Form 8-K

8-K — Silexion Therapeutics Corp

Accession: 0001178913-26-004645

Filed: 2026-09-29

Period: 2026-09-28

CIK: 0002022416

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — zk2636167.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (exhibit_10-1.htm)

EX-10.2 — EXHIBIT 10.2 (exhibit_10-2.htm)

EX-10.3 — EXHIBIT 10.3 (exhibit_10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

September 28, 2026

Silexion Therapeutics

Corp

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42253

N/A

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

12 Abba Hillel Road

Ramat-Gan, Israel

5250606

(Address of principal executive offices)

(Zip Code)

+972-3-756-4999

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.135 per share

SLXN

The Nasdaq Stock Market LLC

Warrants exercisable for Ordinary Shares at an exercise price of $15,525.00 per share

SLXNW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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.

The Company also agreed to file a registration

statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible) providing for the resale of the New Warrant

Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”) within thirty

(30) calendar days of the date of the Inducement Letter, and to use commercially reasonable efforts to have such Resale Registration Statement

declared effective by the SEC within sixty (60) calendar days following the date of the Inducement Letter (or within ninety (90) calendar

days following the date of the Inducement Letter in case of “full review” of the Resale Registration Statement by the SEC)

and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New

Warrant Shares. In the Inducement Letter, the Company agreed not to issue any ordinary shares or ordinary share equivalents or to file

any other registration statement with the SEC (in each case, subject to certain exceptions) for 15 days following the Closing Date. The

Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1)

year after the Closing Date (subject to certain exceptions).

The New Warrants, Placement Agent Warrants, the

New Warrant Shares and the ordinary shares issuable upon the exercise of the Placement Agent Warrants are being offered and sold pursuant

to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”). Each of the Holders has represented that it is an accredited investor as defined in Rule 501 of the Securities Act and

has acquired such securities for its own account and has no arrangements or understandings for any distribution thereof. The offer and

sale of the foregoing securities is being made without any form of general solicitation or advertising. The New Warrants, Placement Agent

Warrants, the New Warrant Shares and the ordinary shares issuable upon the exercise of the Placement Agent Warrants have not been registered

under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States

except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities

Act and such applicable state securities laws.

This Current Report on Form 8-K shall not constitute

an offer to sell or the solicitation to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Terms of the New Warrants

The following summary of certain terms and provisions

of the New Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the New Warrants, the form

of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The following description

of the New Warrants is qualified in its entirety by reference to such exhibit.

Duration and Exercise Price

Each New Warrant will have an exercise price equal

to $0.2603 per share. The Series F Warrants will expire five years after the later of (i) the Authorized Share Increase Date and (ii)

the effective date of the Resale Registration Statement and the Series G Warrants will expire twenty-four months after the later of (x)

the Authorized Share Increase Date and (y) the effective date of the Resale Registration Statement. The exercise price and number of

New Warrant Shares issuable upon exercise of the New Warrants is subject to appropriate adjustment in the event of share dividends, share

splits, subsequent rights offerings, pro rata distributions, reorganizations, or similar events affecting the Company’s ordinary

shares and the exercise price.

Exercisability

The New Warrants will be exercisable, at the option

of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the

number of ordinary shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together

with its affiliates) may not exercise any portion of such holder’s New Warrants to the extent that the holder would own more than

4.99% (or, at the election of the holder, 9.99%) of the outstanding ordinary shares immediately after exercise, except that upon prior

notice from the holder to the Company, the holder may increase or decrease the amount of ownership of ordinary shares after exercising

the holder’s New Warrants up to 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise,

as such percentage ownership is determined in accordance with the terms of the New Warrants, provided that any increase will not be effective

until 61 days following notice to the Company.

Cashless Exercise

If, at the time a holder exercises its New Warrants,

a registration statement registering the resale of the New Warrant Shares by the holder under the Securities Act is not then effective

or available, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of

the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part), the net number

of ordinary shares determined according to a formula set forth in the New Warrants.

