Form 8-K
8-K — Silexion Therapeutics Corp
Accession: 0001178913-26-002988
Filed: 2026-05-29
Period: 2026-05-29
CIK: 0002022416
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — zk2635442.htm (Primary)
EX-99 — EXHIBIT 3.1 (exhibit_3-1.htm)
EX-99 — EXHIBIT 4.1 (exhibit_4-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: zk2635442.htm · Sequence: 1
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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
EX-99 — EXHIBIT 3.1
EX-99
Filename: exhibit_3-1.htm · Sequence: 2
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
EX-99 — EXHIBIT 4.1
EX-99
Filename: exhibit_4-1.htm · Sequence: 3
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
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