SLXN Files S-8 to Cover 84,791 Shares Under Employee Equity Plan
Filing Impact
Filing Sentiment
Form Type
S-8
Rhea-AI Filing Summary
Silexion Therapeutics Corp filed a Form S-8 to register up to 84,791 ordinary shares issuable under the Silexion Therapeutics Corp 2024 Equity Incentive Plan. The additional share allocation was approved by the board and by shareholders at the 2025 annual general meeting held July 14, 2025. The filing incorporates prior Form S-8 disclosures by reference and lists governing plan documents and legal and audit consents as exhibits.
Positive
- Registers 84,791 ordinary shares for issuance under the 2024 Equity Incentive Plan, enabling compensation grants
- Board and shareholder approval for the additional allocation was obtained at the 2025 annual general meeting
- Legal and auditor consents (opinion of counsel and auditor consent) are included as exhibits
Negative
- Potential dilution to existing shareholders if all registered shares are issued under the plan
- Filing contains no financial performance data or details on the timing or recipients of awards
Insights
TL;DR: Registration of 84,791 shares for employee equity plan; procedural, not operational, update.
The filing registers a specific tranche of 84,791 ordinary shares for issuance under the 2024 Equity Incentive Plan, reflecting board and shareholder approval. This is a standard corporate governance step to permit grants to employees, directors and consultants. It incorporates prior S-8 disclosures by reference and attaches legal and auditor consents. The disclosure does not provide financial results or forecasts.
TL;DR: Share registration and attendant exhibits formalize compensation flexibility; minimal immediate market impact.
The Form S-8 updates the share reserve available for equity compensation and references amendments to the plan and corporate charter actions (reverse splits and authorized capital increase) as exhibits. Inclusion of counsel and auditor consents completes the registration package. The filing documents governance approvals but contains no operational or material transaction disclosures.
As filed with the Securities and Exchange Commission on August 20, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Silexion Therapeutics Corp
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(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not applicable
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.)
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12 Abba Hillel Road
Ramat Gan, Israel
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5250606
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(Address of Principal Executive Offices)
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(Zip Code)
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Silexion Therapeutics Corp 2024 Equity Incentive Plan
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(Full title of the plan)
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Puglisi & Associates
850 Library Avenue, Suite 204 Newark, DE 19711 Telephone: (302) 738-6680 |
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(Name, address, telephone number,
including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) registers the offer, issuance and sale of a total of up to 84,791 ordinary shares,
par value $0.0135 per share (“ordinary shares”), of Silexion Therapeutics Corp, a Cayman Islands exempted company (“Silexion,” the “Company,”
the “Registrant,” “our company,” “we” or “us”), that are issuable to Silexion’s and/or
its subsidiaries’ officers, employees, directors and consultants under the Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”). The ordinary shares registered hereunder represent
additional shares allocated to and issuable from time to time under the 2024 Plan, which allocation was approved by the Company’s board of directors and its shareholders (in the case of the shareholders, at the Company’s 2025 annual general meeting
held (after adjournment) on July 14, 2025).
Pursuant to Instruction E of Form S-8, the contents of the Company’s registration statement on Form S-8, Commission File Number 333-285891, filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on March 18, 2025, covering offers, issuances and sales of ordinary shares under the 2024 Plan, are incorporated herein by reference, and made a part of this
Registration Statement, except as amended or supplemented by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”) and the introductory note to Part I of Form S-8. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”)
and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Silexion with the Commission are incorporated herein by reference:
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(a)
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Silexion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the
Commission on March 18, 2025 (the “2024 Form 10-K”).
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(b)
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Silexion’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with the Commission on May 13, 2025 and August 12, 2025, respectively.
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Silexion’s Current Reports on Form 8-K filed with the Commission on the following dates:
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January 14, 2025;
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(ii)
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January 15, 2025 (only the second Form 8-K filed on that date, and only Item 1.01 therein and Exhibit 10.1
thereto);
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January 17, 2025;
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(iii)
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January 30, 2025;
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(iv)
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March 14, 2025;
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(v)
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March 28, 2025 (only Item 8.01 therein);
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(vi)
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May 23, 2025;
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(vii)
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June 3, 2025;
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(viii)
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July 8, 2025 (both the original Form 8-K and the amended Form 8-K
filed on that date);
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(ix)
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July 14, 2025
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(x)
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July 16, 2025;
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(xi)
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July 21, 2025;
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(xii)
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July 29, 2025;
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(xiii)
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August 1, 2025;
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(xiv)
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August 19, 2025; and
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(xiv)
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August 20, 2025.
