Silexion Therapeutics (SLXN) completes 1-for-10 reverse split, adjusts warrant terms

Rhea-AI Filing Summary

Silexion Therapeutics Corp has implemented a 1-for-10 reverse share split of its ordinary shares to help maintain compliance with Nasdaq’s minimum bid price requirements. The split became effective after the close of business on May 28, 2026, with trading on a split-adjusted basis beginning May 29, 2026 under the existing symbol SLXN.

Following the reverse split, authorized share capital remains at $796,500, now divided into 5,900,000 ordinary shares with par value increasing from $0.0135 to $0.135 per share. As of April 7, 2026, issued shares were consolidated from 4,074,710 to 407,471. The company also adjusted its public and private warrants so each whole warrant now reflects the 1-for-10 ratio and carries an exercise price of $15,525.00 per ordinary share, with no fractional shares issued on exercise.

Insights

Equity structure & listing specialist

Silexion consolidates shares 1-for-10 and aligns warrant terms to support Nasdaq listing compliance.

Silexion Therapeutics is consolidating its capital structure via a 1-for-10 reverse share split, keeping total authorized capital at $796,500 while reducing issued shares from 4,074,710 to 407,471 as of April 7, 2026. This move is explicitly linked to maintaining the minimum bid price required for continued trading on the Nasdaq Capital Market.

The company is proportionally adjusting all public and private warrants so that each whole warrant now corresponds to the post-split share count with an exercise price of $15,525.00 per ordinary share. Fractional shares from warrant exercises will be rounded up to whole shares, provided the holder pays the full exercise price.

Because authorized capital remains unchanged in dollar terms and the adjustments are purely mechanical, the economic interests per shareholder are not altered by the split itself. The primary effect is on share price optics and Nasdaq compliance; actual impact will depend on future trading and capital-raising activity disclosed in subsequent filings.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-10 Authorized share capital: $796,500 Authorized shares post-split: 5,900,000 shares +4 more

7 metrics

Reverse split ratio 1-for-10 Approved by shareholders; effective after close May 28, 2026

Authorized share capital $796,500 Remains constant after reverse split

Authorized shares post-split 5,900,000 shares Ordinary shares at $0.135 par value each

Par value change $0.0135 to $0.135 Par value per ordinary share after 1-for-10 split

Issued shares pre/post 4,074,710 to 407,471 shares Issued ordinary shares as of April 7, 2026, after split

New warrant exercise price $15,525.00 per share Exercise price for each whole warrant post-split

Prior warrant exercise price $1,552.50 per share Warrant price before the reverse share split

Key Terms

Reverse Share Split, Warrant Agreement, Nasdaq Capital Market, authorized share capital, +1 more

5 terms

Reverse Share Split financial

"the Company’s shareholders approved the Reverse Share Split at a ratio of one (1) post-Reverse Share Split share for every ten (10) pre-Reverse Share Split shares"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

Warrant Agreement financial

"pursuant to the terms of the Warrant Agreement, dated February 19, 2021"

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

Nasdaq Capital Market financial

"for the continued listing of the ordinary shares of the Company on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

authorized share capital financial

"the authorized share capital of the Company remains at $796,500, now consisting of 5,900,000 ordinary shares"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

fractional shares financial

"The Company will not issue fractional shares upon exercise of Warrants to purchase fractional shares following the Reverse Share Split"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 29, 2026

Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)

Cayman Islands		001-42253		N/A
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

12 Abba Hillel Road Ramat-Gan, Israel		5250606
(Address of principal executive offices)		(Zip Code)

+972-3-756-4999

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.135 per share		SLXN		The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $15,525.00 per share		SLXNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

In connection with its previously-announced 1-for-10 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares (the “Reverse Share Split”) described in Item 5.03 below, on May 29, 2026, Silexion Therapeutics Corp (the “Company”) issued a notice (the “Warrant Adjustment Notice”) to holders of its public warrants and private warrants to purchase the Company’s ordinary shares (the “Warrants”). In the Warrant Adjustment Notice, the Company notified Warrant holders that the Company has made the following adjustments to its outstanding Warrants, effective after the close of trading on May 28, 2026, as reflected in the Warrants upon the open of trading on May 29, 2026:

	•	The number of ordinary shares issuable upon the exercise of each pre-Reverse Share Split Warrant to purchase one ordinary share will decrease proportionately to the Reverse Share Split ratio, resulting in each such Warrant being exercisable for 1/10th of an ordinary share following the Reverse Share Split; and
	•	The exercise price of each post-Reverse Share Split Warrant to purchase one whole post-Reverse Share Split ordinary share will be proportionately increased ten-fold (relative to a pre-Reverse Share Split Warrant to purchase one pre-Reverse Share Split ordinary share), to $15,525.00 per post-Reverse Share Split ordinary share.

The Warrant Adjustment Notice was provided by the Company pursuant to the terms of the Warrant Agreement, dated February 19, 2021 (the “Warrant Agreement”), by and between Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”). Moringa’s rights and obligations under the Warrant Agreement were assigned to, and assumed by, the Company pursuant to that certain Assignment, Assumption and Amendment Agreement, dated as of August 15, 2024, by and among Moringa, the Company and the Warrant Agent as part of the business combination transactions that were completed on August 15, 2024.

