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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 26, 2025
Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-42253
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N/A
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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12 Abba Hillel Road
Ramat-Gan, Israel
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5250606
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(Address of principal executive offices)
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(Zip Code)
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+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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, par value $0.0135 per share
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SLXN
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The Nasdaq Stock Market LLC
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Warrants exercisable for Ordinary Shares at an exercise price of $1,552.50 per share
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SLXNW
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The Nasdaq Stock Market LLC
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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 1.01 Entry into a Material Definitive Agreement.
On September 26, 2025, Silexion Therapeutics Corp (the “Company”), entered into an At The Market Offering Agreement, (the “Offering Agreement”),
with H.C. Wainwright & Co., LLC, as agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright ordinary shares of the Company, par value $0.0135 per share (the “Ordinary Shares”), having an
aggregate offering price of up to $13.17 million (the “Shares”).
Any sale of the Shares under the Offering Agreement will be made pursuant to a shelf registration statement on Form S-3 and the related
prospectus to be filed by the Company with the Securities and Exchange Commission (the “SEC”), on September 26, 2025, after such Registration Statement is declared effective by the SEC.
Pursuant to the Offering Agreement, Wainwright may sell the Shares by any method permitted by law deemed to be an “at the market offering” as
defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) including sales made by means of ordinary brokers’ transactions, including on The Nasdaq Capital Market, at market prices or as otherwise permitted by law.
Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares pursuant to the Offering Agreement from time to time, based upon instructions from the Company, including any price or
size limits or other customary parameters or conditions the Company may impose.
The Company is not obligated to make any sales of the Shares under the Offering Agreement. The offering of Shares pursuant to the Offering
Agreement will terminate upon the earliest of (a) the sale of all of the Shares subject to the Offering Agreement and (b) the termination of the Offering Agreement by Wainwright or the Company, as permitted therein.
The Company will pay to Wainwright a cash commission of 3% of the gross sales price of any Ordinary Shares sold under the Offering Agreement and
has agreed to provide Wainwright with customary indemnification and contribution rights. The Company will also reimburse Wainwright for certain specified expenses in connection with entering into the Offering Agreement.
The Offering Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
The foregoing description of the Offering Agreement is not complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor
shall there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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10.1
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At the Market Offering
Agreement, dated September 26, 2025, between the Company and H.C. Wainwright & Co., LLC
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL documents)
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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.
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SILEXION THERAPEUTICS CORP
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Date: September 26, 2025
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By: /s/ Ilan Hadar
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Name:
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Ilan Hadar
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Title:
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Chief Executive Officer
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