Silexion Therapeutics (SLXN) seeks huge share boost and reverse split to stay on Nasdaq
Rhea-AI Filing Summary
Silexion Therapeutics Corp is calling an extraordinary general meeting in September 2026 to ask shareholders to approve two capital structure changes. Proposal 1 would increase authorized share capital by 175,000,000 ordinary shares, from 15,900,000 to 190,900,000 ordinary shares (par value US$0.135), raising authorized capital from US$2,146,500 to US$25,771,500. The company states this is intended to preserve compliance with Nasdaq’s US$2.5 million minimum shareholders’ equity requirement and to fund operations, including Phase 2/3 clinical trials for SIL204 and potential business development transactions.
As of August 13, 2026, 5,560,256 ordinary shares were outstanding, and the company estimates its shareholders’ equity (as of June 30, 2026, adjusted for subsequent transactions) at approximately US$3.2 million. It shows current authorized capacity is effectively over-allocated once warrants, equity plans, ATM sales assumptions and the A&R Sponsor Promissory Note are considered.
Proposal 2 would authorize a reverse share split of all issued and authorized ordinary shares at a ratio between 1-for-7 and 1-for-15, to be set by the board before the meeting. The stated purpose is to maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum US$1.00 bid price, following prior reverse splits of 1-for-9, 1-for-15 and 1-for-10. Both proposals require approval by an ordinary resolution of shareholders present and voting; abstentions and broker non-votes do not count as votes cast. The board recommends voting in favor of each proposal.
Positive
- None.
Negative
- None.
Filing Explained
The proposals preserve financing flexibility but leave dilution conditional on later issuances; the reverse split itself would not dilute ownership.
The preliminary proxy asks shareholders to approve a 175 million-share increase in authorized capital and a 1-for-7 to 1-for-15 reverse split; both remain proposed, so neither immediately changes shares outstanding or ownership.
The authorized-capital proposal creates issuance capacity rather than issuing securities itself, but the company says later financings, warrant exercises, note conversions or equity awards could issue shares and dilute existing holders. As of
The filing's allocation table lists 5,427,508 shares for outstanding warrants, 24,089,552 estimated for the ATM program, and 454,761 for the sponsor note, against a tabled remaining available amount of (19,636,977) shares. The reverse split would reduce issued and authorized share counts proportionally and raise par value, while leaving each holder's percentage ownership substantially unchanged apart from fractional-share treatment.
Approval would give the board authority, but not an obligation, to implement the reverse split after the meeting; the exact ratio would be presented before the vote and implementation would remain conditional on the board's decision. The latest supplied quarterly record showed
Sources and calculations
- Silexion Therapeutics Corp preliminary proxy statement (2026-08)
- Silexion Therapeutics Corp 2026 first-quarter fundamentals (2026-03-31)
- Dilution definition (current)
- Reverse stock split definition (current)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $2,413,000 / ($3,646,000 / 90) = [object Object]
Key Figures
Key Terms
Nasdaq Listing Rule 5550(a)(2) regulatory
at-the-market (ATM) offering program financial
A&R Sponsor Promissory Note financial
ordinary resolution regulatory
Equity Standard of the Nasdaq Capital Market regulatory
FAQ
What voting threshold is required to pass the Silexion Therapeutics (SLXN) proposals?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
SILEXION THERAPEUTICS CORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat-Gan, Israel 5250606
+972-3-7564999
August __, 2026
Dear Shareholder:
You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting” or “meeting”) of Silexion Therapeutics Corp (“Silexion”, the “Company”, “our company”, “we” or “us”), which will be held at 9:00 a.m., Eastern time/ 4:00 p.m. local (Israel) time, on _________, September __, 2026 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The extraordinary general meeting may also be attended virtually over the internet. You will be able to attend, and submit your questions during (but not speak at or vote at), the extraordinary general meeting online by visiting https://www.cstproxy.com/silexion/fourthegm2026, or by calling 1-800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply), conference ID _______#.
At the extraordinary general meeting, we will present for your approval two proposals:
Proposal 1 - Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company by 175,000,000 ordinary shares, from US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each (which is our current authorized share capital), to US$25,771,500, divided into 190,900,000 ordinary shares of a par value of US$0.135 each.
Proposal 2 - Reverse Share Split Proposal: A proposal to allow the Company’s board of directors (the “Board of Directors”) to effect a reverse share split of the Company’s ordinary shares, par value $0.135 per share, at a ratio of not less than 1-for-7 and not more than 1-for-15, with the exact ratio to be determined by the Board of Directors prior to the extraordinary general meeting and to be presented for approval by our shareholders at the meeting.
We refer to the foregoing proposals as the “Authorized Share Capital Increase Proposal” and the “Reverse Share Split Proposal”, respectively. Under the laws of the Cayman Islands and, in the case of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal, Articles 17.1.1 and 17.1.4, respectively, of our Amended and Restated Articles of Association, an ordinary resolution adopted by a majority of our shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting (including a unanimous written resolution) is needed for approval of each proposal. Abstentions will have no effect on the outcome of the vote on any proposal under Cayman Islands law.
The Authorized Share Capital Increase Proposal is intended to support our ability to maintain compliance with Nasdaq Listing Rule 5550(b)(1), which requires that our company have at least $2.5 million of shareholders’ equity under the Equity Standard of the Nasdaq Capital Market, on which our ordinary shares and warrants are listed. Our financing activities and Nasdaq listing compliance are dependent on an ample supply of authorized share capital, which has been depleted over time due to a combination of frequent financing transactions and difficult market conditions adversely impacting the price of our ordinary shares. Our Nasdaq listing is a critical asset of our company and our shareholders, as it enhances the price and liquidity of, and the trading market for, our securities, and it is therefore in the best interest of our shareholders that we preserve it.
Beyond the purpose of maintaining our Nasdaq listing, we require increased share capital for the basic financing needs of our operations and potential business development transactions, in keeping with our goal of creating substantive value for our shareholders. As we advance our Phase 2/3 clinical trials for SIL204, our expenses are expected to increase substantially, and we will need both sufficient funding and transactional flexibility for that development process. An enhanced authorized share capital will provide us with that requisite flexibility to conduct financings and to explore potential business development transactions, which can help us to advance our product candidates.
Under our current authorized share capital, we have US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each, of which 5,560,256 ordinary shares were outstanding as of August 13, 2026 (following all transactions consummated on that date). We expect to issue additional ordinary shares or ordinary share equivalents under our financing arrangements and other commitments, including our at-the-market (ATM) offering program, the potential conversion of remaining amounts outstanding under the promissory note that we issued to the Moringa sponsor, outstanding warrants, and potential public offerings. The proposed increase to our authorized share capital by 175 million ordinary shares (as will be adjusted downwards based on the ratio of the proposed reverse share split) represents the minimum increase that is expected to be needed to enable us to maintain Nasdaq listing compliance while continuing to progress with our clinical program and potential complementary business development opportunities for the creation of shareholder value, for the near-to-mid-term period.
The Reverse Share Split Proposal is intended to enable us to maintain our compliance with Nasdaq Listing Rule 5550(a)(2), which requires that our ordinary shares maintain a minimum bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Capital Market. Because we effected a 1-for-10 reverse share split on May 28, 2026, if our share price were to close below $1.00 for 30 consecutive trading days prior to May 29, 2027, we would be subject to immediate delisting proceedings, subject to our ability to appeal any delisting determination to a Nasdaq hearings panel. Depending on market conditions and the market price of the ordinary shares immediately prior to the extraordinary general meeting, our Board of Directors will determine which resolution- containing a specific reverse split ratio- will be presented at the meeting. To the extent each of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal is approved at the meeting, the number of shares by which our authorized share capital will be enlarged pursuant to the Authorized Share Capital Increase Proposal will be lessened, and the par value of those additional authorized shares will be increased, in proportion to the ratio of the Reverse Share Split Proposal (once it is implemented).
The formal notice of, and the proxy statement for, the extraordinary general meeting accompany this letter.
Whether or not you plan to attend the extraordinary general meeting, it is important that your shares be represented and voted at the meeting. After reading the attached formal notice and proxy statement, please promptly vote. If you are a shareholder of record, you can vote by completing and returning the enclosed proxy card or by going online to www.cstproxyvote.com and utilizing the control number appearing on your proxy card to vote. If you hold your shares in “street name” through a bank, broker or other nominee, you can provide voting instructions to your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting, either via the enclosed voting instruction form or online- at www.proxyvote.com-- as described in the enclosed instructions.
If you have any questions or need assistance voting your ordinary shares, please contact Mirit Horenshtein Hadar, our Chief Financial Officer and Secretary, by calling +972-3-756-4999, or by emailing mirit@silexion.com.
|
Thank you for your participation. We look forward to your continued support.
Sincerely,
/s/ Ilan Hadar Chairman of the Board and Chief Executive Officer |
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Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat-Gan, Israel 5250606
+972-3-756-4999
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF SILEXION THERAPEUTICS CORP (“SILEXION” OR THE “COMPANY”)
|
Time and Date of Extraordinary General Meeting (the “meeting”) |
9:00 a.m. Eastern Daylight Time/4:00 p.m. local (Israel) time on ______, September __, 2026 | |
| Place of Meeting | ||
| (in-person attendance) |
Meitar Law Offices 16 Abba Hillel Road, 10th floor Ramat Gan, Israel 5250608 | |
|
(virtual or telephonic attendance- may submit questions, but not vote)
|
https://www.cstproxy.com/silexion/fourthegm2026. Log into the virtual site by using the control number included in your proxy materials; or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: ______#. | |
| Agenda Items |
(1) Proposal 1 - Authorized Share Capital Increase Proposal (the “Authorized Share Capital Increase Proposal”): An increase to the Company’s authorized share capital under paragraph 5 of the Company’s Amended and Restated Memorandum of Association by 175,000,000 of the Company’s ordinary shares (“ordinary shares”), from US$2,146,500, divided into 15,900,000 ordinary shares of a par value of US$0.135 each (which is the Company’s current authorized share capital), to US$25,771,500, divided into 190,900,000 ordinary shares of a par value of US$0.135 each.
