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 April 28, 2026 and reconvened on May 5, 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 May 5,
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 May 5, 2026, the Company reconvened the Meeting, which had been adjourned on April 28, 2026 due to the absence of a
quorum. At the reconvened Meeting, holders of an aggregate of 1,638,079 ordinary shares, representing approximately 40.2% 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:
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(i)
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Proposal 1: An increase to the
authorized share capital of the Company by 50,000,000 ordinary shares, from US$121,500 divided into 9,000,000 ordinary shares of a par value of US$0.0135 each (which is the Company’s current authorized share capital), to US$796,500 divided
into 59,000,000 ordinary shares of a par value of US$0.0135 each (the “Authorized Share Capital Increase Proposal”).
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The result of the vote on the Authorized Share Capital Increase Proposal was as follows:
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Number of Votes and % of Votes in Favor (Excluding Abstentions)
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Number of Votes and % of Votes Against (Excluding Abstentions)
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Abstentions
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1,005,128 (61.4%)
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632,491 (38.6%)
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460
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(ii)
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Proposal 2: An amendment to the
Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”), effective as of January 1, 2026, to increase the number of
ordinary shares added annually on January 1st under the “evergreen” provision of Section 5(b)(i) of the 2024 Plan from (i) 5% of the Company’s issued and outstanding ordinary shares, to (ii) such number of ordinary shares as yields a pool
of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis (the “Evergreen Increase Proposal”).
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The result of the vote on the Evergreen Increase Proposal was as follows:
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Number of Votes and % of Votes in Favor (Excluding Abstentions)
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Number of Votes and % of Votes Against (Excluding Abstentions)
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Abstentions
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1,000,423 (61.4%)
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629,411 (38.6%)
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8,245
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(iii)
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Proposal 3: A proposal to allow the Board of Directors to effect a reverse share split of the Company’s ordinary shares at a ratio of 1-for-10 (subject to reduction of that ratio to the
extent needed to maintain a sufficient number of publicly held shares as required under the Nasdaq listing rules), whereby all issued and outstanding, and all
authorized but unissued, ordinary shares, par value $0.0135, of the Company, will be consolidated on a 1-for-10 basis, into a lesser number of ordinary shares, par value $0.135 per share, of the Company (the “Reverse Share Split Proposal”).
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The result of the vote on the Reverse Share Split Proposal was as follows:
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Number of Votes and % of Votes in Favor (Excluding Abstentions)
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Number of Votes and % of Votes Against (Excluding Abstentions)
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Abstentions
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1,004,667 (61.3%)
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633,152 (38.7%)
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260
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Based on the above vote results, all three proposals were approved by the affirmative vote of a simple majority of
the shareholders present, thereby satisfying the requisite approval threshold set forth in the relevant provisions of the Articles for each such proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Memorandum Amendment, dated May 5, 2026