The Company will not issue fractional shares upon exercise of Warrants to purchase fractional shares following the Reverse Share Split, as any such fractional shares issuable under a Warrant will be rounded up (on the level of brokers that are DTC participants) to the nearest whole number of ordinary shares. Issuance of that rounded number of ordinary shares will be subject to payment of the full exercise price for that whole number of underlying ordinary shares.

The CUSIP number for the Warrants will remain G1281K 114 and the trading symbol for the Warrants will continue to be “SLXNW” even following the foregoing adjustments to the Warrants.

A copy of the Warrant Adjustment Notice is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported by the Company, at the reconvened extraordinary general meeting of the Company held on May 5, 2026, the Company’s shareholders approved the Reverse Share Split (as described in Item 3.03 above).

On May 28, 2026, the Company’s Board of Directors, acting pursuant to that approval by the Company’s shareholders, effected the Reverse Share Split following the close of trading on the Nasdaq Capital Market through the filing of a certificate with the Companies Registry of the Cayman Islands that served as an effective amendment to the Company’s Amended and Restated Memorandum of Association (the “Memorandum Amendment”). As a result of that filing, the authorized share capital of the Company remains at $796,500, now consisting of 5,900,000 ordinary shares, and the par value of the ordinary shares has increased from $0.0135 per share to $0.135 per share. In addition, the number of issued and outstanding ordinary shares has decreased at a ratio of 1-for-10.

The Reverse Share Split became effective after the close of business on May 28, 2026, and the Company’s ordinary shares will begin trading on a Reverse Share Split-adjusted basis on the Nasdaq Capital Market under the existing ticker symbol “SLXN” at the market open on May 29, 2026. After the Reverse Share Split, the trading symbol for the Company’s ordinary shares will continue to be “SLXN.” The new CUSIP number for the Company’s ordinary shares is G1281K148.

The above description of the Memorandum Amendment and the Reverse Share Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Memorandum Amendment, a copy of which is attached as Exhibit 3.1 hereto, as filed with the Companies Registry of the Cayman Islands on May 28, 2026.

Item 8.01 Other Events.

The information set forth in Items 3.03 and 5.03 is hereby incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1	Memorandum Amendment, dated May 28, 2026.
4.1	Warrant Adjustment Notice, dated May 29, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILEXION THERAPEUTICS CORP
Date: May 29, 2026	By:	/s/ Ilan Hadar
	Name:	Ilan Hadar
	Title:	Chief Executive Officer

Exhibit 3.1

REGISTERED OFFICE CERTIFICATE

OF

SILEXION THERAPEUTICS CORP

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

We, Conyers Trust Company (Cayman) Limited, Registered Office of Silexion Therapeutics Corp (the “Company”) DO HEREBY CERTIFY that the following is a true extract of the ordinary resolution passed at the extraordinary general meeting by the shareholders of the Company dated May 5th 2026, effective 28 May 2026 and that such resolution has not been modified.

“Reverse Share Split Proposal

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 1-for-10 (subject to reduction of that ratio to the extent needed to maintain a sufficient number of publicly held shares as required under the Nasdaq listing rules) as follows:

from US$796,500 divided into 59,000,000 ordinary shares of a par value of US$0.0135 each,

to US$796,500 divided into 5,900,000 ordinary shares of a par value of US$0.135 each

by

(a) the consolidation of all issued ordinary shares (as of April 7, 2026, 4,074,710 issued shares) of a par value of US$0.0135 into issued ordinary shares (based on the number of issued shares as of April 7, 2026, 407,471 issued ordinary shares) of a par value of US$0.135, and

(b) the consolidation of all unissued ordinary shares (as of April 7, 2026, as adjusted to reflect an increase due to the adoption of the Authorized Share Capital Increase Proposal at the meeting, 54,925,290 unissued shares) of a par value of US$0.0135 into unissued ordinary shares (as of April 7, 2026 and following the adoption of the Authorized Share Capital Increase Proposal at the meeting, 5,492,529 unissued shares) of a par value of US$0.135.”

 

/s/ Melanie Whittaker

Melanie Whittaker

for and on behalf of

Conyers Trust Company (Cayman) Limited

Registered Office

Dated this 28th day of May 2026 

Exhibit 4.1

SILEXION THERAPEUTICS CORP 

May 29, 2026

Notice to Warrant Holders

Dear Warrant Holder:

Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), dated as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), under which the rights and obligations of Moringa were assigned to, and assumed by, Silexion Therapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company (the “Company”) pursuant to that certain Assignment, Assumption and Amendment Agreement, dated as of August 15, 2024, by and among Moringa, the Company and the Warrant Agent. All capitalized terms not separately defined in this Notice shall have the same meanings as defined in the Warrant Agreement.