(2) Proposal 2- Reverse Share Split Proposal (the “Reverse Share Split Proposal”): A proposal to allow the Company’s board of directors (the “Board” or “Board of Directors”) to effect a reverse share split of the Company’s ordinary shares, par value $0.135 per share, at a ratio of not less than 1-for-7 and not more than 1-for-15, with the exact ratio to be determined by the Board prior to the meeting and to be presented for approval by our shareholders at the meeting. |
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Required Majority for Approval of Proposals
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Under the laws of the Cayman Islands and, in the case of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal, Articles 17.1.1 and 17.1.4, respectively, of Silexion’s Amended and Restated Articles of Association, the approval of each of the proposals requires an ordinary resolution, adopted by the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the meeting with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for either proposal. | |
| Purpose of Agenda Items |
Authorized Share Capital Increase Proposal: The primary purpose of the Authorized Share Capital Increase Proposal is to enable the Company to maintain compliance with Nasdaq Listing Rule 5550(b)(1), which requires that the Company have at least $2.5 million of shareholders’ equity on a continued basis under the Equity Standard of the Nasdaq Capital Market, on which the Company’s ordinary shares and warrants are listed. Beyond the need to comply with the Nasdaq shareholders’ equity requirement, the Company requires an enhanced authorized share capital to pursue its ongoing operational needs related to its clinical development of RNA interference (RNAi) therapies, including financing activities, and potential business development opportunities for complementary assets. The Company intends to manage its enlarged authorized share capital to reinforce, as much as possible, the price and liquidity of, and the trading market for, its traded securities. The proposed increase of 175,000,000 authorized ordinary shares (subject to adjustment if the Reverse Share Split Proposal is approved) is currently expected to be sufficient for the Company to maintain its requisite shareholders’ equity level and achieve the foregoing additional objectives in the short term to mid term.
Reverse Share Split Proposal. The purpose of the proposed reverse share split is to enable the Company to maintain its compliance with Nasdaq Listing Rule 5550(a)(2), which requires that the ordinary shares maintain a minimum bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Capital Market. The market price of our ordinary shares has been volatile, and if we were to fall out of compliance with that bid price requirement for a consecutive 30 trading day period, our ordinary shares would be subject to immediate delisting proceedings, subject to our ability to appeal any delisting determination to a Nasdaq hearings panel. Based on market conditions and the market price of our ordinary shares immediately prior to the meeting, our Board of Directors will determine the exact reverse split ratio to be presented at the meeting. | |
| Board Recommendation |
The Board recommends a vote “FOR” each of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal. | |
| Record Date | You are entitled to notice of, and to vote at, the meeting if you held an ordinary share of Silexion as of the close of business on _______, August __, 2026. |
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| Additional Proxy Materials |
The Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal and details with respect to the meeting, are described more fully in the attached proxy statement, which we are sending (together with this notice and a proxy card or voting instruction form) to our shareholders and which we urge you to read in its entirety. Copies of this notice, the attached proxy statement and the related proxy card are also being filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Schedule 14A, which documents may be obtained for free from the SEC’s website at www.sec.gov, the “Investors” portion of our website, www.silexion.com, or at the website for the meeting, https://www.cstproxy.com/silexion/fourthegm2026 | |
| Quorum Requirement | No action may be taken at the meeting unless a quorum, consisting of the holders of at least a majority of the Company’s outstanding ordinary shares, are present in person or by proxy. If a quorum is not present at the meeting within half an hour from the time designated for the meeting to begin, the chairman of the meeting will adjourn the meeting for one week, to __________, _____ __, 2026, at the same time and same place at which the meeting is held, at which time resolutions may be adopted solely with respect to the proposals described in this notice of the original meeting. If a quorum is not present at the reconvened meeting within half an hour from the time designated for it to begin, those shareholders present (regardless of how many) will be deemed to constitute a quorum and action may be taken on the matters on the agenda. | |
| Required Vote | Approval of each of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal requires the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the meeting with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for any proposal, but the ordinary shares represented thereby are considered present for purposes of the quorum requirement. | |
| Means of Voting |
The vote of each of the Company’s shareholders is important regardless of whether or not any particular shareholder attends the meeting. Accordingly, we urge you to read the attached proxy statement and vote your ordinary shares promptly, regardless of the number of ordinary shares you own.
You may vote the ordinary shares that you own directly (i.e., as a record shareholder) via proxy, by signing and returning the form of proxy in the enclosed envelope. If you prefer to vote via the internet, you may do so at www.cstproxyvote.com, by using the control number that appears towards the bottom of the physical proxy card that was sent to you. You may revoke your proxy at any time before it is voted, and you may attend the meeting and vote in person even if you have previously signed a proxy or voted via the internet. As an alternative to voting via proxy or via the internet, you may vote the ordinary shares that you own directly in person by attending the meeting.
If your ordinary shares are held in street name on Nasdaq (i.e., ordinary shares that are held through a bank, broker or other nominee), you may instruct the nominee as to how you want your ordinary shares voted, including via the internet (at www.proxyvote.com). Specific instructions as to how to vote are set forth on the enclosed voting instruction form provided by your bank, broker, or nominee.
If voting via proxy, your vote must be received by 11:59 p.m., Eastern time on __________, September __, 2026 in order to be counted towards the tally of votes on the proposals at the meeting. If submitting voting instructions via a voting instruction form or via the internet, the deadline for receipt of your voting instructions will be at such time on such date as may be indicated in the voting directions provided to you. |
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Attendance at Meeting (in person)
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If you are a shareholder holding ordinary shares as of the record date for the meeting (______, August __, 2026) and desire to attend the meeting in person, if a record shareholder, please provide at the meeting the name under which your ordinary shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares). If you hold your ordinary shares in “street name” (through a bank or broker), please bring to the meeting the required proof of ownership described for attendance at the meeting, namely: a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting, along with an account statement or other proof that shows that you owned your shares as of the record date for the meeting. | |
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(virtual or telephonic attendance)
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https://www.cstproxy.com/silexion/fourthegm2026. Log into the virtual site by using the control number included in your proxy materials, or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: ______. You may submit questions, but not vote, while attending the meeting virtually or telephonically. |
| By Order of the Board of Directors, | |
| /s/ Ilan Hadar | |
|
Chairman of the Board and Chief Executive Officer
August __, 2026 |
This Notice of Extraordinary General Meeting was
first published by the Company on August __, 2026.
Important Notice Regarding the Availability of Proxy Materials for the extraordinary general meeting
of Silexion to be held on September __, 2026:
This notice and the accompanying proxy statement are available free of charge at the “Investors”
portion of the Company’s website, www.silexion.com, and at
https://www.cstproxy.com/silexion/fourthegm2026.
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| Page | |||
| INFORMATION CONCERNING ATTENDANCE AND VOTING | 1 | ||
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE EXTRAORDINARY GENERAL MEETING | 1 | ||
| PROPOSAL 1 - AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL | 8 | ||
| PROPOSAL 2 - REVERSE SHARE SPLIT PROPOSAL | 11 | ||
| RISK FACTORS RELATED TO THE PROPOSALS | 18 | ||
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 | ||
| OTHER MATTERS | 22 |
Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat-Gan, Israel 5250606
+972-3-7564999
PROXY STATEMENT
FOR EXTRAORDINARY GENERAL MEETING
INFORMATION CONCERNING ATTENDANCE AND VOTING
This proxy statement is being furnished to you in connection with the solicitation by the board of directors (the “Board”) of Silexion Therapeutics Corp, a Cayman Islands exempted company (“we,” “us,” “our,” “Silexion,” the “Company” or “our company”), of proxies in the accompanying form to be used at the extraordinary general meeting of the Company (the “extraordinary general meeting” or “meeting”) to be held at 9:00 a.m., Eastern time/ 4:00 p.m. local (Israel) time, on _______, September __, 2026 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The extraordinary general meeting may also be attended virtually over the internet. You will be able to attend, and submit your questions during (but not speak at or vote at), the extraordinary general meeting online by visiting https://www.cstproxy.com/ silexion/fourthegm2026 or by calling 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply), conference ID ________#.
This proxy statement is being mailed to shareholders on or about ______, August _, 2026.
IMPORTANT:
Please promptly vote via the enclosed proxy card or voting instruction form, or via the Internet, by following the instructions appearing on the enclosed proxy card or provided by your broker, bank or nominee, so that your shares can be represented at the extraordinary general meeting.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE EXTRAORDINARY GENERAL MEETING
Q. Why am I receiving these materials?
A. Our Board is soliciting your proxy to vote at the extraordinary general meeting of Silexion, including at any adjournments or postponements of the meeting. The extraordinary general meeting will be held at 9:00 a.m., Eastern time/ 4:00 p.m. local (Israel) time, on _______, September __, 2026 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, as well as virtually. You are invited to attend the extraordinary general meeting via live audio webcast, although you will be unable to vote on the proposals described in this proxy statement in person at the meeting if you attend in that manner. You do not need to attend the meeting in person to vote your shares, however. Instead, you may follow the instructions below to submit your proxy or voting instructions via a physical proxy card or voting instruction form, or via the Internet. Shareholders are encouraged to vote, or to submit voting instructions to their bank, broker or other nominee, by Internet as early as possible in advance of the extraordinary general meeting to avoid processing delays.
Q. Why are you holding the extraordinary general meeting?
A. We are holding the extraordinary general meeting in order to obtain our shareholders’ approval for two proposals:
Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company (as set forth in paragraph 5 of our Amended and Restated Memorandum of Association (the “Memorandum of Association”)) by 175,000,000 ordinary shares from US$2,146,500, divided into 15,900,000 ordinary shares of a par value of US$0.135 each (which is the Company’s current authorized share capital), to US$25,771,500, divided into 190,900,000 ordinary shares of a par value of US$0.135 each. We refer to the foregoing proposed increase as the “Authorized Share Capital Increase Proposal” or “Proposal 1”.
Reverse Share Split Proposal: Authorization of the Board to effect a reverse share split of our ordinary shares, par value $0.135 per share (“ordinary shares”) at a ratio of not less than 1-for-7 and not more than 1-for-15, with the exact ratio to be determined by the Board prior to the meeting and to be presented for approval by our shareholders at the meeting. This proposal is referred to as the “Reverse Share Split Proposal” or “Proposal 2”.
Q. Why are you seeking approval for an increase to the Company’s authorized share capital at the extraordinary general meeting?
A. The increase in authorized share capital that we are proposing pursuant to the Authorized Share Capital Increase Proposal is needed to enable us to both (i) preserve our current listing on the Nasdaq Capital Market, and (ii) fund vital working capital for our operations that will further the clinical development of our innovative RNA interference (RNAi) therapies and, potentially, pursue business development transactions for complementary assets.