Trading Market

There is no established trading market for the

New Warrants, and the Company does not expect an active trading market to develop. The Company does not intend to apply to list the New

Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the New Warrants will be extremely

limited.

Rights as a Shareholder

Except as otherwise provided in the New Warrants

or by virtue of the holder’s ownership of ordinary shares, such holder of New Warrants does not have the rights or privileges of

a holder of ordinary shares, including any voting rights, until such holder exercises such holder’s New Warrants. The New Warrants

will provide that the holders of the New Warrants have the right to participate in distributions or dividends paid on ordinary shares.

Fundamental Transactions

If at any time the New Warrants are outstanding,

the Company, either directly or indirectly, in one or more related transactions effects a Fundamental Transaction (as defined in the New

Warrants), a holder of New Warrants will be entitled to receive, the number of ordinary shares of the successor or acquiring corporation

or of the Company, if the Company is the surviving corporation, and any additional consideration receivable as a result of the Fundamental

Transaction by such holder of the number of ordinary shares for which the New Warrants are exercisable immediately prior to the Fundamental

Transaction. As an alternative, and at the holder’s option in the event of a Fundamental Transaction, exercisable at any time concurrently

with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the

applicable fundamental transaction), the Company shall purchase the unexercised portion of the New Warrants from the holder by paying

to the holder an amount of cash equal to the Black Scholes Value (as defined in the New Warrants) of the remaining unexercised portion

of the New Warrants on the date of the consummation of such Fundamental Transaction.

Waivers and Amendments

The New Warrants may be modified or amended or

the provisions of the New Warrants waived with the Company’s and the holder’s written consent.

The forms of Inducement Letter, New Warrants and

Placement Agent Warrants are attached as Exhibits 10.1, 10.2 and 10.3, respectively. The description of the terms of the Inducement Letter

and the New Warrants are not intended to be complete and are qualified in its entirety by reference to such exhibits. The Inducement

Letter contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreements

and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon

by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Current

Report on Form 8-K regarding the unregistered securities described therein is incorporated herein by reference.

Warning Concerning Forward Looking Statements

This Current Report on Form 8-K contains statements

which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities

laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking

statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s

control. For example, this Current Report states that the closing of the offering is expected to close on or about September 29, 2026.

In fact, the closing of the offering is subject to various conditions and contingencies as are customary in similar purchase agreements

in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close.

For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required

by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance

that may arise after the date of this Current Report.

Item 8.01 Other Events.

In connection with the closing of the offering,

the Company is reducing the exercise price for all outstanding series E Warrants to purchase 3,846,161 ordinary shares, including the

Existing Warrants held by the investors participating in the offering, such that all outstanding series E warrants have a reduced exercise

price of $0.2603 per share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1

Form of Inducement Letter

10.2

Form of New Warrant

10.3

Form of Placement Agent Warrant

104

Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SILEXION THERAPEUTICS CORP

Date: September 29, 2026

/s/ Ilan Hadar

Name:

Ilan Hadar

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: exhibit_10-1.htm · Sequence: 2

Exhibit 10.1

Silexion

Therapeutics Corp

September 28, 2026

Holder of Ordinary Share Purchase Warrants

Re:

Inducement Offer to Exercise Ordinary Share Purchase Warrants

Dear Holder:

Silexion Therapeutics Corp

(the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology)

(i) the opportunity to receive new warrants to purchase ordinary shares of the Company, par value $0.135 per share (the “Ordinary

Shares”) and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants) of the Ordinary Share purchase

warrants issued on August 13, 2026 set forth on Exhibit A hereto (collectively, the “Existing Warrants”) held

by you in consideration for exercising by you for cash all of the Existing Warrants, as set forth on the signature page hereto. The issuance

of the Ordinary Shares underlying the Existing Warrants (the “Existing Warrant Shares”) has been registered pursuant

to the registration statement on Form S-1 (File No. 333-298137) (the “Registration Statement”). The Registration Statement

is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for the issuance

of the Existing Warrant Shares. No later than the first (1st) Trading Day following the date hereof, the Company shall file a prospectus

supplement to the Registration Statement in connection with the Existing Warrants pursuant to the terms hereunder. Capitalized terms not

otherwise defined herein shall have the meanings set forth in the New Warrants (as defined herein).

