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2026-11-12
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2026-11-12
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2026-11-12
2026-11-12
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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):
November 12, 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 $3.24 per share |
|
SLXN |
|
The Nasdaq Stock Market LLC |
| Warrants exercisable for Ordinary Shares at an exercise price of $372,600.00 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 3.03 |
Material Modification to Rights of Security Holders. |
In connection with its previously-announced 1-for-24
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 November 11, 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 November 10, 2026, as reflected
in the Warrants upon the open of trading on November 11, 2026:
| |
• |
The number of ordinary shares issuable upon the exercise of each pre-Reverse Share Split Warrant to purchase one ordinary share decreased proportionately to the Reverse Share Split ratio, resulting in each such Warrant being exercisable for 1/24th of an ordinary share following the Reverse Share Split; and |
| |
|
|
| |
• |
The exercise price of each post-Reverse Share Split Warrant to purchase one whole post-Reverse Share Split ordinary share was proportionately increased 24-fold (relative to a pre-Reverse Share Split Warrant to purchase one pre-Reverse Share Split ordinary share), to $372,600.00 per post-Reverse Share Split ordinary share. |
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 remains G1281K
114 and the trading symbol for the Warrants continues 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.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously reported by the Company in its Current
Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2026, at the extraordinary general meeting of the
Company originally held on October 19, 2026 and reconvened on October 26, 2026, the Company’s shareholders approved the Reverse
Share Split (as described in Item 3.03 above), at the 1-for-24 ratio determined by the Company’s Board of Directors.
On November 10, 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 $69,646,500, now consisting of 21,495,833 ordinary
shares, and the par value of the ordinary shares has increased from $0.135 per share to $3.24 per share. In addition, the number of issued
and outstanding ordinary shares has decreased at a ratio of 1-for-24.
The Reverse Share Split became effective after
the close of business on November 10, 2026, and the Company’s ordinary shares began trading on a Reverse Share Split-adjusted basis
on the Nasdaq Capital Market under the existing ticker symbol “SLXN” at the market open on November 11, 2026. After the Reverse
Share Split, the trading symbol for the Company’s ordinary shares continues to be “SLXN.” The new CUSIP number for the
Company’s ordinary shares is G1281K163. No fractional ordinary shares were issued in connection with the Reverse Share Split; shareholders
that are direct participants in the DTC system and that would otherwise be entitled to a fractional share (if any) received a rounded-up
whole share.
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 November
10, 2026.
The information set forth in Items 3.03 and 5.03
is hereby incorporated by reference into this Item 8.01.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| 3.1 |
Memorandum Amendment, dated November 10, 2026. |
| |
|
| 4.1 |
Warrant Adjustment Notice, dated November 11, 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: November 12, 2026 |
By: |
/s/ Ilan Hadar |
| |
Name: |
Ilan Hadar |
| |
Title: |
Chief Executive Officer |