We are required to maintain at least $2.5 million of shareholders’ equity on an ongoing basis under the Equity Standard of the Nasdaq Capital Market, on which our ordinary shares and warrants are listed. Our issuance of equity securities in value-enhancing transactions, whether extraordinary or ordinary-course, will serve as the primary means by which we can effectively achieve that goal, and for that, we will need additional authorized share capital.
Beyond the purpose of maintaining our Nasdaq listing, we require increased share capital for the basic financing needs of our operations and, potentially, for business development transactions, in keeping with our goal of creating substantive value for our shareholders. As we navigate the upcoming critical period in the clinical development of our RNAi therapies to treat solid tumors driven by KRAS mutations, we will need both sufficient funding and transactional flexibility for that development process. An enhanced authorized share capital will enable us to effect basic financing activities and will furthermore provide us with the requisite flexibility to potentially pursue value-enhancing business development opportunities related to complementary assets. Those activities and opportunities can, in turn, help us to advance our product candidates and, potentially, complementary product candidates, whereby we can increase the value of our company and our ordinary shares for our shareholders.
Under our Memorandum of Association, we currently have US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each authorized, and 5,560,256 ordinary shares were outstanding as of August 13, 2026 (following all transactions consummated on that date). We may need to issue additional ordinary shares or ordinary share equivalents under our financing arrangements and other commitments, including our at-the-market (ATM) program, potential public offerings, the potential conversion of the remaining amounts outstanding under the amended and restated promissory note, in an original principal amount of $3,433,000 that we issued to Moringa Sponsor, L.P. on August 15, 2024 (the “A&R Sponsor Promissory Note”), outstanding warrants, and equity incentive plans. The proposed increase of 175 million additional authorized ordinary shares represents the estimated minimum level needed to enable us to maintain Nasdaq listing compliance, while continuing to progress with our clinical program and potential complementary opportunities, for the creation of shareholder value, in the upcoming near-term to mid-term periods.
In order to effect the increase in our authorized share capital, Article 17.1.1 of our Amended and Restated Articles of Association (the “Articles”) and Cayman Islands law mandate that our shareholders adopt an ordinary resolution, which requires us to hold the extraordinary general meeting (see the question below “What majorities are needed for approval of the proposals, and how are votes counted?”).
2
Our shareholders approved increases to our authorized share capital at extraordinary general meetings originally held on April 28, 2026 and July 13, 2026, which were reconvened on May 5, 2026 and July 20, 2026, respectively. Since that time, our financing activities and potential financing needs have continued, including our august 2026 public offering, ongoing sales under our ATM program, conversion of amounts under the A&R Sponsor Promissory Note, and preparations for potential additional financing transactions. In order to proactively ensure that we can meet our financing needs and the Nasdaq shareholders’ equity requirement in the near term to mid term, we are requesting an additional increase to our authorized share capital at the extraordinary general meeting.
Q. Why are you proposing a reverse share split of the Company’s authorized shares (both issued and unissued)?
A. The reverse share split is intended to enable us to maintain our compliance with Nasdaq Listing Rule 5550(a)(2), which requires that the ordinary shares maintain a minimum bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Capital Market. The market price of our ordinary shares has been volatile, and if we were to fall out of compliance with that bid price requirement for a consecutive 30 trading day period, our ordinary shares would be subject to immediate delisting proceedings, subject to our ability to appeal any delisting determination to a Nasdaq hearings panel. We seek to proactively protect our Nasdaq listing, which we consider a critical asset of our company, and to preempt any potential deficiency as to the minimum bid price requirement.
Besides needing to do so from the perspective of maintaining the Company’s Nasdaq listing, our maintenance of a share price that is comfortably above the $1.00 minimum bid price is furthermore in our best interest strategically, as it will assist us in raising capital to support our clinical trials. Many potential desirable investors or financing sources may be unwilling to consider an investment in our company on reasonable terms or at all if our share price drops below the minimum $1.00 price level under the Nasdaq Listing Rules. We are advancing our Phase 2/3 clinical trials for SIL204, and we expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our product candidates through clinical studies. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay, or discontinue one or more of our research, development or manufacturing programs or the commercialization of any product candidates, or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially adversely affect our business, financial condition, and results of operations.
Q. Will the increase to Silexion’s authorized share capital lead to a dilution of my holdings in Silexion and a reduction in the price of Silexion’s ordinary shares?
A. The increase in authorized share capital to be effected pursuant to Proposal 1 will not, in and of itself, involve the issuance of any additional securities by our company, and, therefore, will not cause any dilution to your percentage holdings in Silexion. However, once we have an enhanced authorized share capital, the transactions that we will enter into in order to raise, and maintain, our shareholders’ equity level in compliance with the $2.5 million minimum shareholders’ equity requirement prescribed by the Equity Standard of the Nasdaq Capital Market, will involve the issuance of a significant number of ordinary shares. That, in turn, could result in a drop in the trading price per share of our ordinary shares. Please see the risks related to our prospective increased authorized share capital under “Risk Factors Related to the Proposals- Risk Factors Related to the Authorized Share Capital Increase Proposal ” below in this proxy statement. Nevertheless, we intend to be as selective as possible before issuing share capital, to ensure that the terms of transactions in which we issue shares are consistent with our strategic goal of supporting value enhancement for our shareholders and buttressing the price of our ordinary shares. We will carefully manage our enhanced authorized share capital to support and reinforce, as much as possible, the price and liquidity of, and the trading market for, our traded securities.
It is furthermore important to keep in mind that our Nasdaq listing is a critical asset of our company and our shareholders, as it enhances the price and liquidity of, and the trading market for, our securities, and it is therefore in the best interest of our shareholders that we preserve it. It is therefore extremely important that we achieve and maintain compliance with the $2.5 million minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market, which requires, as a prerequisite, that we enhance our authorized share capital that can be utilized towards that goal.
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Q. How will the reverse share split impact my ownership percentage and my holdings in the Company?
A. One principal effect of the reverse share split under any of possible ratios at which it would be effected would be to decrease the number of our issued and outstanding ordinary shares. Except for de minimus adjustments that may result from the treatment of fractional shares as described below, the reverse split will not have any dilutive effect on our shareholders since each shareholder would hold the same percentage of our ordinary shares outstanding immediately following the reverse split as such shareholder held immediately prior to the reverse split. Voting and other rights that accompany the ordinary shares would not be affected by the reverse split.
The reverse split- in and of itself- will not have any dilutive effect on our shareholders. In addition, the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance will remain the same under the Reverse Share Split Proposal because the authorized number of our ordinary shares will be decreased in proportion to the ratio of between 1-for-7 and 1-for-15 at which the reverse split will be effected at the effective time of the reverse split. Approval of Proposal 1, however, will alter that proportion by increasing merely the number of authorized shares while not impacting the number of issued ordinary shares. Our remaining authorized shares may be used for various purposes, including, without limitation, raising capital, providing equity incentives to employees, officers or directors, and/or establishing strategic relationships with other companies. We currently plan to use the available authorized shares (if increased pursuant to Proposal 1) in the near term for vital financing transactions and/or business development transactions for our company that will help us to maintain compliance with the Nasdaq minimum $2.5 million shareholders’ equity requirement under the Equity Standard of the Nasdaq Capital Market.
Q. Will there be any other items of business on the agenda?
A. Other than the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal, there are no other agenda items that we plan to present at the extraordinary general meeting.
Q. Who is entitled to vote?
A. Shareholders of record at the close of business on the record date, _______, August _, 2026 (the “record date”), may vote at the extraordinary general meeting. In addition, shareholders holding ordinary shares beneficially (in “street name”) (as described in response to the next question) as of the record date may instruct the record holder through which the shares are held how to vote their shares at the extraordinary general meeting. Each shareholder is entitled to one vote on each proposal for each ordinary share held- whether of record or beneficially- as of the record date. As of the close of business on the record date (________, August __, 2026), there were [ ] of our ordinary shares outstanding.
Q. What is the difference between holding shares as a shareholder of record and as a beneficial owner?
A. Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company (“Continental”), you are considered, with respect to those shares, a shareholder of record. The notice of the meeting, along with the cover letter and this proxy statement, have been sent directly to you by us.
Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name”. The notice of the meeting, along with the cover letter and this proxy statement, have been forwarded to you by your broker, bank, or nominee, which is considered, with respect to those shares, the shareholder of record.
Q. How do I vote?
A. You may vote through any of the following methods:
By Internet - Shareholders of record may submit proxies prior to the extraordinary general meeting by going online to www.cstproxyvote.com and utilizing the control number appearing on their proxy cards, in accordance with the Internet voting instructions on the proxy cards. Most shareholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks or nominees (in most cases, www.proxyvote.com).
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By Mail - Shareholders of record may submit a hard copy of the proxy card that was included with this proxy statement that was mailed to them (assuming that they received a hard copy of this proxy statement and the proxy card) by completing, signing and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Please sign your name exactly as it appears on the proxy card. If you return your signed proxy card but do not indicate your voting preferences, your shares will be voted on your behalf “FOR” all proposals. Shareholders who hold ordinary shares beneficially in street name may provide voting instructions by mail by completing, signing, dating and mailing, in the enclosed prepaid envelope, the voting instruction form provided to them by their brokers, banks or other nominees (assuming that they received a hard copy of the voting instruction form).
In Person - Shareholders of record who attend the extraordinary general meeting in person may vote at the extraordinary general meeting, in which case any votes that they have previously submitted (via either of the above-described methods for voting) will be superseded by the vote that they cast at the extraordinary general meeting. Any such shareholder of record needs to bring proof of ownership of his, her or its ordinary shares (such as a statement showing book-entry shares) as of the record date for the meeting. Shares held beneficially in street name may be voted in person at the meeting only if the beneficial owner brings the requisite documentation, namely: (i) proof that he, she or it owned the shares in a brokerage, trustee or nominee account as of the record date (such as a brokerage account statement), and (ii) a legal proxy from the broker, trustee or nominee that owns the shares of record giving the beneficial owner the right to vote the shares. Even if you plan to attend the meeting in person, we recommend that you also vote via the internet, or submit your proxy card or voting instruction form, as described above, so that your vote will be counted if you later decide not to attend the meeting.
Please note that shares held in your name as a shareholder of record or shares owned by you beneficially may not be voted while you attend the extraordinary general meeting virtually. You will be able to listen to the proceedings at the meeting via virtual attendance, and you will be able to submit a question to the parties at the meeting virtually. However, you will not be able to speak at the meeting or to submit your vote via virtual attendance. To attend the meeting virtually, please go to https://www.cstproxy.com/ silexion/fourthegm2026.