The Company desires to reduce

the Exercise Price (as defined in the Existing Warrants) of the Existing Warrants to $0.2603 per share (the “Reduced Exercise

Price”). In consideration for the exercise in full for cash of all of the Existing Warrants held by the Holder at the Reduced

Exercise Price as set forth on the Holder’s signature page hereto (the “Warrant Exercise”) on or before the Execution

Time (as defined below), the Company hereby offers to sell and issue you (i) new unregistered Series F Ordinary Share purchase warrants

(the “Series F New Warrants”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities

Act”), to purchase up to a number of Ordinary Shares (the “Series F New Warrant Shares”) equal to 100% of

the number of Warrant Shares issued pursuant to the Warrant Exercise hereunder and (ii) new unregistered Series G Ordinary Share purchase

warrants (the “Series G New Warrants” and, collectively with the Series F New Warrants, the “New Warrants”)

pursuant to Section 4(a)(2) of the Securities Act, to purchase up to a number of Ordinary Shares (the “Series G New Warrant Shares”

and, collectively with the Series F New Warrant Shares, the “New Warrant Shares”) equal to 100% of the number of Warrant

Shares issued pursuant to the Warrant Exercise hereunder. The New Warrants shall have an exercise price per share equal to $0.2603, subject

to adjustment as provided in the New Warrants and will be exercisable at any time on or after the Authorized Share Increase Date, which

New Warrants shall be substantially in the form as set forth in Exhibit A-1 hereto. The Series F New Warrants will have

a term of exercise of five (5) years after the later of (y) the initial exercise date and (z) the Effective Date. The Series G New Warrants

will have a term of exercise of twenty-four (24) months after the later of (y) the initial exercise date and (z) the Effective Date.

The New Warrant certificate(s)

will be delivered at Closing (as defined below), and such New Warrants, together with any underlying Ordinary Shares issued upon exercise

of the New Warrants, will, unless and until their sales are registered under the Securities Act, contain customary restrictive legends

and other language typical for an unregistered warrant and unregistered shares. Notwithstanding anything herein to the contrary, in the

event that any Warrant Exercise would otherwise cause the Holder to exceed a beneficial ownership limitation (“Beneficial Ownership

Limitation”) as set forth in Section 2(e) of the Existing Warrants equal to 9.99%, the Company shall only issue such number

of Existing Warrant Shares to the Holder that would not cause the Holder to exceed such limitations, with the balance to be held in abeyance

until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall

be evidenced through the Existing Warrants which shall be deemed prepaid thereafter (including the cash payment in full of the exercise

price), and exercised pursuant to a Notice of Exercise in the Existing Warrants (provided no additional exercise price shall be due and

payable).

Expressly subject to the paragraph

immediately following this paragraph below, Holder may accept this offer by signing this letter agreement below, with such acceptance

constituting Holder’s exercise in full of the Existing Warrants for an aggregate exercise price set forth on the Holder’s

signature page hereto (the “Warrant Exercise Price”) on or before 3:59 p.m., Eastern Time, on September 28, 2026 (the

“Execution Time”).

Additionally, the Company

agrees to the representations, warranties and covenants set forth on Annex A attached hereto. Holder represents and warrants

that, as of the date hereof it is, and on each date on which it exercises any New Warrants it will be, an “accredited investor”

as defined in Rule 501 of Regulation D promulgated under the Securities Act, and agrees that the New Warrants will contain restrictive

legends when issued, and neither the New Warrants nor the Ordinary Shares issuable upon exercise of the New Warrants will be registered

under the Securities Act, except as provided in Annex A attached hereto. Also, Holder represents and warrants that it

is acquiring the New Warrants as principal for its own account and has no direct or indirect arrangement or understandings with any other

persons to distribute or regarding the distribution of the New Warrants or the New Warrant Shares (this representation is not limiting

Holder’s right to sell the New Warrant Shares pursuant to an effective registration statement under the Securities Act or otherwise

in compliance with applicable federal and state securities laws).