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(d)
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The description of Silexion’s ordinary shares contained in Silexion’s registration statement on Form 8-A, filed by Silexion with the Commission on August 15, 2024, as updated by Exhibit 4.4 to the 2024 Form 10-K, and any amendment or report filed for the purpose of further updating that description.
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In addition, all documents subsequently filed by Silexion with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Silexion is not incorporating by reference any document or portion
thereof, whether specifically listed above or to be filed in the future, that is not deemed to be “filed” with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any subsequently filed document which also is or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
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Exhibit Number
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Description
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4.1.1
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Amended and Restated Memorandum and Articles of Association of Silexion Therapeutics Corp (formerly
Biomotion Sciences) (incorporated by reference to Exhibit 3.1 to Silexion’s Current Report on Form 8-K filed with the Commission on August 21, 2024)
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4.1.2
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Ordinary Resolution Effecting 1-for-9 Reverse Share Split to Share Capital of Silexion Therapeutics Corp
(incorporated by reference to Exhibit 3.1 to Silexion’s Current Report on Form 8-K filed with the SEC on November 29, 2024)
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4.1.3
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Ordinary Resolution Effecting 1-for-15 Reverse Share Split to Share Capital of Silexion Therapeutics Corp
(incorporated by reference to Exhibit 3.1 to Silexion’s Current Report on Form 8-K filed with the SEC on July 29, 2025)
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4.1.4
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Ordinary Resolution Effecting Increase to Authorized Share Capital of Silexion Therapeutics Corp (incorporated by
reference to Exhibit 3.1 to Silexion’s Current Report on Form 8-K filed with the SEC on August 19, 2025)
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4.2.1
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Silexion Therapeutics Corp 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to
Silexion’s Current Report on Form 8-K filed with the Commission on August 21, 2024)
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4.2.2
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Amendment to Silexion Therapeutics Corp 2024 Equity Incentive Plan (incorporated by reference to Annex B to Silexion’s
Definitive Proxy Statement on Schedule 14A for its 2025 annual general meeting, filed with the Commission on June 16, 2025)
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5.1
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Opinion of Conyers Dill & Pearman LLP
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23.1
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Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an
independent registered public accounting firm
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23.2
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Consent of Conyers Dill & Pearman LLP (contained in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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107
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Filing fee table
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Item 9. Undertakings
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and
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(iii)
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To include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ramat Gan , Israel, on August 20, 2025.
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SILEXION THERAPEUTICS CORP
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By:
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/s/ Ilan Hadar
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Name: Ilan Hadar
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Title: Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Ilan Hadar and Mirit Horenshtein Hadar, and each of them, as his or her true and lawful
attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments, including post-effective amendments, to this Registration
Statement on Form S-8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Ilan Hadar
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Chairman and Chief Executive Officer
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August 20, 2025
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Ilan Hadar
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(Principal Executive Officer)
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/s/ Mirit Horenshtein Hadar
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Chief Financial Officer and Secretary
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August 20, 2025
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Mirit Horenshtein Hadar
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(Principal Financial and Accounting Officer)
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/s/ Dror J. Abramov
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Director
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August 20, 2025
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Dror J. Abramov
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/s/ Ruth Alon
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Director
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August 20, 2025
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Ruth Alon
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/s/ Ilan Levin
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Director
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August 20, 2025
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Ilan Levin
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/s/ Avner Lushi
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Director
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August 20, 2025
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Avner Lushi
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/s/ Shlomo Noy
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Director
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August 20, 2025
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Shlomo Noy
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/s/ Amnon Peled
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Director
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August 20, 2025
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Amnon Peled
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Silexion Therapeutics Corp, has signed this
registration statement in Newark, Delaware, on August 20, 2025
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Authorized Representative
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FAQ
What does the S-8 filed by Silexion Therapeutics Corp (SLXN) register?
The filing registers up to 84,791 ordinary shares issuable under the Silexion Therapeutics Corp 2024 Equity Incentive Plan.
Does the Form S-8 disclose who will receive the equity awards?
No. The filing states awards will be issuable to officers, employees, directors and consultants but provides no recipient-level details.
Are there legal or audit documents attached to the S-8?
Yes. The filing references an opinion of counsel and the consent of the independent registered public accounting firm as exhibits.
Does this S-8 filing include financial results or operational updates for SLXN?
No. The filing is limited to registration of shares for the equity plan and incorporates prior S-8 disclosures by reference.