Even if you plan to attend the extraordinary general meeting in person and vote at the meeting, we recommend that you also vote or submit your voting instructions via the Internet, or via the mail, prior to the meeting so that your vote will be counted if you later decide not to attend the meeting in person.
Q. Can I change my vote or revoke my proxy?
A. You may change your vote or revoke your proxy or voting instructions at any time prior to the deadline for voting or submitting voting instructions prior to the extraordinary general meeting. If you submitted your proxy or voting instructions by Internet, you may change your vote or voting instructions, or revoke your proxy or voting instructions by entering the relevant Internet site and submitting a later-dated Internet proxy or later-dated voting instructions.
If you are a shareholder of record and submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the extraordinary general meeting, a valid, later-dated proxy card. Attendance at the extraordinary general meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised, or you vote in person at the extraordinary general meeting.
If you are a beneficial owner of shares held in street name and you wish to change or revoke your voting instructions previously submitted to your broker, bank or other nominee in person at the meeting, you must obtain a legal proxy through your broker, bank or nominee and present it to the tabulation agent in advance of the extraordinary general meeting. Please consult the voting instructions provided to you by your broker, bank or other nominee or please contact your broker, bank or nominee for more information.
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Q. What majorities are needed for approval of the proposals, and how are votes counted?
A. Under the laws of the Cayman Islands and Article 17.1.1 of the Articles, the approval of the increase in our authorized share capital under our Memorandum of Association pursuant to the Authorized Share Capital Increase Proposal requires the affirmative vote of an ordinary resolution under Cayman Islands law, being a resolution passed by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.
Under the laws of the Cayman Islands and Article 17.1.4 of the Articles, the approval of the reverse share split pursuant to the Reverse Share Split Proposal, which impacts the number of authorized ordinary shares and the par value of such shares under our Memorandum of Association, requires the affirmative vote of an ordinary resolution under Cayman Islands law, being a resolution passed by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.
Abstentions will have no effect on the outcome of the vote on any of the proposals under Cayman Islands law.
If you provide your vote or voting instructions on any proposal, your shares will be voted as you instruct. If you are a shareholder of record and sign your proxy card but do not indicate a vote on any proposal, your shares will be voted in accordance with the recommendation of our Board with respect to the relevant proposal (i.e., “FOR” the Authorized Share Capital Increase Proposal and/or the Reverse Share Split Proposal).
If you hold shares beneficially in street name and do not provide your broker or other nominee with voting instructions on either proposal, your shares will be subject to a “broker non-vote” on the subject proposal. Generally, a broker non-vote occurs on a matter when a broker or nominee does not have discretionary authority to vote on that matter without instructions from the beneficial owner, and instructions are not given. A broker or nominee would have discretion to vote on its own without instructions from the underlying beneficial owner when a proposal is considered “routine” under the rules governing brokers and nominees. Because none of the proposals to be presented at the meeting is considered “routine”, if you do not provide instructions on any such proposal, your broker or other nominee will not vote your shares, which will result in a broker non-vote with respect to your shares on the relevant proposal. In tabulating the voting results, shares for which there has been a broker non-vote are considered shares for which a vote has not been cast. Because the majority required for the approval of each proposal at the meeting only considers votes cast in favor or against the proposal, a broker non-vote will not affect the outcome of the vote on the subject proposal (assuming that a quorum is obtained generally for the meeting).
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The table below summarizes the vote required to approve each proposal to be considered at the extraordinary general meeting, the Board’s recommendation as to how to vote, and the impact of abstentions and broker non-votes on the tally of votes:
| Proposal |
Board Recommendation |
Vote Required for Approval |
Effect of Abstentions(1) |
Broker Discretionary Voting Allowed?(2) | ||||
| Authorized Share Capital Increase Proposal | FOR | The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy. |
No effect. Not considered votes cast on this proposal.
|
No. Brokers without voting instructions will not have discretionary authority to vote.
| ||||
| Reverse Share Split Proposal | FOR |
The affirmative vote “FOR” by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.
|
No effect. Not considered votes cast on this proposal.
|
No. Brokers without voting instructions will not have discretionary authority to vote. |
| (1) | As noted below, abstentions will be counted as present for purposes of establishing a quorum at the extraordinary general meeting. |
| (2) | Only relevant if you are the beneficial owner of shares held in street name. If you are a shareholder of record and you do not cast your vote (i.e., you do not return a signed proxy card), a vote will not be cast on your behalf on the proposals at the extraordinary general meeting. |
Q. What constitutes a quorum?
A. The presence in person or by proxy at the extraordinary general meeting of the holders of a majority of the ordinary shares outstanding on the record date (______, August __, 2026) will constitute a quorum. As of the close of business on that date, there were ________ ordinary shares issued and outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. Under Article 21.3 of the Articles, to the extent there is no quorum present within half an hour from the time designated for the meeting to commence, the meeting will be adjourned to the same day in the next week at the same time, i.e., ______, September __, 2026 at 9:00 a.m. Eastern time (US)/ 4:00 p.m. local (Israeli) time, and at the same location, or to such other day, time or place as the Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time designated for the meeting to commence, the shareholders present (regardless of how many) shall be considered a quorum, and we may proceed to present, and conduct a vote on, the proposals.
Q. How are proxies solicited?
A. Our employees, officers and directors may solicit proxies. We will pay the cost of printing and mailing proxy materials, and will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy material to the owners of our ordinary shares.
Q. Why are we holding the extraordinary general meeting also in virtual format?
A. The extraordinary general meeting will be held in primary part in person, but we will also enable shareholders to attend via a virtual meeting format, whereby our shareholders will be able to listen to the proceedings and raise questions to the officers of the Company who are present in person, via a live audio webcast. Shareholders will not be able to vote via the virtual meeting format, however. We believe that the virtual meeting format will expand shareholder access and participation.
Q. How can I attend the extraordinary general meeting in person or virtually?
A. The extraordinary general meeting will be held at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The extraordinary general meeting may also be attended virtually over the internet, by visiting https://www.cstproxy.com/silexion/fourthegm2026 or via telephone, by calling 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply), conference ID ______#, whereby our shareholders will be able to listen to, and submit questions during (but not vote at), the meeting. The extraordinary general meeting will begin promptly at 9:00 a.m., Eastern time (US)/ 4:00 p.m. local (Israel) time, on _____, September _, 2026. We encourage you to access the virtual meeting website prior to the start time.
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PROPOSAL 1- AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL
Background
Uses for Increased Authorized Share Capital
Compliance with Nasdaq Shareholders’ Equity Requirement
Since the completion of the business combination transaction whereby Silexion became a public company by combining with Moringa Acquisition Corp (“Moringa”), our listing on the Nasdaq Stock Market has been a strategic asset of our company and our shareholders, as it enables us to access capital with greater ease and furthermore enhances the price and liquidity of, and the trading market for, our securities. We therefore believe that it is in the best interest of our company and our shareholders that we preserve it.
As of June 30, 2026, our shareholders’ equity was $44 thousand. We have subsequently raised our shareholders’ equity as of that date, as adjusted to reflect for transactions effected through August 13, 2026, to approximately $3.2 million. We are required to maintain at least $2.5 million of shareholders’ equity on an ongoing basis under the Equity Standard of the Nasdaq Capital Market, on which our ordinary shares and warrants are listed. Our ability to maintain compliance with that requirement depends in significant part on our ability to complete equity and equity-linked financing transactions. To support that objective, and to provide sufficient flexibility for our ongoing financing needs, we require sufficient authorized share capital.
Ordinary Operational Needs
Besides increasing our shareholders’ equity and thereby enabling us to maintain compliance with the Nasdaq listing standards, our prospective issuance of additional ordinary shares from increased authorized share capital is needed more generally to support our ongoing operations as a clinical-stage company pursuing the development of our SIL204 product candidate. Besides issuing additional ordinary shares in prospective financing transactions (expected types of financing transactions are described under “Financing Our Operations” below), we may also issue shares in other types of value-enhancing transactions that support our company’s growth. Those transactions may include, for example:
| • | potential acquisitions of assets (for example, additional product candidates) that are complementary to our RNAi therapies to treat solid tumors driven by KRAS mutations, in which the consideration with which we pay are newly-issued ordinary shares; |
| • | conversion of remaining outstanding amounts under the A&R Sponsor Promissory Note (under which approximately $0.2 million remains outstanding as of August 13, 2026) into newly issued ordinary shares in connection with financing transactions, which would eliminate our debt and increase our shareholders’ equity; and |
| • | issuance of shares upon vesting and/or exercise of equity awards under our equity incentive plans, including the 2024 Plan, which serves the purpose of incentivizing officers, other employees, and directors. |
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Financing Our Operations
Among operations-related uses for additional authorized share capital, the issuance and sale of ordinary shares and/or ordinary share-based equity securities (such as pre-funded warrants or ordinary warrants) in financing transactions is perhaps the most essential use, as it enables us to progress with our clinical development program for SIL204. We expect that in the near-term to mid-term future, our financing transactions may consist of ordinary course and extraordinary financing transactions, including some or all of the following types of transactions:
| • | Ongoing sales of newly issued ordinary shares under our ATM via H.C. Wainwright, pursuant to which up to $13.17 million may be issued and sold under our shelf registration statement on Form S-3 (SEC file number 333-290544) and related prospectus supplement, of which $10.9 million remains available for sale currently; |
| • | Potential follow-on public offerings of ordinary shares, pre-funded warrants and, to the extent necessary, ordinary warrants, including offerings similar to the public offerings that we completed on January 17, 2025, September 12, 2025 and August 13, 2026, in which we raised $5.0 million, $6.0 million and $2.5 million of gross proceeds, respectively; and |
| • | Exercises of warrants, whether currently outstanding or to be issued in future public offerings or private placements, including induced warrant exercise transactions similar to those that we completed on January 30, 2025, August 1, 2025 and May 18, 2026, in which we raised aggregate gross proceeds of approximately $3.3 million, $1.8 million and $1.0 million, respectively, for our company. |
Depletion of Remaining Authorized, Available Share Capital
While the above-described needs for authorized share capital are plentiful, our current reserves of available share capital are constrained by existing commitments and financing plans. Out of the 15,900,000 currently authorized ordinary shares, 5,560,256 shares were issued and outstanding as of August 13, 2026, and additional authorized but unissued shares may be issued pursuant to various commitments and financing arrangements, including outstanding warrants, our equity incentive plans, the A&R Sponsor Promissory Note, our ATM program and potential public offerings.
