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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): July 29, 2025 (July 28, 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 $0.0135 per share
 
 SLXN
 
 The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $1,552.50 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 3.03
Material Modification to Rights of Security Holders.

In connection with the 1-for-15 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 July 29, 2025, Silexion Therapeutics Corp (the “Company”) issued a notice (the “Warrant Adjustment Notice”) to holders of its warrants to purchase 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 July 28, 2025, as reflected in the Warrants upon the open of trading on July 29, 2025:
•
 
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 1/15th 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 fifteen-fold (relative to a pre-Reverse Share Split Warrant to purchase one pre-Reverse Share Split ordinary share), to $1,552.50 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 2025 Annual General Meeting of the Company held on July 14, 2025, the Company’s shareholders approved the Reverse Share Split (as described in Item 3.03 above).

On July 28, 2025, 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 $20,000, now consisting of 1,481,482 ordinary shares, and the par value of the ordinary shares has increased from $0.0009 per share to $0.0135 per share. In addition, the number of issued and outstanding ordinary shares has decreased at a ratio of 1-for-15.


The Reverse Share Split became effective after the close of business on July 28, 2025, 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 July 29, 2025. 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 G1281K 130.

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 July 28, 2025.

Item 8.01
Other Events.
 
The information set forth in Items 3.03 and 5.03 is hereby incorporated by reference into this Item
 
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 29, 2025
/s/ Ilan Hadar
 
Name:
Ilan Hadar
 
Title:
Chief Executive Officer
 
EX-3.1 2 exhibit_3-1.htm EXHIBIT 3.1
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 2025 annual general meeting by the shareholders of the Company dated July 14th 2025, effective on July 28th 2025 and that such resolution has not been modified.

“Proposal 3
Reverse 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, or if necessary, regaining, compliance with the minimum bid price requirement for the continued listing of the ordinary shares of the Company on the Nasdaq Global Market or the Nasdaq Capital Market and initially adjusting the market price of the ordinary shares to be within a range of $3.00 to $10.00 (or above that range), the authorized share capital of the Company be consolidated as follows:
 
from US$20,000 divided into 22,222,222 ordinary shares of a par value of US$0.0009 each,
 
to US$20,000 divided into 1,481,482 ordinary shares of a par value of US$0.0135 each
 
by
 
(a) the consolidation of all 8,692,392 issued ordinary shares of a par value of US$0.0009 into 579,493 issued ordinary shares of a par value of US$0.0135, and
 
(b) the consolidation of all 13,529,830 unissued ordinary shares of a par value of US$0.0009 into 901,989 unissued ordinary shares of a par value of US$0.0135.”
 
/s/ Charlotte Cloete
Charlotte Cloete
for and on behalf of
Conyers Trust Company (Cayman) Limited
Registered Office

Dated this 28th July 2025
EX-4.1 3 exhibit_4-1.htm EXHIBIT 4.1
Exhibit 4.1

SILEXION THERAPEUTICS CORP 
July 29, 2025
 
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 $0.0009 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 fifteen (15) pre-Reverse Share Split shares and the Reverse Share Split became effective following the close of trading on the Nasdaq Capital Market (“Nasdaq”) on July 28, 2025 (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 July 29, 2025.
 
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 1,481,482 ordinary shares, par value US$0.0135 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 $103.50 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-fifteenth (1/15) 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-fifteenth (1/15) (i.e., the number of ordinary shares so purchasable immediately thereafter), resulting in an adjusted Warrant Price of $1,552.50 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 July 7, 2025, which was adjourned and reconvened on July 14, 2025.
 
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