The Holder understands that

issuance of the New Warrants and the New Warrant Shares are not, and may never be, registered under the Securities Act, or the securities

laws of any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially similar to

the following:

“THE OFFER

AND SALE OF THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT

OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND

IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

Certificates evidencing the

New Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the

resale of such New Warrant Shares is effective under the Securities Act, (ii) following any sale of such New Warrant Shares pursuant to

Rule 144 under the Securities Act, (iii) if such New Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of

the New Warrants), without the requirement for the Company to be in compliance with the current public information required under Rule

144 as to such New Warrant Shares and without volume or manner-of-sale restrictions, (iv) if such New Warrant Shares may be sold

under Rule 144 (assuming cashless exercise of the New Warrants) and the Company is then in compliance with the current public information

required under Rule 144 as to such New Warrant Shares, or (v) if such legend is not required under applicable requirements of the Securities

Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission (the “Commission”)

and the earliest of clauses (i) through (v), the “Delegend Date”)). The Company shall cause its counsel to issue a

legal opinion to the Transfer Agent promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the

removal of the legend hereunder, or at the request of the Holder, which opinion shall be in form and substance reasonably acceptable to

the Holder. From and after the Delegend Date, such New Warrant Shares shall be issued free of all legends. The Company agrees that following

the Delegend Date or at such time as such legend is no longer required under this Section, it will, no later than one (1) Trading Day

following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing the New Warrant Shares issued

with a restrictive legend (such first (1st) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered

to the Holder a certificate representing such shares that is free from all restrictive and other legends or, at the request of the Holder

shall credit the account of the Holder’s prime broker with the Depository Trust Company System as directed by the Holder.

In addition to the Holder’s

other available remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages and not as a penalty, for each

$1,000 of New Warrant Shares (based on the VWAP of the Ordinary Shares on the date such New Warrant Shares are submitted to the Transfer

Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after

such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend

and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the Legend Removal Date a certificate

representing the New Warrant Shares that is free from all restrictive and other legends and (b) if after the Legend Removal Date the Holder

purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder of all or any

portion of the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary

Shares that the Holder anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of the

Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares

so purchased (including brokerage commissions and other out-of-pocket expenses, if any) over the product of (A) such number of New Warrant

Shares that the Company was required to deliver to the Holder by the Legend Removal Date and for which the Holder was required to purchase

shares to timely satisfy delivery requirements, multiplied by (B) the weighted average price at which the Holder sold that number of Ordinary

Shares.

If this offer is accepted

and the transaction documents are executed by the Execution Time, then as promptly as possible following the Execution Time, but in any

event no later than 8:00 a.m., Eastern Time, on the Trading Day following the date hereof, the Company shall issue a press release disclosing

the material terms of the transactions contemplated hereby and shall file a Current Report on Form 8-K with the Commission disclosing

all material terms of the transactions contemplated hereunder, including the filing with the Commission of this letter agreement as an

exhibit thereto within the time required by the Exchange Act. From and after the dissemination of such press release, the Company represents

to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company, or any of its respective

officers, directors, employees or agents in connection with the transactions contemplated hereunder. In addition, effective upon the dissemination

of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,

whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees

or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate. The Company represents, warrants and covenants

that, upon acceptance of this offer, the Warrant Shares shall be issued at Closing free of any legends or restrictions on resale by Holder.

