Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2026, Silexion Therapeutics Corp ("Silexion" or the "Company") entered into an inducement offer letter agreement (the "Inducement Letter") with certain holders (each a "Holder") of 3,216,928 of the Company's existing series E warrants to purchase 3,216,928 of the Company's ordinary shares, par value $0.135 per share ("ordinary shares") (the "Existing Warrants"), which were issued in the Company's public offering completed on August 11, 2026, and which had a five-year exercise term and an exercise price of $0.65 per share.

Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 3,216,928 ordinary shares at a reduced exercise price of $0.2603 per share in consideration of the Company's agreement to issue new ordinary share purchase warrants (the "New Warrants"), as described below, to purchase up to an aggregate of 6,433,856 ordinary shares (the "New Warrant Shares"), at an exercise price of $0.2603 per share. The New Warrants are comprised of 3,216,928 Series F warrants (the "Series F Warrants") and 3,216,928 Series G warrants (the "Series G Warrants"), each as further described below. The Company expects to receive aggregate gross proceeds of approximately $0.84 million from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other offering expenses payable by the Company.

The Company has engaged H.C. Wainwright & Co., LLC (the "Placement Agent") to act as its exclusive placement agent in connection with the transactions contemplated by the Inducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holders' exercise of the Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Warrants. Upon exercise for cash of any New Warrants, the Company has agreed in certain circumstances to pay the Placement Agent a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect the exercise of the New Warrants, and a management fee of 1.0% of the aggregate gross exercise price paid in cash with respect to the New Warrants. The Company has also agreed to issue to the Placement Agent or its designees warrants (the "Placement Agent Warrants") to purchase up to 225,185 ordinary shares (representing 7.0% of the Existing Warrants being exercised), which will have the same terms as the New Warrants except the Placement Agent Warrants will have an exercise price equal to $0.3254 per share (125% of the reduced exercise price paid by the Holders for their exercise of the Existing Warrants). Similar to the New Warrants, the Placement Agent Warrants will be exercisable beginning upon (and subject to) the approval by the Company's shareholders, and until the five-year anniversary of the later of (i) the effective date of the increase of the Company's authorized ordinary shares following shareholder approval (the "Authorized Share Increase Date") and (ii) the effective date of the Resale Registration Statement (as defined below). Upon exercise for cash of any New Warrants, the Company has agreed in certain circumstances to issue the Placement Agent warrants representing 7.0% of the ordinary shares underlying such New Warrants. In addition, the Company has also agreed to pay the Placement Agent up to $25,000 for the fees and expenses of the Placement Agent's legal and other out-of-pocket expenses and $5,000 for clearing fees.

The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about September 29, 2026 (the "Closing Date"), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions for general corporate purposes.

The issuance of the ordinary shares underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S-1 (File No. 333-298137) which was declared effective by the Securities and Exchange Commission (the "SEC") on August 11, 2026.