[8-K] Silexion Therapeutics Corp Reports Material Event

Rhea-AI Filing Summary

Silexion Therapeutics reconvened a shareholder meeting on August 19, 2025 after an earlier adjournment for lack of quorum. At the reconvened meeting, holders of 1,459,924 ordinary shares (approximately 16.8% of issued and outstanding shares) were present in person or by proxy. Under the company’s Articles, after a half-hour lapse without a majority quorum, the shareholders present constituted a valid quorum to transact business.

The shareholders approved a proposal to increase the company’s authorized share capital from US$20,000 (divided into 1,481,482 ordinary shares) to US$121,500 (divided into 9,000,000 ordinary shares), with the par value remaining US$0.0135 per share. The filing lists vote totals as 699,871 (59.8%), 470,828 (40.2%), and 289,225, and states the proposal was approved by a simple majority of shareholders present. The amendment is attached as Exhibit 3.1.

Positive

• Authorized share increase approved: Shareholders approved raising authorized capital to 9,000,000 ordinary shares, giving the company flexibility for future corporate actions.
• Memorandum Amendment attached: The filing includes the Memorandum Amendment as Exhibit 3.1, providing the formal documentation of the change.

Negative

• Low shareholder participation: Only 1,459,924 shares (≈16.8%) were present, indicating limited in-meeting shareholder turnout.
• Limited disclosure of intent: The filing does not state how the increased authorized shares will be used, so potential dilution or financing effects are unclear.

Insights

Corporate Governance Expert

TL;DR: Shareholders approved a substantial increase in authorized shares at a reconvened meeting with low attendance.

The company expanded authorized capital from 1.48M to 9.0M ordinary shares, preserving the existing par value. This change gives the board greater flexibility to issue equity for financing, compensation, or other corporate actions. The meeting proceeded under a provision allowing a quorum after a half-hour lapse when a majority was absent; only 16.8% of shares were represented. The filing includes the Memorandum Amendment as Exhibit 3.1, but provides no detail on intended uses for the additional authorized shares.

Securities Analyst

TL;DR: Approved authorization increase is administratively material but the filing lacks financial context or stated use.

The numeric increase—from US$20,000 (1,481,482 shares) to US$121,500 (9,000,000 shares)—is explicit and legally effective pending the amended memorandum. Vote totals are provided, and the proposal passed by simple majority of those present. The filing does not include financing plans, issuance schedule, or impact on outstanding share count, so direct valuation effects cannot be determined from this document alone.

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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): August 19, 2025

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)

+972-3-7564999

(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 $0.0135 per share		SLXN		The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $1,552.50 per share		SLXNW		The Nasdaq Stock Market LLC

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the extraordinary general meeting of Silexion Therapeutics Corp (the “Company”) originally held on August 12, 2025 and reconvened on August 19, 2025 (the “Meeting”), the shareholders of the Company duly approved a resolution serving as an effective amendment to paragraph 5 of the Company’s amended and restated memorandum of association (the “Memorandum Amendment”), which increased the Company's authorized share capital, as described in Item 5.07 below. The Memorandum Amendment was filed with the Registrar of Companies of the Cayman Islands on August 19, 2025, at which time it became effective.

The above description of the Memorandum Amendment 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.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 19, 2025, the Company reconvened the Meeting, which had been adjourned on August 12, 2025 due to the absence of a quorum. At the reconvened Meeting, holders of an aggregate of 1,459,924 ordinary shares, representing approximately 16.8% of the Company’s issued and outstanding ordinary shares, were present either in person or by proxy. Pursuant to Article 21.3 of the Company’s amended and restated articles of association (the “Articles”), following the lapse of a half hour from the scheduled commencement time of the reconvened Meeting, and in the absence of a quorum (defined as the presence of shareholders holding a majority of the Company’s issued and outstanding ordinary shares), the shareholders then present constituted a quorum for the purpose of transacting business at the Meeting.

At the reconvened Meeting, the Company’s shareholders voted on the following proposal:

A proposal to increase the Company’s authorized share capital from US$20,000, divided into 1,481,482 ordinary shares with a par value of US$0.0135 each, to US$121,500, divided into 9,000,000 ordinary shares with a par value of US$0.0135 each.

The result of the vote on this proposal was as follows:

Number of Votes and % of Votes in Favor (Excluding Abstentions)		Number of Votes and % of Votes Against (Excluding Abstentions)		Abstentions
699,871 (59.8%)		470,828 (40.2%)		289,225

Based on the above vote result, the proposal was approved by the affirmative vote of a simple majority of the shareholders present, thereby satisfying the requisite approval threshold set forth in Article 17.1.1 of the Articles.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1          Memorandum Amendment, dated August 19, 2025

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: August 19, 2025	By:	/s/ Ilan Hadar
	Name:	Ilan Hadar
	Title:	Chief Executive Officer