No later than the first (1st)

Trading Day following the date of the public disclosure of the transactions hereunder, the closing (“Closing”) shall

occur at such location as the parties shall mutually agree. Unless otherwise directed by H.C. Wainwright & Co., LLC (the “Placement

Agent”), settlement of the Warrant Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.,

on the Closing Date (as defined below), the Company shall issue the Warrant Shares registered in the Holder’s name and address provided

to the Company in writing and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by the Holder;

upon receipt of such Warrant Shares, the Placement Agent shall promptly electronically deliver such Warrant Shares to the Holder, and

payment therefor shall concurrently be made to the Company by the Placement Agent (or its clearing firm) by wire transfer to the Company).

The date of the Closing of the Warrant Exercise shall be referred to as the “Closing Date”.

The Company acknowledges and

agrees that the obligations of the Holders under this letter agreement are several and not joint with the obligations of any other holder

or holders of Existing Warrants or other warrants of the Company (each, an “Other Holder”) under any other agreement

related to the exercise of such warrants (“Other Warrant Exercise Agreement”), and the Holder shall not be responsible

in any way for the performance of the obligations of any Other Holder or under any such Other Warrant Exercise Agreement. Nothing contained

in this letter agreement, and no action taken by the Holders pursuant hereto, shall be deemed to constitute the Holder and the Other Holders

as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders

are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement

and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations

or the transactions contemplated by this letter agreement or any Other Warrant Exercise Agreement. The Company and the Holder confirm

that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel

and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights

arising out of this letter agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding

for such purpose.

The Company shall pay all

transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Existing Warrant Shares. This

letter agreement shall be construed and enforced in accordance with the laws of the State of New York, without regards to conflicts of

laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City

of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby.

The form of Notice of Exercise

included in the New Warrants set forth the totality of the procedures required of the Holder in order to exercise the New Warrants.

No additional legal opinion, other information or instructions shall be required of the Holder to exercise its New Warrants. Without

limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type

of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the New Warrants. The Company shall

honor exercises of the New Warrants and shall deliver New Warrant Shares in accordance with the terms, conditions and time periods set

forth in this Agreement and the New Warrants.

Sincerely yours,

Silexion Therapeutics Corp

By:

Name:

Title:

[Holder Signature Page Follows]

Accepted and Agreed to:

Name of Holder: ________________________________________________________

Signature of Authorized Signatory of Holder:

_________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Number of Existing Warrants: __________________

Aggregate Warrant Exercise Price at the Reduced

Exercise Price being exercised contemporaneously with signing this letter agreement: _________________

New Warrants: _______________ (200% of the total

Existing Warrants being exercised)

New Warrants Beneficial Ownership Blocker:

☐ 4.99% or ☐ 9.99%

DTC Instructions:

[Holder signature page to SLXN Inducement Offer]

Annex A

Representations, Warranties

and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:

SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not currently an issuer identified in Rule 144(i) under the Securities Act.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this letter agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its shareholders in connection herewith other than the Authorized Share Approval. This letter agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

No Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any liens, claims, security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company, taken as a whole, or in its ability to perform its obligations under this letter agreement.

Registration Obligations. As soon as reasonably practicable (and in any event within 30 calendar days of the date of this letter agreement), the Company shall file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is not then S-3 eligible) providing for the resale of the New Warrant Shares by the holders of the New Warrants (the “Resale Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective within sixty (60) calendar days following the date hereof (or within 90 calendar days following the date hereof in case of “full review” of such registration statement by the Commission) and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares.

Trading Market. The transactions contemplated under this letter agreement comply with all the rules and regulations of the Nasdaq Capital Market.

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this letter agreement, other than: (i) the filings required pursuant to this letter agreement, (ii) application(s) or notice to each applicable Trading Market for the listing of the New Warrants and New Warrant Shares for trading thereon in the time and manner required thereby, (iii) the filing of Form D with the Commission, (iv) such filings as are required to be made under applicable state securities laws, and (v) Authorized Share Approval.