We are writing to inform you, as a registered holder of one or more Warrants, that the Company has effected a reverse share split of the issued and outstanding ordinary shares of the Company, par value $0.0135 per share (the “Reverse Share Split”). The Board of Directors and shareholders of the Company have approved the Reverse Share Split at a ratio of one (1) post-Reverse Share Split share for every ten (10) pre-Reverse Share Split shares and the Reverse Share Split became effective following the close of trading on the Nasdaq Capital Market (“Nasdaq”) on May 28, 2026 (the “Effective Date”). The Company’s ordinary shares will begin trading on Nasdaq on a post-Reverse Share Split basis under the Company’s existing trade symbol “SLXN”, at the market open on May 29, 2026.

The Reverse Share Split has also resulted in a proportional decrease in the number of authorized ordinary shares and a proportional increase in the par value of the ordinary shares in accordance with the Reverse Share Split ratio. Following the effectiveness of the Reverse Share Split, the Company is now authorized to issue 5,900,000 ordinary shares, par value US$0.135 per ordinary share.

Prior to the Effective Date, each whole Warrant was exercisable for one (1) ordinary share of the Company at a Warrant Price of $1,552.50 per share. Pursuant to Sections 4.2 and 4.3 of the Warrant Agreement, as of the Effective Date, each then-outstanding whole Warrant will be adjusted such that (subject to any future adjustment pursuant to the Warrant Agreement’s terms):

•
the number of ordinary shares issuable upon exercise of each whole pre- Reverse Share Split Warrant shall be decreased in proportion to the decrease of the number of issued and outstanding ordinary shares of the Company following the Reverse Share Split, resulting in such Warrant being exercisable for one-tenth (1/10) of an ordinary share; and

•    
the Warrant Price (for the exercise of each post- Reverse Share Split Warrant for one whole underlying ordinary share) shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be one (1) (i.e., the number of ordinary shares purchasable upon the exercise of one whole Warrant immediately prior to such adjustment), and (y) the denominator of which shall be one-tenth (1/10) (i.e., the number of ordinary shares so purchasable immediately thereafter), resulting in an adjusted Warrant Price of $15,525.00 per post-Reverse Share Split ordinary share.

In accordance with Section 4.6 of the Warrant Agreement, the Company will not issue fractional shares upon exercise of Warrants following the Reverse Share Split. If, by reason of the adjustments to the Warrants made in relation to the Reverse Share Split, the holder of any Warrant who is a participant in the Depository Trust and Clearing Corporation system would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an ordinary share, the Company will, upon such exercise and payment of the full exercise price for the rounded number of shares, round up to the nearest whole number the number of ordinary shares to be issued to the Warrant holder.

The Reverse Share Split was approved by the shareholders of the Company at an extraordinary general meeting initially held on April 28, 2026, which was adjourned and reconvened on May 5, 2026.

If you should have any questions, please do not hesitate to contact either of the below contacts via email at:

Silexion Therapeutics Corp Ms. Mirit Horenshtein Hadar, CFO
mirit@silexion.com

ARX | Capital Markets Advisors North American Equities Desk
silexion@arxadvisory.com

FAQ

What reverse share split did Silexion Therapeutics (SLXN) implement?

Silexion Therapeutics implemented a 1-for-10 reverse share split of its ordinary shares. Every ten pre-split shares were consolidated into one post-split share, reducing issued shares while keeping total authorized share capital unchanged at $796,500 with higher par value per share.

How did the Silexion (SLXN) reverse split affect authorized and issued shares?

After the reverse split, authorized share capital remains $796,500, now divided into 5,900,000 ordinary shares at $0.135 par value. As of April 7, 2026, issued shares were consolidated from 4,074,710 to 407,471, preserving the overall economic value but changing share count and par value.

How were Silexion’s SLXNW warrants adjusted after the reverse share split?

Silexion adjusted its public and private warrants to reflect the 1-for-10 reverse share split. Each whole warrant now relates to the post-split share structure and carries an exercise price of $15,525.00 per ordinary share, aligning warrant economics with the new share count and par value.

Will Silexion (SLXN) issue fractional shares after the reverse split and warrant adjustments?

Silexion will not issue fractional shares upon warrant exercise following the reverse split. Any fractional entitlement for DTC participant holders will be rounded up to the nearest whole ordinary share, subject to payment of the full exercise price for that rounded whole share amount.

Did Silexion Therapeutics change its Nasdaq ticker or CUSIP after the reverse split?

Silexion’s ordinary shares continue trading on the Nasdaq Capital Market under the ticker SLXN. The new CUSIP for ordinary shares is G1281K148, while the warrants keep trading under symbol SLXNW with CUSIP G1281K114, despite the warrant term adjustments associated with the reverse split.

Why did Silexion (SLXN) pursue a 1-for-10 reverse share split?

Shareholders approved the 1-for-10 reverse share split as a means of maintaining compliance with Nasdaq’s minimum bid price requirement. By reducing the share count, the company aims to support a higher per-share trading price, helping preserve its Nasdaq Capital Market listing status.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99 EXHIBIT 3.1 8.6 KB
• EX-99 EXHIBIT 4.1 13.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 27.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 20.5 KB