SL Science opts out of board and shareholder vote rules
The listed exceptions span board composition, shareholder meetings and approvals for selected securities issuances.
Rhea-AI Filing Summary
SL Science Holding Ltd elected the Cayman Islands home-country practice exemption from eight Nasdaq Marketplace Rule 5600 Series requirements. The exceptions cover a majority-independent board and meetings attended only by independent directors; annual shareholder meetings no later than one year after fiscal year-end; proxy solicitation and providing proxy materials to Nasdaq; and shareholder approval for specified acquisition, change-of-control, equity-compensation and certain non-public securities issuances, including issuances of 20% or more of outstanding voting power below the defined minimum price. Cayman Islands counsel Ogier stated that Cayman law and the company’s current memorandum and articles do not prohibit these practices and do not require compliance with the listed requirements, except where required by Nasdaq, the SEC or another competition regulatory authority. Ogier’s opinion is limited to Cayman Islands law. The company stated that, apart from these exceptions, its governance practices do not significantly differ from those of U.S. domestic companies under Nasdaq listing standards.
Positive
- None.
Negative
- Eight Nasdaq governance exemptions cover board independence, shareholder meetings and specified securities-issuance approvals.
Key Figures
Key Terms
home country practice exemption regulatory
independent directors regulatory
proxy solicitation regulatory
minimum price regulatory
FAQ
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Which governance rules has SLBT elected not to follow?
What did SLBT’s Cayman Islands counsel say about the exemptions?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-43346
SL Science Holding Limited
(Translation of registrant’s name into English)
11th Floor,
No. 479 Chongyang Road,
Nangang District, Taipei, Taiwan R.O.C. 115010
+886-2-26516826
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
x Form 20-F ¨ Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Application of Home Country Practice Rules
As a company incorporated in the Cayman Islands that is listed on the The Nasdaq Stock Market (“Nasdaq”), SL Science Holding Limited (the “Company”) is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer to follow its home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Pursuant to the home country practice exemption set forth under Nasdaq Marketplace Rule 5615(a)(3)(A), the Company elected to be exempted from the following requirements of the Nasdaq Marketplace Rule 5600 Series:
| (i) | Nasdaq Marketplace Rule 5605(b)(1) which requires that a majority of the board of directors of the company must be comprised of independent directors; | |
| (ii) | Nasdaq Marketplace Rule 5605(b)(2) which requires that the independent directors of the company must have regularly scheduled meetings at which only independent directors are present; | |
| (iii) | Nasdaq Marketplace Rule 5620(a) which requires each company listing common stock or voting preferred stock, or their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end; | |
| (iv) | Nasdaq Marketplace Rule 5620(b) which requires each company shall solicit proxies and provide proxy statements for all meetings of shareholders and shall provide copies of such proxy solicitation to Nasdaq; | |
| (v) | Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the company in connection with the acquisition of the stock or assets of another company; | |
| (vi) | Nasdaq Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the company that will result in a change of control of the company; | |
| (vii) | Nasdaq Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the company in connection with equity-based compensation of officers, directors, employees or consultants; and | |
| (viii) | Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein. |
The Company’s Cayman Islands counsel, Ogier, has provided a letter, as required by Nasdaq, certifying that, under Cayman Islands law and the Company’s currently effective memorandum and articles of association, the Company is not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s Cayman Islands counsel is attached hereto as Exhibit 99.1.
Except for the foregoing, there are no significant differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of Nasdaq.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Home Country Exemption Letter |
SIGNATURES
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, thereunto duly authorized.
| SL Science Holding Limited | ||
| Date: September 24, 2026 | By: | /s/ William Wang |
| Name: | William Wang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
|
The Nasdaq Stock Market, Inc. Listing Qualifications 9600 Blackwell Road Rockville, MD 20850 United States of America |
D: E: |
+852 3656 6054 nathan.powell@ogier.com |
|
D: E: |
+852 3656 6061 florence.chan@ogier.com | |
| Reference: | FYC/AGC/ 519173.00001 |
24 September 2026
Dear Sirs and/or Madams
We act as Cayman Islands counsel to SL Science Holding Limited, an exempted company incorporated in the Cayman Islands (the Company).
The Company has advised us that it may follow its Cayman Islands practices in lieu of the following requirements of the Nasdaq Marketplace Rules (the Requirements):
| (a) | Rule 5605(b) – pursuant to which the majority of the board of directors of a Nasdaq-listing company must be comprised of Independent Directors as defined in Rule 5605(a)(2) and that the board of directors of a Nasdaq-listing company shall have regularly scheduled meetings at which only Independent Directors are present; |
| (b) | Rule 5620(a) – pursuant to which each company listing common stock or voting preferred stock, or their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the fiscal year; |
| (c) | Rule 5620(b) – pursuant to which each company shall solicit proxies and provide proxy statements for all meetings of shareholders and shall provide copies of such proxy solicitation to Nasdaq; and |
| (d) | Rule 5635 – pursuant to which each Nasdaq-listing company shall obtain shareholder approval for certain dilutive events, such as (i) certain acquisition of stock or assets of another company; (ii) an issuance of shares that will result in a change of control of the company; (iii) the establishment or amendment of certain equity based compensation plans and arrangements, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions; and (iv) certain transactions (other than a public offering) involving issuances of a 20% or more interest or voting power in the company at a price that is less than the Minimum Price (as defined in the Nasdaq Marketplace Rules). |
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor 11 Central Tower 28 Queen's Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Joanne Collett Dennis Li Cecilia Li |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ |
* admitted in New Zealand ** admitted in England and Wales
‡ not ordinarily resident in Hong Kong |
SL Science - Home Country Practice Letter (final_22092026)-24/09/2026 |
Under Cayman Islands law, the Company’s practice of following the provisions of the laws of the Cayman Islands in lieu of the Requirements is not prohibited under any statutory legal provision of the Cayman Islands, unless it is otherwise specified in the Company's memorandum and articles of association. Based upon our review of the second amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 30 April 2026 with effect from 12 June 2026 (the Memorandum and Articles), there is no requirement under the Memorandum and Articles requiring the Company to comply with the Requirements, unless this is otherwise required under the rules and regulations of Nasdaq Stock Market, the Securities & Exchange Commission and/or another competition regulatory authority.
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the Nasdaq Marketplace Rules, and we express no opinion as to the meaning, validity or effect of the Nasdaq Marketplace Rules. This advice is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
As required by Rule 5615(a)(3) of the Nasdaq Marketplace Rules, we understand that the Company will disclose in its Form 20-F each requirement of Rule 5615(a)(3) of the Nasdaq Marketplace Rules that it does not follow and describe the home country practice followed in lieu of Requirements.
Yours faithfully
/s/ Ogier
Ogier
SL Science - Home Country Practice Letter (final_22092026)-24/09/2026 |