Listing of Ordinary Shares. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the New Warrant Shares on such Trading Market and promptly secure the listing of all of the New Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the New Warrant Shares, and will take such other action as is necessary to cause all of the New Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. In addition, the Company shall hold an annual or special meeting of shareholders on or prior to the date that is ninety (90) days following the Closing Date for the purpose of obtaining Authorized Share Approval and Reverse Share Split Approval, with the recommendation of the Board of Directors that such proposals are approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Authorized Share Approval at the first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Authorized Share Approval until the earlier of the date on which Authorized Share Approval is obtained or the New Warrants are no longer outstanding. The Company shall set the record date for Authorized Share Approval and Reverse Share Split Approval on the Closing Date. Each Holder, severally and not jointly with the other Holders, covenants to vote, and shall cause its Affiliates to vote, all Ordinary Shares, including the Existing Warrant Shares, beneficially owned by such Holder or its Affiliates, as applicable, in respect of any resolution presented to the shareholders of the Company for the purpose of obtaining Authorized Share Approval and Reverse Share Split Approval. Each Holder, severally and not jointly with the other Holders, agrees solely with the Company to hold its Existing Warrant Shares through and including the Closing Date, the record date of the Company’s special meeting of shareholders. “Reverse Share Split Approval” means approval by the shareholders of the Company to effect a reverse share split of the Ordinary Shares at a ratio of not less than 1-for-15 and not more than 1-for-25, with the actual ratio to be determined by the Board.

Subsequent Equity Sales.

(i) From

the date hereof until fifteen (15) days following the Closing Date, neither the Company nor any Subsidiary shall (A) issue, enter into

any agreement to issue or announce the issuance or proposed issuance of any shares of Ordinary Shares or Ordinary Share Equivalents or

(B) file any registration statement or amendment or supplement thereto, other than the Resale Registration Statement referred to herein,

the filing of any amendment or supplement to an existing registration statement for an “at the market” offering with the Placement

Agent as sales agent, or filing a registration statement on Form S-8 in connection with any employee benefit plan. Notwithstanding the

foregoing, this Section (h)(i) shall not apply in respect of an Exempt Issuance. “Exempt Issuance” means (a) the issuance

of Ordinary Shares, restricted shares, restricted share unit or options to employees, officers or directors of the Company pursuant to

any share or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority

of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) the issuance

of securities upon the exercise or exchange of or conversion of any securities issued hereunder, warrants to the Placement Agent in connection

with the transactions pursuant to this letter agreement and any securities upon exercise of warrants to the Placement Agent and/or other

securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this letter agreement,

provided that such securities have not been amended since the date of this letter agreement to increase the number of such securities

or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or

combinations) or to extend the term of such securities, (c) the issuance of securities issued pursuant to acquisitions or strategic transactions

approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in this Section (h)(i), and provided that any such issuance shall only be to a Person (or to the

equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic

with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall

not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose

primary business is investing in securities, and (d) the reduction of the Exercise Price (as defined therein) to the Reduced Exercise

Price, subject to adjustment therein, of all Series E Ordinary Share purchase warrants issued August 13, 2026, which are outstanding on

the date of this letter agreement.

(ii) From

the date hereof until one (1) year from the Closing Date, the Company shall be prohibited from effecting or entering into an agreement

to effect any issuance by the Company nor any Subsidiary of Ordinary Shares or Ordinary Share Equivalents (or a combination of units thereof)

involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues

or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional

Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with

the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities,

or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of

the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not

limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future

determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement

is subsequently canceled; provided, however, that, after the expiration of the prohibition period in Section (h)(i) above, the entry into

and/or issuance of Ordinary Shares in an “at the market” offering with the Placement Agent as sales agent shall not be deemed

a Variable Rate Transaction. The Holder shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,

which remedy shall be in addition to any right to collect damages.

Form D; Blue Sky Filings. If required, the Company agrees to timely file a Form D with respect to the New Warrants and New Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Holder. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the New Warrants and New Warrant Shares for, sale to the Holder at Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Holder.