Illustration
The above-described depletion of our authorized share capital is presented in tabular form below, for ease of reference (as of August 13, 2026, except as otherwise noted):
| Current number of authorized ordinary shares, total | 15,900,000 | |||
| Authorized ordinary shares, issued | 5,560,256 | |||
| Authorized ordinary shares, unissued | 10,339,744 | |||
| Ordinary shares issuable upon exercise of all outstanding warrants | 5,427,508 | |||
| Ordinary shares reserved for issuance under outstanding grants under our equity incentive plans (2024 Plan and 2013 Share Option Plan) | 4,900 | |||
| Ordinary shares estimated for issuance and sale under ATM at an assumed price of $0.454 per share (1) | 24,089,552 | |||
| Ordinary shares issuable pursuant to the A&R Sponsor Promissory Note at an assumed price of $0.454 per share (2) | 454,761 | |||
| Remaining authorized, unissued available ordinary shares | (19,636,977 | ) |
| (1) | The number of ordinary shares that we will actually issue and sell under the ATM will depend on fluctuating market prices and may differ substantially from the estimated number set forth in the table, which assumes use of the $10.9 million remaining available amount under the ATM at a price of $0.454 per share, the closing price of the ordinary shares on the Nasdaq Capital Market on August 12, 2026. |
| (2) |
Because the number of shares underlying the A&R Sponsor Promissory Note depends on fluctuating market prices or prices per share in potential financing transactions at which we may convert outstanding amounts owed under the note, we are unable to accurately predict the actual number of shares that we will issue for conversion of all remaining outstanding amounts under that note. The number of shares reflected in the above table assumes the conversion of the remaining $0.2 million outstanding principal amount at a price of $0.454 per share, which represents the closing price of the ordinary shares on the Nasdaq Capital Market on August 12, 2026. |
Our limited available, unissued share capital may constrain our ability to maintain compliance with the $2.5 million minimal Nasdaq shareholders’ equity level and pursue our operational goals of value creation via our clinical siRNA development program. The Board believes that the proposed increase of 175 million additional authorized ordinary shares for which we seek approval at the meeting represents the estimated minimum level needed to enable us to maintain Nasdaq listing compliance, while continuing to progress with our clinical program and potential complementary opportunities, for the creation of shareholder value, in the upcoming near-term to mid-term periods. Even for the above-listed commitments and financing plans for which we have allocated ordinary shares, we may not maximize the related potential benefits without additional share capital to be allocated to them.
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Board Approval and Recommendation to Shareholders
Our Board has approved a proposed increase to our authorized share capital by 175,000,000 ordinary shares, as reflected in paragraph 5 of our Memorandum of Association, from US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each, to US$25,771,500 divided into 190,900,000 ordinary shares of a par value of US$0.135 each. The proposed amendment to the text of paragraph 5 of our Memorandum of Association in respect of the increase in authorized share capital is set forth in Annex B to this proxy statement. Under Article 17.1.1 of the Articles, the proposed increase to our authorized share capital requires approval by our shareholders via an ordinary resolution, and our Board therefore also approved the convening of the extraordinary general meeting promptly, to seek approval for that increase.
If the Authorized Share Capital Increase Proposal is approved at the extraordinary general meeting, the Board intends to carefully manage the use of the increased authorized share capital with a view toward minimizing unnecessary dilution to existing shareholders, while balancing the Company’s capital needs in light of prevailing market conditions.
If this proposal is not approved by Silexion’s shareholders, we will not have enough ordinary shares available to achieve the goal of maintaining our compliance with the Nasdaq shareholders’ equity requirement, and may be subject to the delisting of our ordinary shares and warrants.
Effect on Outstanding Ordinary Shares
Approval of this proposal and the potential future issuance of any additional ordinary shares would not, in and of themselves, affect the rights of the holders of our currently issued ordinary shares, except for, with respect to the issuance of additional ordinary shares, effects incidental to increasing the number of ordinary shares in issue, such as dilution of the earnings or loss per ordinary share (if any) and voting rights of current holders of ordinary shares. Please see the risks related to our prospective increased authorized share capital under “Risk Factors Related to the Proposals- Risk Factors Related to Authorized Share Capital Increase Proposal” below in this proxy statement.
Proposed Resolution
At the extraordinary general meeting, our Board will present to our shareholders the following resolution:
“RESOLVED, as an ordinary resolution, that the authorized share capital of the Company be increased as follows:
from US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each,
to US$25,771,500 divided into 190,900,000 ordinary shares of a par value of US$0.135 each
as set forth in Annex B to the proxy statement with respect to the extraordinary general meeting of the Company scheduled to be held on September _, 2026, subject to proportionate adjustment to the extent the reverse share split described in Proposal 2 for the meeting is approved.”
Vote Required for Approval
Under Article 17.1.1 of our Articles, the approval of the Authorized Share Capital Increase Proposal requires the affirmative vote of an ordinary resolution, being a resolution passed by an ordinary majority of Silexion’s shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.
Board Recommendation
The Board unanimously recommends a vote “FOR” the proposed increase to the authorized share capital of the Company pursuant to the Authorized Share Capital Increase Proposal.
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PROPOSAL 2
REVERSE SHARE SPLIT PROPOSAL
Background
Nasdaq Minimum Bid Price Requirement
Our ordinary shares and warrants are listed on the Nasdaq Capital Market under the trading symbols “SLXN” and “SLXNW”, respectively, and we need to ensure that we continue to comply with all quantitative listing standards of the Nasdaq Listing Rules on an ongoing basis. One such listing standard with which we need to ensure our ongoing compliance is the minimum bid price rule. In particular, Nasdaq Listing Rule 5550(a)(2) requires that our ordinary shares maintain a minimum closing bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”).
The business combination whereby we became a publicly-traded company with securities listed on Nasdaq was completed on August 15, 2024. Since that time, the closing price for our ordinary shares has traded at a range of prices.
We had previously failed to comply with the Minimum Bid Price Requirement and had received a listing deficiency notice on October 29, 2024, due to our closing bid price having been below $1.00 for 30 consecutive business days, and we were granted a 180-day compliance period, until April 28, 2025, to regain compliance with that requirement. On November 27, 2024, following the close of trading, the Board, acting pursuant to an approval by our shareholders obtained at our extraordinary general meeting held on November 19, 2024, effected a 1-for-9 reverse share split of all issued and outstanding, and all authorized, ordinary shares. In the aftermath of, and as a result of, that reverse share split, the trading price of our ordinary shares rose, and on December 13, 2024, we received a follow-up letter from Nasdaq notifying us that we had regained compliance with the applicable minimum bid price requirement.
We similarly effected an additional, 1-for-15 reverse share split on July 29, 2025 in order to avoid an additional listing deficiency with respect to the Minimum Bid Price Requirement, and effected a further 1-for-10 reverse share split on May 28, 2026, which increased the par value of our ordinary shares to $0.135 per share. We have therefore effected 1-for-9, 1-for-15 and 1-for-10 reverse share splits of all of our issued and outstanding, and authorized but unissued, ordinary shares on November 27, 2024, July 28, 2025 and May 28, 2026, respectively.
Recently, the closing bid price for our ordinary shares has been within a range of prices that has fallen below the $1.00 level. Because we effected a 1-for-10 reverse share split on May 28, 2026, if our share price were to close below $1.00 for 30 consecutive trading days prior to May 28, 2027, we would be subject to immediate delisting proceedings, subject to our ability to appeal any delisting determination to a Nasdaq hearings panel. Such a delisting would be likely to adversely affect our company and the holders of our ordinary shares in many ways, as detailed below in this Proposal 2 and in the “Risk Factors Related to the Proposals- Risk Factors Related to Reverse Share Split” section of this proxy statement below.
The market price of our ordinary shares reflects a variety of factors, most importantly, the progress of, and prospects related to, the development of our product candidates, as well as additional factors such as our financial condition, market conditions for biotechnology companies generally, and conditions related to our location in Israel. Even if we continue to report positive results and progress towards the development of our product candidates, we may nevertheless not see an improvement in our share price, since many of the factors impacting that price are beyond our control.
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Rationale for Increasing/Maintaining Market Price
Besides enabling us to avoid the delisting of the ordinary shares from Nasdaq and accompanying adverse consequences, our maintenance of a share price that is comfortably above the $1.00 minimum bid price level is furthermore a key strategic interest of ours, as it will assist us in raising capital to continue to support our clinical trials. We are advancing our Phase 2/3 clinical trials seeking statistically significant results with respect to our SIL204 product candidate in locally advanced pancreatic cancer subjects in Israel and Germany, and we expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our product candidates through clinical studies. If we are unable to attract desirable investors that provide financing on a timely basis, we may be required to significantly curtail, delay, or discontinue one or more of our research, development or manufacturing programs or the commercialization of any product candidates, or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially adversely affect our business, financial condition, and results of operations.
To date, we have financed our operations primarily through the sale of equity securities, including public offerings of ordinary shares, pre-funded warrants and ordinary warrants completed in January 2025, September 2025 and August 2026, sales of ordinary shares into the public market under the ATM Agreement, and induced warrant exercise transactions completed in January 2025, August 2025 and May 2026. Many potential desirable investors or financing sources may be unwilling to consider an investment in our company on reasonable terms or at all if our share price remains at or below the minimum $1.00 price level under the Nasdaq Listing Rules, in part due to a fear that our ordinary shares and warrants may be delisted from Nasdaq, which would likely reduce liquidity and increase volatility in our trading price.
In order to raise the market price of our ordinary shares should it remain below $1.00 per share, and thereby avoid a potential violation of Nasdaq’s Minimum Bid Price Requirement and accompanying immediate delisting proceedings, we are proposing that our shareholders approve, at the meeting, a reverse share split at a set ratio, which will be between 1-for-7 and 1-for-15, inclusive. A reverse share split should have the immediate impact of boosting the bid price per share by a proportionate ratio, due to the deemed relatively higher value attributable to each ordinary share following such a reverse split. The actual ratio within the above-described range will be presented to our shareholders for approval at the meeting.
