164	$	97
Professional services		448		28		369		10
Depreciation		15		29		7

SEC Form 10-Q filed by Silexion Therapeutics Corp