Silexion Therapeutics Corp filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
$SLXN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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+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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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Item 3.03
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Material Modification to Rights of Security Holders.
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In connection with its previously-announced 1-for-10 reverse share split of all of its issued and outstanding, and
authorized but unissued, ordinary shares (the “Reverse Share Split”) described in Item 5.03 below, on May 29, 2026, Silexion Therapeutics Corp (the
“Company”) issued a notice (the “Warrant Adjustment
Notice”) to holders of its public warrants and private warrants to purchase the Company’s ordinary shares (the “Warrants”). In the
Warrant Adjustment Notice, the Company notified Warrant holders that the Company has made the following adjustments to its outstanding Warrants, effective after the close of trading on May 28, 2026, as reflected in the Warrants upon the open of
trading on May 29, 2026:
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The number of ordinary shares issuable upon the exercise of each pre-Reverse Share Split Warrant to purchase
one ordinary share will decrease proportionately to the Reverse Share Split ratio, resulting in each such Warrant being exercisable for 1/10th of an ordinary share following the Reverse Share Split; and
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The exercise price of each post-Reverse Share Split Warrant to purchase one whole post-Reverse Share Split ordinary share will be
proportionately increased ten-fold (relative to a pre-Reverse Share Split Warrant to purchase one pre-Reverse Share Split ordinary share), to $15,525.00 per post-Reverse Share Split ordinary share.
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The Warrant Adjustment Notice was provided by the Company pursuant to the terms of the Warrant Agreement, dated
February 19, 2021 (the “Warrant Agreement”), by and between Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”). Moringa’s rights and obligations under the Warrant Agreement were assigned to, and assumed by, the Company pursuant to that certain Assignment, Assumption and Amendment Agreement, dated as of August 15,
2024, by and among Moringa, the Company and the Warrant Agent as part of the business combination transactions that were completed on August 15, 2024.
The Company will not issue fractional shares upon exercise of Warrants to purchase fractional shares following the
Reverse Share Split, as any such fractional shares issuable under a Warrant will be rounded up (on the level of brokers that are DTC participants) to the nearest whole number of ordinary shares. Issuance of that rounded number of ordinary shares will
be subject to payment of the full exercise price for that whole number of underlying ordinary shares.
The CUSIP number for the Warrants will remain G1281K 114 and the trading symbol for the Warrants will continue to be
“SLXNW” even following the foregoing adjustments to the Warrants.
A copy of the Warrant Adjustment Notice is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As previously reported by the Company, at the reconvened extraordinary general meeting of the Company held on May 5,
2026, the Company’s shareholders approved the Reverse Share Split (as described in Item 3.03 above).
On May 28, 2026, the Company’s Board of Directors, acting pursuant to that approval by the Company’s shareholders,
effected the Reverse Share Split following the close of trading on the Nasdaq Capital Market through the filing of a certificate with the Companies Registry of the Cayman Islands that served as an effective amendment to the Company’s Amended and
Restated Memorandum of Association (the “Memorandum Amendment”). As a result of that filing, the authorized share capital of the Company remains at
$796,500, now consisting of 5,900,000 ordinary shares, and the par value of the ordinary shares has increased from $0.0135 per share to $0.135 per share. In addition, the number of issued and outstanding ordinary shares has decreased at a ratio of
1-for-10.
The Reverse Share Split became effective after the close of business on May 28, 2026, and the Company’s ordinary shares
will begin trading on a Reverse Share Split-adjusted basis on the Nasdaq Capital Market under the existing ticker symbol “SLXN” at the market open on May 29, 2026. After the Reverse Share Split, the trading symbol for the Company’s ordinary shares
will continue to be “SLXN.” The new CUSIP number for the Company’s ordinary shares is G1281K148.
The above description of the Memorandum Amendment and the Reverse Share Split is a summary of the material terms thereof
and is qualified in its entirety by reference to the Memorandum Amendment, a copy of which is attached as Exhibit 3.1 hereto, as filed with the Companies
Registry of the Cayman Islands on May 28, 2026.
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Item 8.01
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Other Events.
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The information set forth in Items 3.03 and 5.03 is hereby incorporated by reference into this Item 8.01.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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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.
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SILEXION THERAPEUTICS CORP
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Date: May 29, 2026
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By:
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/s/ Ilan Hadar
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Name:
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Ilan Hadar
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Title:
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Chief Executive Officer
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