Impact of Reverse Share Split on Our Ordinary Shares
One principal effect of the reverse share split under any ratio at which it would be effected would be to decrease the number of our issued and outstanding ordinary shares. Except for de minimus adjustments that may result from the treatment of fractional shares as described below, however, the reverse split will not have any dilutive effect on our shareholders since each shareholder would hold the same percentage of our ordinary shares outstanding immediately following the reverse split as such shareholder held immediately prior to the reverse split. Therefore, voting and other rights that accompany the ordinary shares would not be affected by the reverse split.
In addition, the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance will remain the same (disregarding the effect of the Authorized Share Capital Increase Proposal, which would be implemented prior to the reverse share split) because the authorized number of our ordinary shares (including authorized, unissued shares) will be decreased in proportion to the ratio at which the reverse split will be effected at the effective time of the reverse split, as the case may be. The remaining authorized shares may be used for various purposes, including, without limitation, raising capital, providing equity incentives to employees, officers or directors, and/or establishing strategic relationships with other companies. We currently plan to use the available authorized shares, if increased pursuant to Proposal 1, for financing transactions and/or business development transactions for our company that will help us to maintain compliance with the Nasdaq minimum $2.5 million shareholders’ equity requirement under the Equity Standard of the Nasdaq Capital Market. Beyond the foregoing purposes, we currently do not have any plans, proposals or arrangements to issue any of the available authorized shares for any other purposes.
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Implementation of Reverse Share Split
The Board believes that it is in the best interest of the Company and its shareholders and is hereby soliciting shareholder approval to effect a reverse share split of all the Company’s issued and outstanding ordinary shares at a ratio of not less than 1-for-7 and not more than 1-for-15, inclusive. The exact ratio of the reverse split to be presented for approval by our shareholders at the extraordinary general meeting will be determined by our Board prior to the meeting based on market conditions and the market price of the ordinary shares during the period leading up to, and immediately prior to, the meeting. Our board of directors will determine which resolution- containing a specific reverse split ratio- will be presented for approval at the meeting, whereby, assuming shareholder approval of the proposal, on the effective date of the reverse share split, all of the Company’s issued and unissued ordinary shares will be, automatically and without any action on the part of the shareholders, combined, converted and changed into new ordinary shares in accordance with that reverse share split ratio. If the shareholders approve the Reverse Share Split Proposal, the Board will have the authority, but not the obligation, in its sole discretion, and without further action on the part of the shareholders, to effect a reverse share split at the approved ratio any time after the approval of the shareholders.
The Board will only effect a reverse share split pursuant to the Reverse Share Split Proposal, however (assuming that the proposal is approved), if the Board believes that a decrease in the number of ordinary shares outstanding is likely to improve the trading price of our ordinary shares, and if needed in order to maintain compliance with the Minimum Bid Price Requirement, and, furthermore, only if the implementation of a reverse share split is determined by the Board to be in the best interests of the Company and its shareholders.
The Board believes that our solicitation of shareholder approval of a reverse share split ratio within a range in connection with the Reverse Share Split Proposal, which will only be set by the Board immediately prior to the meeting, provides the Board with flexibility to achieve the purposes of any such reverse share split that may be effected. The additional time between the date of this proxy statement and the date of the extraordinary general meeting will enable the Board to analyze market conditions and our share price and determine what ratio within the range described in this Proposal 2 best fulfills the purposes of the reverse share split. The determination will be made by the Board with the intention to create the greatest marketability of the Company’s ordinary shares based upon prevailing market conditions at that time. The Board reserves its right to elect not to proceed, and abandon, the reverse share split if it determines, in its sole discretion, that implementing such reverse share split is not in the best interests of the Company and its shareholders. We currently anticipate, however, that the Board will implement the reverse share split promptly after (and subject to) shareholder approval of Proposal 2 at the meeting (which will be after implementation of an increase to our authorized share capital, which will occur immediately after (and subject to) the approval of Proposal 1 at the meeting).
We cannot assure you that the price per share of our ordinary shares immediately after a reverse share split will increase proportionately to that reverse share split, or that any increase will be sustained for any period of time. We also cannot assure you that an active and liquid public market for our ordinary shares will exist or be maintained post-reverse split. Further, regardless of our compliance with the Minimum Bid Price Requirement, the listing of our shares on the Nasdaq Capital Market may be halted or discontinued if we are unable to maintain compliance with any other Nasdaq continued listing requirement for any reason. Please see the “Risk Factors Related to the Proposals- Risk Factors Related to the Reverse Share Split Proposal” section below.
Fractional Shares
Shareholders would not receive fractional ordinary shares in connection with the reverse share split. In lieu of any fractional shares, we will round up or round down to the nearest whole share the number of ordinary shares issuable to any record shareholder who would otherwise hold a fractional share as a result of the number of ordinary shares held by it before the reverse share split not being evenly divisible by the reverse split ratio. For example, if a shareholder holds 150.75 ordinary shares following the reverse share split, that shareholder will be issued 151 ordinary shares. No shareholders will receive cash in lieu of fractional shares.
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We do not expect the reverse share split and the rounding up or down of fractional shares to whole shares to result in a significant change in the relative percentage ownership of our various shareholders.
Effect on Ordinary Shares, Authorized Ordinary Shares and Par Value
If the reverse share split is approved by our shareholders and our Board implements the reverse share split, then as of the effective time of the reverse share split, all ordinary shares (issued and unissued) will automatically be combined into new ordinary shares in accordance with the reverse share split ratio and our ordinary shares will have a new CUSIP number. Additionally, the number of authorized ordinary shares would be reduced and the par value of all of the ordinary shares would be adjusted upwards in a corresponding manner, each proportionate to the reverse share split ratio. To the extent that Proposal 1 (the Authorized Share Capital Increase Proposal) is approved at the meeting, there will be an increase to the number of authorized, unissued ordinary shares immediately following the meeting prior to the reduction of that number pursuant to the implementation of the reverse share split.
Effect on Outstanding Equity Awards, Warrants, and Equity Plans
If the reverse share split is approved by our shareholders and our Board implements the reverse share split, as of the effective time, proportionate adjustments will be made to (i) the number of ordinary shares that are subject to all then-outstanding equity awards and warrants, such that fewer shares would underlie such awards and warrants, (ii) the exercise price of all then-outstanding options and warrants, such that the per share exercise price of each such option and warrant would be increased, and (iii) the number of ordinary shares available for issuance under our equity incentive plans, such that fewer shares will be subject to such plans.
Illustration
For purposes of illustration, the following table contains current pre-reverse split information and placeholders for post-reverse split information, which will be inserted once the Board determines the proposed reverse share split ratio and the Company confirms the related share information.
| Pre-Reverse Split | 1-for-7 | 1-for-15 | ||||||||||||
| Authorized Ordinary Shares, Issued (1) | 5,560,256 | 794,322 | 370,684 | |||||||||||
| Authorized Ordinary Shares, Unissued (2) | 185,339,744 | 26,477,107 | 12,355,983 | |||||||||||
| Ordinary shares reserved for future grants pursuant to equity incentive plans (3) | -- | -- | -- | |||||||||||
| Ordinary shares subject to outstanding equity- based awards | 4,900 | 700 | 327 | |||||||||||
| Shares issuable upon exercise of outstanding warrants | 5,427,508 | 775,358 | 361,834 | |||||||||||
| (1) | Does not account for potential adjustments due to the treatment of fractional shares resulting from the reverse share split. |
| (2) | Assumes the approval of the Authorized Share Capital Increase Proposal at the extraordinary general meeting and the accompanying increase of the number of authorized, unissued ordinary shares by 175,000,000 ordinary shares. |
| (3) | As of the date of this proxy statement, there are no ordinary shares currently available for future grants pursuant to the Company’s equity incentive plans. |
Accounting Consequences
The reverse share split will not have an effect on the stated capital attributable to ordinary shares on our balance sheet because the par value of each of the ordinary shares will be increased by the same ratio as the ratio contemplated by the reverse share split. Reported net income or loss per ordinary share and book value per ordinary share will be higher because there will be fewer ordinary shares.
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Material U.S. Federal Income Tax Consequences
The following is a summary of the material U.S. federal income tax consequences of the reverse share split to U.S. Holders (as defined below) of our ordinary shares. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date of this proxy statement, all of which may be subject to change, possibly with retroactive effect. No assurance can be given that the Internal Revenue Service (the “IRS”) will agree with the consequences described in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been or will be sought or obtained from the IRS regarding the tax consequences of the reverse share split.
For purposes of this summary, a “U.S. Holder” is a beneficial owner of our ordinary shares that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) the administration of which is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.
This summary does not discuss all U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example, tax-exempt organizations, S corporations, partnership and other pass through entities (and investors therein), mutual funds, insurance companies, banks and other financial institutions, dealers in securities, brokers or traders in securities, commodities or currencies that elect to use a mark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold our ordinary shares as part of a straddle, hedging, constructive sale, conversion, or other integrated transaction, U.S. Holders that have a functional currency other than the U.S. dollar, and persons who acquired our ordinary shares as a result of the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan). Furthermore, this summary does not discuss any alternative minimum tax consequences or the Medicare contribution tax on net investment income and does not address any aspects of U.S. state or local or non-U.S. taxation. This summary only applies to U.S. Holders holding our ordinary shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).
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If an entity classified for U.S. federal income tax purposes as a partnership owns our ordinary shares, the tax treatment of a member of the entity will depend on the status of the member and the activities of the entity and such member. The tax treatment of such an entity, and of any member of such an entity, is not addressed in this summary. Any entity that is classified for U.S. federal income tax purposes as a partnership and that owns our ordinary shares, and any members of such an entity, are encouraged to consult their respective tax advisors.
U.S. HOLDERS OF OUR ORDINARY SHARES ARE ENCOURAGED TO SEEK ADVICE FROM THEIR OWN TAX ADVISORS REGARDING THE INCOME TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT TAKING INTO ACCOUNT THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT ARISING UNDER THE U.S. FEDERAL INCOME, ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.
We intend for the reverse share split to qualify as a “recapitalization” for U.S. federal income tax purposes and, consequently, as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the reverse share split so qualifies:
| • | a U.S. Holder will not recognize gain or loss as a result of the reverse share split; |
| • | the aggregate tax basis of our ordinary shares received by a U.S. Holder in the reverse share split will be equal to the aggregate tax basis of the ordinary shares surrendered in exchange therefor; and |
| • | the holding period of our ordinary shares received by a U.S. Holder in the reverse share split will include the holding period of the ordinary shares exchanged therefor. |
U.S. Treasury regulations provide detailed rules for allocating the tax basis and holding period among our ordinary shares acquired by a shareholder on different dates and at different prices. U.S. Holders that acquired our ordinary shares on different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period among such ordinary shares.
