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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):
October 26, 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) |
+972-3-7564999
(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 $0.135 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 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 October 19, 2026 and reconvened on October 26, 2026 (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 October 26, 2026, 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 October 26, 2026, the Company reconvened the
Meeting, which had been adjourned on October 19, 2026 due to the absence of a quorum. At the reconvened Meeting, holders of an aggregate
of 2,697,489 ordinary shares, representing approximately 18.6% 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 proposals:
| |
(i) |
Proposal 1: An increase to the authorized share capital of the Company by 500,000,000 ordinary shares, from US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each (which was the Company’s existing authorized share capital), to US$69,646,500 divided into 515,900,000 ordinary shares of a par value of US$0.135 each (the “Authorized Share Capital Increase Proposal”). |
The result of the vote on the Authorized Share
Capital Increase Proposal was as follows:
Number of Votes and % of Votes in
Favor (Excluding Abstentions) |
|
Number of Votes and % of Votes
Against (Excluding Abstentions) |
|
Abstentions |
| 2,567,677 (95.4%) |
|
124,151 (4.6%) |
|
5,661 |
| |
(ii) |
Proposal 2: A proposal to allow the Board of Directors to effect a reverse share split of the Company’s ordinary shares within a range of 1-for-15 to 1-for-25, as determined by the Board, with the Board having determined a ratio of 1-for-24, whereby all issued and outstanding, and all authorized but unissued, ordinary shares, par value $0.135, of the Company, will be consolidated on a 1-for-24 basis, into a lesser number of ordinary shares, par value $3.24 per share, of the Company (the “Reverse Split Proposal”): |
The result of the vote on the Reverse Split Proposal
was as follows:
Number of Votes and % of Votes in
Favor (Excluding Abstentions) |
|
Number of Votes and % of Votes
Against (Excluding Abstentions) |
|
Abstentions |
| 2,630,320 (97.7%) |
|
61,787 (2.3%) |
|
5,382 |
Based on the above vote results, each of the
two proposals was approved by the affirmative vote of ordinary shares amounting in the aggregate to at least a majority of the votes cast
by shareholders as, being entitled to do so, were voted in person or by proxy at the Meeting with respect to such proposal, thereby satisfying
the requisite approval threshold set forth in the relevant provisions of the Articles.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Memorandum Amendment, dated October 26, 2026
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: October 26, 2026 |
By: |
/s/ Ilan Hadar |
| |
Name: |
Ilan Hadar |
| |
Title: |
Chief Executive Officer |
