株探米国株
英語
エドガーで原本を確認する



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): July 16, 2025

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

Cayman Islands
 
001-42253
 
N/A
(State or other jurisdiction
 
(Commission File Number)
 
(I.R.S. Employer
of incorporation)
 

 
Identification No.)

 

12 Abba Hillel Road

Ramat-Gan, Israel

 
5250606
(Address of principal executive offices)
 
(Zip Code)

+972-3-7564999
(Registrant’s telephone number, including area code)

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

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

 


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

 


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

 


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

 


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

 

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

 

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Ordinary Shares, par value $0.0009 per share
 
SLXN
 
The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $103.50 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 8.01 Other Events.

On July 16, 2025, Silexion Therapeutics Corp, a Cayman Islands exempted company (“Silexion” or the “Company”) issued a press release announcing a prospective 1-for-15 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares. The reverse share split will be effected automatically, without any action required on the part of the Company’s shareholders. The reverse share split will result in a corresponding increase in the par value of the Company’s ordinary shares, from $0.0009 per share to $0.0135 per share. No fractional shares will be issued as a result of the reverse share split, as any fractional share totals as to which shareholders who are DTC participants become entitled will be rounded up to the nearest whole number of shares. The reverse share split will become effective after the close of the market on July 28, 2025, and the Company’s ordinary shares will begin trading on a reverse split-adjusted basis on the Nasdaq Capital Market at the open of the market on July 29, 2025. The ticker symbol for the ordinary shares will remain “SLXN.” A copy of the press release announcing the reverse share split is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits 
 
(d) Exhibits
 
 
 




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: July 16, 2025
/s/ Ilan Hadar
 
Name:
Ilan Hadar
 
Title:
Chief Executive Officer
 


EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1


Exhibit 99.1
 
 
Silexion Therapeutics Announces 1-for-15 Reverse Share Split
 
Trading on split-adjusted basis will begin at market open on July 29, 2025. This
adjustment is expected to help Silexion comply with NASDAQ requirements, enhance its market
position, and support its strategic growth initiatives
 
GRAND CAYMAN, Cayman Islands, July 16, 2025 - Silexion Therapeutics Corp. (NASDAQ: SLXN) (“Silexion” or the “Company”), a clinical-stage biotechnology company pioneering RNA interference (RNAi) therapies for KRAS-driven cancers, today announced a 1-for-15 reverse share split of its ordinary shares. The reverse share split will become effective after market close on July 28, 2025, and the Company’s ordinary shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market at market open on July 29, 2025, under the existing ticker symbol “SLXN.” A new CUSIP number will be assigned to the post-reverse split shares.
 
As a result of the reverse share split, every fifteen ordinary shares of Silexion issued and outstanding will be automatically combined into one share. The par value of the ordinary shares will be proportionately increased, from $0.0009 per share to $0.0135 per share, and no fractional shares will be issued. Shareholders that are direct participants in the DTC system and that are entitled to fractional shares will each receive a rounded-up whole share.
 
"Our decision to implement this reverse share split reflects Silexion's unwavering commitment to maintaining our Nasdaq listing and strengthening our foundation for future growth," said Ilan Hadar, Chairman and CEO of Silexion. "Following our recent preclinical breakthroughs with SIL-204 and our expanded development strategy across multiple KRAS-driven cancers, I remain highly confident in our ability to advance our innovative RNAi therapeutics toward clinical trials and ultimately deliver meaningful value to both patients and shareholders. This reverse split is designed to enhance our capital markets position, address share price volatility, and support our continued progress toward bringing potentially transformative therapies to patients with difficult-to-treat cancers."
 
Shareholders holding shares in book-entry form do not need to take any action in respect of the reverse share split, as their shares will be adjusted automatically. Those holding shares through a broker or nominee will also not need to take any action, as the number of shares held by them will be adjusted automatically, as reflected in their brokerage account. For further details, those shareholders should contact their broker.
 
The reverse share split is intended, among other things, to enable the Company to regain and maintain compliance with Nasdaq’s minimum bid price requirement, as outlined in Nasdaq Listing Rule 5550(a)(2). This adjustment is expected to help Silexion align with Nasdaq standards, enhance its market position, and support its strategic growth initiatives (including by enabling the Company to conduct equity financings).
 


About Silexion Therapeutics:
 
Silexion Therapeutics is a pioneering clinical-stage, oncology-focused biotechnology company developing innovative RNA interference (RNAi) therapies to treat solid tumors driven by KRAS mutations, the most common oncogenic driver in human cancers. The Company’s first-generation product, LODER™, has shown promising results in a Phase 2 trial for non-resectable pancreatic cancer. Silexion is also advancing its next-generation siRNA candidate, SIL204, designed to target a broader range of KRAS mutations and showing significant potential in preclinical studies. The Company remains committed to pushing the boundaries of therapeutic innovation in oncology, with a focus on improving outcomes for patients with difficult-to-treat cancers. For more information please visit: https://silexion.com

Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this communication, including statements regarding Silexion's business strategy, ongoing preclinical studies evaluating SIL204 in colorectal and lung cancer applications, potential expansion of development strategy,  and the therapeutic potential of SIL204 across multiple cancer types, are forward-looking statements. These forward-looking statements are generally identified by terminology such as "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them, or similar terminology. Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied by those statements. Important factors that could cause such differences include, but are not limited to: (i) Silexion's ability to successfully complete preclinical studies and initiate clinical trials; (ii) Silexion's strategy, future operations, financial position, projected costs, prospects, and plans; (iii) the impact of the regulatory environment and compliance complexities; (iv) expectations regarding future partnerships or other relationships with third parties; (v) Silexion's future capital requirements and sources and uses of cash, including its ability to obtain additional capital; (vi) Silexion’s ability to maintain its Nasdaq listing; and (vii) other risks and uncertainties set forth in the documents filed or to be filed with the SEC by the Company, including the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 18, 2025. Silexion cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Silexion undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.
 
Company Contact
Silexion Therapeutics Corp
Ms. Mirit Horenshtein Hadar, CFO
mirit@silexion.com

Capital Markets & IR Contact
Arx Capital Markets
North American Equities Desk
silexion@arxadvisory.com