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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):
September 25, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
Additional Nasdaq Staff Determination; Nasdaq Hearings Panel
Consideration
On September 25, 2026, Silexion Therapeutics Corp
(the “Company” or “Silexion”) received a letter from the Listing Qualifications Department (the
“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the 30 consecutive
business days preceding the letter, the closing bid price of the Company’s ordinary shares, par value $0.135 per share (“ordinary
shares”), was below the minimum $1.00 per share required for continued listing on The Nasdaq Stock Market LLC under Nasdaq Listing
Rule 5550(a)(2) (the “bid price deficiency”). The Staff indicated in the letter that the Nasdaq hearings panel would
consider the bid price deficiency in its decision as to whether to enable the Company to remain listed on the Nasdaq Capital Market.
The Nasdaq letter has no immediate effect on the
listing of the ordinary shares, which will continue to trade on the Nasdaq Capital Market under the symbol “SLXN” at this
time. Additionally, the Staff’s letter has no impact on the Company’s listed warrants to purchase ordinary shares, which will
continue to trade as usual on the Nasdaq Capital Market under the symbol “SLXNW”.
Forward-Looking Statements
This Current Report on Form 8-K contains certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements
can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,”
“expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,”
“targets,” “projects,” “should,” “could,” “would,” “may,” “will,”
“forecast” and other similar expressions are intended to identify forward-looking statements. Those statements include, without
limitation, those related to: the Company’s ability to comply, on an ongoing basis, with the bid price rule and all other Nasdaq
Listing Rules for maintenance of its listing on the Nasdaq Capital Market; and all other statements that are not historical facts. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K, including, but not limited to, that: the Company may not be successful
in maintaining compliance with Nasdaq listing requirements on an ongoing basis. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of
the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the SEC on March 17, 2026. That filing identifies and addresses other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no
obligation and does not intend to update or revise those forward-looking statements, whether as a result of new information, future events,
or otherwise. The Company does not give any assurance that it will achieve its expectations.
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: September 25, 2026 |
By: |
/s/ Ilan Hadar |
| |
Name: |
Ilan Hadar |
| |
Title: |
Chief Executive Officer |