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: exhibit_10-2.htm · Sequence: 3

Exhibit 10.2

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES [F][G] ORDINARY SHARE PURCHASE WARRANT

SILEXION

THERAPEUTICS CORP

Warrant Shares: _______

Issue Date: September ____, 2026

THIS SERIES [F][G] ORDINARY

SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)

on the date that is the _____1 anniversary of the later of (y) Initial Exercise Date and (z) the Effective Date, provided that,

if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”)

but not thereafter, to subscribe for and purchase from Silexion Therapeutics Corp, a Cayman Islands corporation (the “Company”),

up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one

Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.

Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Amendment”

means the amendment to the Company’s memorandum of association that increases the number of authorized Ordinary Shares from 15,900,000

to an amount of Ordinary Shares sufficient for the exercise in full of the New Warrants (as defined in the Letter Agreement).

1 Series F Warrant: insert “five

(5) years”.

Series G Warrant: insert

“twenty-four (24) months”.

“Authorized

Share Approval” means approval of the Amendment by the shareholders of the Company.

“Authorized

Share Increase Date” means, subject to Authorized Share Approval, the date on which the Amendment is filed and accepted with

the Cayman Islands.

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed

or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading

Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New

York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on the Pink Open Market (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary

Share so reported, or (d) in all other cases, the fair market value an Ordinary Share as determined by an independent appraiser selected

in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Effective

Date” means the date that the Resale Registration Statement (as defined in the Letter Agreement) has been declared effective

by the Commission.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Letter

Agreement” means that certain letter agreement between the initial Holder hereof and the Company, dated as of September 28,

2026, pursuant to which such initial Holder agreed to exercise one or more warrants to purchase Ordinary Shares and the Company agreed

to issue to the initial Holder this Warrant.

“Ordinary

Share” means the ordinary shares of the Company, par value $0.135 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Ordinary

Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Ordinary Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Day” means a day on which the Ordinary Shares are traded on a Trading Market.

“Trading

Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the

date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York

Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address

of 1 State Street, 30th Floor, New York, NY 10004-1571, Attention: Maria Vaz, Account Manager and an email address of mvaz@continentalstock.com,

and any successor transfer agent of the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed

or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding

date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day

from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume

weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the

Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on

the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per Ordinary Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent

appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to

the Company, the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant and other Ordinary Share purchase warrants issued by the Company pursuant to the Letter Agreement.

Section 2.

Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise

is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares

available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal

to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading Day

of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the

provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise

Price. The exercise price per Ordinary Share under this Warrant shall be $0.2603, subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless

Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained

therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part,

at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares

equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice

of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered

pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)

of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Ordinary Shares on the

principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution

of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day

and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”

on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such

Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof after two (2) hours following

the close of “regular trading hours” on such Trading Day;

(B)

= the Exercise

Price of this Warrant, as adjusted hereunder; and

(X)

= the number

of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were

by means of a cash exercise rather than a cashless exercise.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees

not to take any position contrary to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if

the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of

the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without

volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery

of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the

date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of

Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant

Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have

become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery

of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received

within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following

delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice

of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,

for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice

of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for

each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The

Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and

exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number

of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery

of the Notice of Exercise.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to

any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase

(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction

of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),

then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant

Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the

sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of

the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed

rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its

exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000

to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation

of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder

shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the

Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.

v. No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent

fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,

the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of

Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number

of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned

by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion

of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on

conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution

Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition, a determination

as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and

regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder

may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the

Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder,

the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding.

In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be [4.99%][9.99%] of the number

of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant.

The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),

provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after

giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e)

shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after

such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than

in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3.