Procedures for Effecting Reverse Share Split
As soon as practicable after the effective date of the reverse share split, the Company’s shareholders will be notified that the reverse share split has been effected.
Registered “Book-Entry” Holders of Ordinary Shares
As all of the outstanding ordinary shares are held in book-entry form, you will not need to take any action to receive post-reverse share split ordinary shares. As soon as practicable after the effective time, the Company’s transfer agent will send to your registered address a transmittal letter along with a statement of ownership indicating the number of post-reverse share split ordinary shares you hold.
Beneficial Holders of Ordinary Shares
Upon the implementation of the reverse share split, we intend to treat ordinary shares held by shareholders in “street name” (i.e., through a bank, broker, custodian, or other nominee), in the same manner as registered “book-entry” holders of our ordinary shares. Banks, brokers, custodians or other nominees will be instructed to effect the reverse share split for their beneficial holders holding our ordinary shares in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the reverse share split. If a shareholder holds our ordinary shares with a bank, broker, custodian, or other nominee and has any questions in this regard, he, she or it is encouraged to contact his, her or its bank, broker, custodian, or other nominee.
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Proposed Resolutions
At the extraordinary general meeting, our Board will present to our shareholders a resolution that reflects a reverse split ratio of between 1-for-7 and 1-for-15 for approval within the range to be approved, subject to the determination of the Board based on market conditions and the market price of the ordinary shares during the period leading up to, and immediately prior to, the meeting. We have assumed the approval of the Authorized Share Capital Increase Proposal prior to the adoption of the Reverse Share Split Proposal, thereby increasing the current (pre-reverse share split) authorized share capital to US$25,771,500 divided into 190.900,000 ordinary shares of a par value of US$0.135 each. Text showing the proposed amendment to our Amended and Restated Memorandum of Association in respect of the Reverse Share Split Proposal is set forth in Annex C to this proxy statement:
| (i) | Scenario 1: The Board presents a 1-for-7 reverse share split for approval: |
RESOLVED, as an ordinary resolution, that, subject to the determination, confirmation and approval of the board of directors of the Company that this resolution is an effective means of maintaining compliance with the minimum bid price requirement for the continued listing of the ordinary shares of the Company on the Nasdaq Capital Market, the authorized share capital of the Company (after increase pursuant to the adoption of the Authorized Share Capital Increase Proposal at the Meeting) be consolidated at a ratio of between 1-for-7 and 1-for-15 as follows:
from US$25,771,500 divided into 190,900,000 ordinary shares of a par value of US$0.135 each,
to US$25,771,500 divided into 27,271,429 ordinary shares of a par value of US$0.945 each
by
(a) the consolidation of all issued ordinary shares (as of the relevant record date, ______ issued shares) of a par value of US$0.135 into issued ordinary shares (based on the number of issued shares as of such date, ______ issued ordinary shares) of a par value of US$0.945, and
(b) the consolidation of all unissued ordinary shares (as of the relevant record date, as adjusted to reflect an increase due to the adoption of the Authorized Share Capital Increase Proposal at the meeting, ______ unissued shares) of a par value of US$0.135 into unissued ordinary shares (as of such date, and assuming the adoption of the Authorized Share Capital Increase Proposal at the meeting, ______ unissued shares) of a par value of US$0.945.
| (ii) | Scenario 2: The Board presents a 1-for-15 reverse share split for approval: |
RESOLVED, as an ordinary resolution, that, subject to the determination, confirmation and approval of the board of directors of the Company that this resolution is an effective means of maintaining compliance with the minimum bid price requirement for the continued listing of the ordinary shares of the Company on the Nasdaq Capital Market, the authorized share capital of the Company (after increase pursuant to the adoption of the Authorized Share Capital Increase Proposal at the Meeting) be consolidated as follows:
from US$25,771,500 divided into 190,900,000 ordinary shares of a par value of US$0.135 each,
to US$25,771,500 divided into 12,726,667 ordinary shares of a par value of US$2.025 each
by
(a) the consolidation of all issued ordinary shares (as of the relevant record date, ______ issued shares) of a par value of US$0.135 into issued ordinary shares (based on the number of issued shares as of such date, ______ issued ordinary shares) of a par value of US$2.025, and
(b) the consolidation of all unissued ordinary shares (as of the relevant record date, as adjusted to reflect an increase due to the adoption of the Authorized Share Capital Increase Proposal at the meeting, ______ unissued shares) of a par value of US$0.135 into unissued ordinary shares (as of such date, and assuming the adoption of the Authorized Share Capital Increase Proposal at the meeting, ______ unissued shares) of a par value of US$2.025.
Vote Required for Approval
The approval of the Reverse Share Split Proposal requires the affirmative vote of an ordinary resolution under Cayman Islands law, being a resolution passed by an ordinary majority of Silexion’s shareholders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting, and includes a unanimous written resolution.
Board Recommendation
The Board unanimously recommends a vote “FOR” the Reverse Share Split Proposal at a ratio (between 1-for-7 and 1-for-15) to be presented by the Board at the extraordinary general meeting.
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RISK FACTORS RELATED TO THE PROPOSALS
The approval of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal would be accompanied by the following attendant risks (among other potential risks):
Risk Factors Related to the Authorized Share Capital Increase Proposal
As a result of the proposed increase to our authorized share capital, a substantial additional number of our ordinary shares may be issued pursuant to various transactions, which could cause (i) the price of the ordinary shares to decline, and (ii) substantial dilution to our existing shareholders.
If the Authorized Share Capital Increase Proposal is approved, the number of ordinary shares authorized for issuance under our Memorandum of Association will increase immediately by 175,000,000 ordinary shares, to 190,900,000 ordinary shares, which represents an increase of 1,100% relative to our existing number of authorized ordinary shares.
This proposed increase is expected to be utilized for the issuance of a significant number of ordinary shares in various types of transactions. Such transactions are expected to include, without limitation: public offerings or other continuous financing activities (such as under the ATM) to fund our clinical program; conversion of remaining amounts under the A&R Sponsor Promissory Note into ordinary shares; business development transactions in which we may seek to acquire assets that are complementary to our current product candidate; exercises (whether induced or not) of our outstanding warrants; and equity grants to our employees (including officers), directors and consultants under our equity incentive plans. The cumulative effect of those transactions would be the issuance of additional ordinary shares that together could exceed our existing issued and outstanding share capital several times over. Our Board will have considerable discretion with respect to our entry into most of these transactions. While the Board intends to carefully manage our enhanced authorized share capital to support and reinforce, as much as possible, the price and liquidity of, and the trading market for, our traded securities, there is no guarantee that it can successfully do so. The potential transactions would lead to the issuance of ordinary shares in quantities or in a manner that may be dilutive to our existing shareholders, reducing their voting power as well as their percentage economic interest in our company.
Depending on market liquidity at the time, resales of newly issued ordinary shares that become available for issuance as a result of the increase to our authorized share capital and are issued pursuant to any of the above-described transactions may cause the trading price of our ordinary shares to decrease, and any such decrease could be substantial and could jeopardize our compliance with Nasdaq Listing Rule 5550(a)(2), which requires us to maintain a bid price of at least $1.00 on an ongoing basis. Based on historical patterns in the biotechnology sector, significant increases in outstanding shares can lead to downward pressure on stock prices, particularly if such issuances are perceived as occurring at unfavorable valuations. Additionally, the anticipation that such issuances and resales may take place could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
Shares issued from our increased authorized share capital may have additional adverse effects on our existing shareholders.
Our utilization of the increase in our authorized share capital for additional significant issuances of ordinary shares may have additional adverse impacts on our existing shareholders beyond a decline in the trading price and dilution (as identified in the previous risk factor). Depending on the amount of consideration received in connection with future issuance transactions, such transactions could also reduce shareholders’ equity on a per-share basis. The primary purposes of the enhanced authorized share capital are (i) to enable us to enter into transactions that increase our overall shareholders’ equity in order to preserve our current listing on the Nasdaq Capital Market, and (ii) to enable us to issue ordinary shares as part of funding vital working capital for our clinical development of our innovative RNAi therapies. Nevertheless, while the Board is not proposing the increase with the intent of using the newly authorized reserve as an anti-takeover device, the authorized ordinary shares could, in theory, also be used to resist or frustrate a third-party transaction that is favored by a majority of our public shareholders (for example, by permitting issuances that would dilute the share ownership of a person seeking to effect a change in the composition of the Board or management of the Company, or contemplating a tender offer or other transaction for a combination of the Company with another company). The newly available authorized shares resulting from the increase in our authorized share capital thus may have the potential to limit the opportunity for shareholders to dispose of their ordinary shares at a premium.
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Risk Factors Related to the Reverse Share Split Proposal
A reverse share split may negatively impact the market for our ordinary shares.
Factors such as the results of our clinical trials, progress in seeking regulatory approval for our product candidates, our financial results, developments involving our competitors, market conditions and the market perception of our product candidates may adversely affect the market price of our ordinary shares. As a result, there can be no assurance that the total market capitalization of our ordinary shares after the proposed reverse share split will be equal to or greater than the total market capitalization before the proposed reverse share split, or that the per share market price of our ordinary shares following the reverse share split will increase in proportion to the reduction in the number of ordinary shares outstanding before the reverse share split. A decline in the market price of our ordinary shares after the reverse share split may result in a greater percentage decline than would occur in the absence of a reverse share split.
In addition to market price, the liquidity of our ordinary shares may also be adversely affected by the reverse share split, given the reduced number of ordinary shares that will be outstanding following the reverse share split.
The reverse share split may furthermore increase the number of our shareholders who own odd lots (less than 100 shares). Any shareholder who owns fewer than approximately 1,000 to 2,000 ordinary shares, depending on the final ratio, prior to the reverse share split will own fewer than 100 ordinary shares following the reverse share split. Shareholders who hold odd lots may experience an increase in the cost of selling their shares and may have greater difficulty in effecting sales.
Following, and as a partial result of, a reverse share split, our ordinary shares may experience extreme price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.
Recently, there have been instances of extreme share price run-ups followed by rapid price declines and strong share price volatility with a number of relatively new public companies, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. The potential decrease in liquidity due to the reverse share split may heighten our exposure to those trading trends. In particular, following a reverse share split, our ordinary shares may be subject to rapid and substantial price volatility, low volume of trades, and large spreads in bid and ask prices. Such volatility, including any stock run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.
