Silexion Therapeutics Corp - 2022416 - 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 001-39157
Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-42253 | | N/A |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
12 Abba Hillel Road
Ramat-Gan, Israel 5250606
Ramat-Gan, Israel 5250606
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +972-3 756-4999
Not Applicable
(Former name or former address, 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 $0.0135 per share | | SLXN | | The Nasdaq Stock Market LLC |
| Warrants exercisable for ordinary shares at an exercise price of $1,552.50 per share | | SLXNW | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐ No ☒
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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s ordinary shares held by non-affiliates (based on 8,172,750 ordinary shares held by non-affiliates as of that date and an $0.81 closing price of the ordinary shares on Nasdaq on that date (neither of which reflects the subsequent 1-for-15 reverse share split effected by the registrant on July 29, 2025) was $6,619,600.
As of March 10, 2026, 3,330,785 ordinary shares, par value $0.0135 per share, were issued and outstanding.
Documents Incorporated by Reference: None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Silexion Therapeutics Corp (the “Company”, “we”, “us” or “our”) for the fiscal year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2026 (the “Original 10-K”), is being filed solely to amend and restate Part II “Item 9A. Controls and Procedures” to correct typographical errors whereby the date as of which the Company’s management evaluated the effectiveness of our internal control over financial reporting is stated as December 31, 2024 whereas that evaluation was actually carried out as of December 31, 2025. Those typographical errors are corrected in this Amendment.
This Amendment contains only the cover page, this explanatory note, the complete text of Item 9A, the exhibit list, a signature page and the certifications of the Company’s principal executive and financial and accounting officers under the Sarbanes Oxley Act of 2002, as amended.
Other than as expressly set forth herein (including updated versions of Exhibits 3.5 and 10.5.2 listed in the exhibit index, which reflect updated versions of matters included in the Original 10-K that have been approved by our shareholders since the filing of the Original 10-K), this Amendment does not, and does not purport to, amend, update or restate the information in the Original 10-K or reflect any events that have occurred after the Original 10-K was filed. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original 10-K was filed. This Amendment should be read together with the Original 10-K and the Company’s other filings with the SEC.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.
Management’s Report on Internal Control over Financial Reporting; Attestation Report of the Registered Public Accounting Firm.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
We are an emerging growth company, and are furthermore neither an accelerated filer nor a large accelerated filer, in each case as defined in Rule 12b-2 under the Exchange Act. Therefore, we are not required under Section 202 of the Sarbanes-Oxley Act (and the SEC rules and regulations thereunder) to provide an attestation report on management’s assessment of our internal control over financial reporting from a registered public accounting firm in this Annual Report.
Changes in Internal Control over Financial Reporting
Based on the evaluation conducted by our senior management, including our Chief Executive Officer and Chief Financial Officer, we have concluded that there has been no change that occurred during the three-month period ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents were filed as part of the Original 10-K: |
| (1) | Our financial statements as of, and for the year ended December 31, 2025, which were included in the “F-“ pages of the Original 10-K. |
| (3) | The exhibits are listed in the following Exhibit Index: |
| Exhibit No. | | Description |
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101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
| * Filed with the Original 10-K. |
** Filed with this Amendment.
*** Furnished with this Amendment.
# Indicates management contract or compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Silexion Therapeutics Corp | |
| | |
| By: | /s/ Ilan Hadar |
| Name: | Ilan Hadar |
| Title: | Chairman of the Board and Chief Executive Officer |
| Date: | May 19, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | | Position | | Date |
| | | | | |
| /s/ Ilan Hadar | | Chairman of the Board and Chief Executive Officer | | May 19, 2026 |
| Ilan Hadar | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Mirit Horenshtein Hadar | | Chief Financial Officer | | May 19, 2026 |
| Mirit Horenshtein Hadar | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Ruth Alon | | Director | | May 19, 2026 |
| Ruth Alon |
| /s/ Dror Abramov | Director | | May 19, 2026 | |
| Dror Abramov | | | | |
| | | | | |
| /s/ Avner Lushi | | Director | | May 19, 2026 |
| Avner Lushi | | | | |
| | | | | |
| /s/ Shlomo Noy | | Director | | May 19, 2026 |
| Shlomo Noy | | | | |
| | | | | |
| /s/ Amnon Peled | | Director | | May 19, 2026 |
| Amnon Peled |