Certain

Adjustments.

a) Share

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes

a distribution or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which,

for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares into

a smaller number of shares, or (iv) issues by reclassification of shares of the Ordinary Shares any shares of capital of the Company,

then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding

treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares

outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted

such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall

become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution

and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells

any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of

any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable

to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary

Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,

the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase

Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant,

issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such

Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate

in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent)

and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not

result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without

limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that,

to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of

any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for

the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion

of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

d) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person (other than solely for the purpose of changing the Company’s

name and/or the jurisdiction of incorporation of the Company or a holding company for the Company), (ii) the Company or any Subsidiary,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding

Ordinary Shares or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,

in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory

share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property,

or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding Ordinary Shares or

greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,

upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been

issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).

For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction,

and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value

of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash

or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration

it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the

event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable

at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the

public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount

of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation

of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control,

including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor

Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this

Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental Transaction,

whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares are given

the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further,

that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders

of Ordinary Shares will be deemed to have received ordinary shares of the Successor Entity (which Successor Entity may be the Company

following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this

Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”)

determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free

interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the

applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the volatility for the remaining

exercise period as obtained from the HVT function on Bloomberg (determined utilizing a 252 day annualization factor) as of the Trading

Day immediately following the consummation of the applicable contemplated Fundamental Transaction, (C) the underlying price per share

used in such calculation shall be the VWAP for the 30 days prior to the Trading Day immediately preceding the consummation of the applicable

Fundamental Transaction contemplated, (D) a remaining option time equal to the time between the date of the public announcement of the

applicable contemplated Fundamental Transaction and the Termination Date and (E) cost of borrow for the Company’s shares at the

exercise date. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)

within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of

this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder

(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange

for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this

Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent

to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this

Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of

capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value

of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the

economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory

in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the

term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,

each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor

Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company,

may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the

obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor

Entities, jointly and severally, had been named as the Company herein.

e) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number

of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

f) Notice

to Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary

Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company

shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital

of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification

of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer

of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled

to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,

merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders

of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice

or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

g) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of

this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors

of the Company.

Section 4.

Transfer

of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights

hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant

at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the

form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon

the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or

Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument

of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant

shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant

to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this

Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

d) Transfer

Restrictions. If, at the time of the surrender of this Warrant

in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective

registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee

of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.

e) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5.

Miscellaneous.

a) No

Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make

and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized

Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles

of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times

in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to

protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company

will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such

increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally

issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain

all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable

the Company to perform its obligations under this Warrant.

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and

construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of

law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough

of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant or the Letter Agreement, which results

in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed

to the Company, at 12 Abba Hillel Silver St. Ramat Gan, Israel, Attention: Meni Sofiof, Director of Finance, email address: meni@silexion.com,

or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other

communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent

by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing

on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest

of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section

prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication

is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized

overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any

notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company

shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of

the Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be modified or amended

or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other

hand.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SILEXION THERAPEUTICS CORP

By:__________________________________________

Name: Ilan Hadar

Title: Chief Executive Officer

By:__________________________________________

Name: Mirit Horenshtein-Hadar, CPA

Title: Chief Financial Officer

NOTICE OF EXERCISE

To: SILEXION

THERAPEUTICS CORP

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money

of the United States; or

☐ if permitted the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 2(c).

(3) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act

of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing

Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:_________________________________

Holder’s Address:__________________________________

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: exhibit_10-3.htm · Sequence: 4

Exhibit 10.3

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT

SILEXION

THERAPEUTICS CORP

Warrant Shares: _______

Issue Date: September 29, 2026

THIS PLACEMENT AGENT ORDINARY

SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)

on the date that is the five (5) year anniversary of the later of (y) Initial Exercise Date and (z) the Effective Date, provided that,

if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”)

but not thereafter, to subscribe for and purchase from Silexion Therapeutics Corp, a Cayman Islands corporation (the “Company”),

up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one

Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to

that certain engagement agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated September 8, 2024, as amended

January 29, 2025, March 24, 2025, October 22, 2025 and May 15, 2026 (the “Engagement Agreement”).