In addition, if the trading volumes of our ordinary shares are low, persons buying or selling in relatively small quantities may easily influence prices of our ordinary shares. This low volume of trades could also cause the price of our ordinary shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our ordinary shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our ordinary shares exist at the time of a purchase, the shares would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions (including in Israel, where our operations are centered) may also adversely affect the market price of our ordinary shares.
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As a result of this volatility, investors may experience losses on their investment in our ordinary shares. A volatile market price of our ordinary shares also could adversely affect our ability to issue additional ordinary shares or other securities and our ability to obtain additional financing in the near future, which is a key strategic goal for us, thereby frustrating our ability to achieve one of the key purposes of our reverse share split.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of August 12, 2026 prospectus by:
| ● | each person or entity known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
| ● | each of our officers and directors; and |
| ● | all our officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security such as our ordinary shares if he, she or it possesses sole or shared voting or investment power over those ordinary shares, including based on the right to acquire those ordinary shares due to exercise of an option or warrant, or due to the settlement of an RSU, that may be currently exercised or settled (as of August 13, 2026 ), or that may be exercised or settled (as applicable) for an underlying ordinary share within 60 days following August 13, 2026. In computing the number of ordinary shares beneficially owned by a person or entity and his/her or its percentage ownership, we include, as outstanding, those ordinary shares that are subject to options, warrants or RSUs held by that person or entity that may be currently exercised or settled (as of August 13, 2026), or that may be exercised or settled (as applicable) within 60 days of August 13, 2026. We do not, however, deem those underlying shares to be outstanding for the purpose of computing the percentage ownership of any other person or entity.
Unless otherwise indicated, we believe that all persons and entities named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
The percentage ownership of ordinary shares is based on 5,560,256 ordinary shares outstanding as of August 13, 2026.
| Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Approximate Outstanding Ordinary Shares | ||||||
| Directors and Executive Officers of Silexion: | ||||||||
| Ilan Hadar | 16,643 | (2) | * | % | ||||
| Dror Abramov | 1,112 | (3) | * | |||||
| Ruth Alon | 1,122 | (4) | * | |||||
| Avner Lushi (5) | 2,727 | (6) | * | |||||
| Dr. Shlomo Noy (7) | 2,727 | (6) | * | |||||
| Dr. Mitchell Shirvan | 8,836 | (8) | * | |||||
| Mirit Horenshtein Hadar, CPA | 12,515 | (9) | * | |||||
| All executive officers and directors as a group (7 individuals) | 42,955 | (10) | * | % | ||||
| Five Percent Holders: | ||||||||
| Intracoastal Capital LLC (11) | 71,421 | (12) | 1.3 | % | ||||
| Moringa Sponsor, LP and related persons (13) | 1,391,975 | (14) | 25.0 | % | ||||
| * | Less than 1%. |
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| (1) | Unless otherwise noted, the business address of each beneficial owner listed in the above table is c/o Silexion Therapeutics Corp, 12 Abba Hillel Road, Ramat Gan, Israel 5250606. |
| (2) | Includes 96 ordinary shares issuable upon exercise of options, at an exercise price of $9,077.05 per share, all of which are vested and currently exercisable. |
| (3) | Includes 94 ordinary shares issuable upon exercise of options, at an exercise price of $189.00 per share, all of which are vested and currently exercisable. |
| (4) | Includes 94 ordinary shares issuable upon exercise of options, at an exercise price of $189.00 per share, all of which are vested and currently exercisable. |
| (5) | The shares reported in this row consist entirely of ordinary shares held of record by Guangzhou Sino-Israel Biotech Fund (“GIBF”), with respect to which Mr. Lushi possesses shared voting and investment authority as a result of his serving as a Managing Partner and CEO of GIBF. |
| (6) | Includes 1,872 ordinary shares issuable upon exercise of options held by GIBF, at an exercise price of $18.90 per share, all of which are vested and currently exercisable. |
| (7) | The shares reported in this row consist entirely of ordinary shares held of record by GIBF, with respect to which Dr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF. |
| (8) | Includes 780 ordinary shares issuable upon exercise of options, at an exercise price of $18.90 per share, all of which are vested and currently exercisable. |
| (9) | Includes 48 ordinary shares issuable upon exercise of options, at an exercise price of $9,077.10 per share, all of which are vested and currently exercisable. |
| (10) | The number of ordinary shares reported in this row for all executive officers and directors as a group includes 519 shares underlying options granted to the Company’s non-employee directors in February 2025, as those options have fully vested as of June 11, 2026. |
| (11) | The ordinary shares reported in this row are beneficially owned by Intracoastal Capital LLC, Mitchell P. Kopin and Daniel B. Asher. Mr. Kopin and Mr. Asher, as the controlling persons of Intracoastal Capital LLC, may be deemed to have shared voting and dispositive power with respect to these securities. The principal business office of Mr. Kopin and Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida 33483, and the principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301. |
| (12) | Consists of 32,500 ordinary shares underlying Series C warrants and 38,920 ordinary shares underlying Series D warrants, all of which warrants will be exercisable at a price of $5.00 per underlying ordinary share upon (and assuming) receipt of any required shareholder approval for their exercisability. |
| (13) | Based on a Schedule 13D/A filed with the SEC on May 29, 2026. The shares reported in this row are held of record by the Moringa sponsor, Moringa Sponsor, LP and/or by Greenstar, L.P., each a Cayman Islands exempted limited partnership. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Moringa sponsor and Greenstar, L.P. Mr. Levin is the sole director of that general partner. As a result of his ownership of that general partner, Mr. Levin possesses sole voting and investment authority with respect to the shares directly held by the Moringa sponsor and Greenstar, L.P. The limited partnership interests of the Moringa sponsor and Greenstar, L.P. are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Moringa sponsor and Greenstar, L.P., other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the persons and entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th floor, New York, NY 10177. |
| (14) | Consists of (i) 696 ordinary shares, (ii) 37 ordinary shares underlying warrants, and (iii) an aggregate of 237,246 ordinary shares issued on September 15, 2025 and May, June, July and August, 2026, upon conversion of an aggregate of $2.5 million of the outstanding amount under the Moringa Sponsor Note, all of which are held by Moringa Sponsor, LP, and (iv) 148 ordinary shares held by Greenstar, L.P. |
21
OTHER MATTERS
The Board knows of no matters, other than those referred to in this proxy statement, which may properly come before the extraordinary general meeting or other matters incident to the conduct of the meeting. As to any item or proposal that may properly come before the meeting, it is intended that proxies will be voted in accordance with the discretion of the proxy holders.
22
|
By Order of the Board
/s/ Mirit Horenshtein Hadar Chief Financial Officer and Secretary
Ramat-Gan, Israel August __, 2026 |
23
Annex A
PRELIMINARY PROXY CARD
SILEXION THERAPEUTICS CORP
12 Abba Hillel Road
Ramat-Gan, Israel 5250606
EXTRAORDINARY GENERAL MEETING
OF THE COMPANY
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY
TO BE HELD ON SEPTEMBER __, 2026
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the notice and proxy statement, each dated August __, 2026, in connection with the extraordinary general meeting of Silexion Therapeutics Corp (“Silexion” or the “Company”) and at any adjournments thereof (the “Meeting”) to be held at 9:00 a.m., Eastern time (4:00 p.m., local time) on ____, September __, 2026 at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608, and via live webcast, or at such other time, on such other date and at such other place at which the Meeting may be adjourned or postponed, for the sole purpose of considering and voting upon the proposals appearing on the reverse side, and hereby appoints Ilan Hadar, Mirit Horenshtein Hadar and Jonathan M. Nathan, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of the Company registered in the name provided, which the undersigned is entitled to vote at the Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS DESCRIBED ON THE REVERSE SIDE.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued and to be marked, dated and signed on reverse side)
Important Notice Regarding the Availability
of Proxy Materials for the
Extraordinary General Meeting of the Company to be held on September __, 2026:
The Notice of Meeting and the accompanying Proxy
Statement are available at:
https://www.cstproxy.com/silexion/fourthegm2026
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH PROPOSAL. | Please mark votes as indicated in this example: ☒ |
| FOR | AGAINST | ABSTAIN | ||||
|
Proposal 1: Authorized Share Capital Increase Proposal. An increase (pursuant to an ordinary resolution) to the authorized share capital of the Company by 175,000,000 ordinary shares, from US$2,146,500 divided into 15,900,000 ordinary shares, par value US$0.135 each, to US$25,771,500, divided into 190,900,000 ordinary shares of a par value of US$0.135 each. |
☐ |
☐ |
☐ | |||
| Proposal 2. Reverse Share Split Proposal. To approve an ordinary resolution allowing the Company’s board of directors to effect a reverse share split of our ordinary shares, par value $0.135 per share (“ordinary shares”) at a ratio of not less than 1-for-7 and not more than 1-for-15, with the exact ratio to be determined by the board of directors prior to the Meeting and to be presented for approval by our shareholders at the Meeting | ☐ | ☐ | ☐ |
Date: _______________, 2026
Signature
Signature (if held jointly)
Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ABOVE PROPOSAL. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
Annex B
Amendment to Authorized Share Capital Under Silexion Therapeutics Corp Memorandum of
Association Under Authorized Share Capital Increase Proposal (Proposal 1)
Paragraph 5 of the Silexion Therapeutics Corp Amended and Restated Memorandum of Association is hereby amended and restated in its entirety as follows:
| “5. The authorized share capital of the Company is US$25,771,500, divided into 190,900,000 ordinary shares of a par value of US$0.135 each” |
Annex C
Amendment to Authorized Share Capital Under Silexion Therapeutics Corp Memorandum of
Association as a Result of Reverse Share Split (Proposal 2), Assuming Prior Approval of Authorized
Share Capital Increase Proposal (Proposal 1) (Illustrative)
Paragraph 5 of the Silexion Therapeutics Corp Amended and Restated Memorandum of Association is hereby amended and restated in its entirety as follows:
In the case of a 1-for-7 reverse share split:
|
“5. The authorized share capital of the Company is US$ 25,771,500, divided into 27,271,429 Ordinary Shares of a par value of US$0.945 each.”
In the case of a 1-for-15 reverse share split:
“5. The authorized share capital of the Company is US$25,771,500, divided into 12,726,667 Ordinary Shares of a par value of US$2.025 each.” |