Form 8-K - Current report

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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): November 19, 2024

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)

[phone]

(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 $0.0001 per share		SLXN		The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $11.50 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. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 19, 2024, Silexion Therapeutics Corp (the “Company”) reconvened its extraordinary general meeting (the “Meeting”), after the Meeting had been adjourned on its originally scheduled date of November 12, 2024 due to the absence of a quorum. At the reconvened Meeting, holders of a total of 4,201,313 ordinary shares, constituting approximately 29.5% of the Company’s outstanding ordinary shares, were present in person or by proxy. Pursuant to Article 21.3 of the Company’s amended and restated articles of association, after a half-hour had elapsed from the start time of the reconvened Meeting and a quorum (constituted by holders of a majority of the Company’s issued and outstanding ordinary shares) was not present, those shareholders present constituted a quorum for the conduct of business at the Meeting.

At the reconvened Meeting, the Company’s shareholders approved the sole matter on the agenda, a proposal to allow the Company’s board of directors to effect a reverse share split of the Company’s ordinary shares at a ratio of 1-for-9 , whereby all issued and outstanding, and all authorized but unissued, ordinary shares, par value $0.0001, of the Company, will be consolidated on a 1-for-9 basis, into a lesser number of ordinary shares, par value $0.0009 per share, of the Company (the “Reverse Split Proposal”).

 

The affirmative vote of a majority of the ordinary shares of the Company present and voting at the Meeting (excluding abstentions) was required to approve the Reverse Split Proposal.

Set forth below are the final voting results for the Reverse Split Proposal, evidencing the approval of the proposal by 93.6% of the ordinary shares (excluding abstentions) present and voting on the proposal:

 

For		Against		Abstain
3,933,463		267,128		722

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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: November 19, 2024	/s/ Ilan Hadar
	Name:	Ilan Hadar
	Title:	Chief Executive Officer

 

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Document and Entity Information	Nov. 19, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 19, 2024
Entity File Number	001-42253
Entity Registrant Name	Silexion Therapeutics Corp
Entity Central Index Key	0002022416
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	12 Abba Hillel Road
Entity Address, City or Town	Ramat-Gan
Entity Address, Country	IL
Entity Address, Postal Zip Code	5250606
City Area Code	972
Local Phone Number	8-6286005
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Ordinary Shares, par value $0.0001 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	SLXN
Security Exchange Name	NASDAQ
Warrants exercisable for Ordinary Shares at an exercise price of $11.50 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants exercisable for Ordinary Shares at an exercise price of $11.50 per share
Trading Symbol	SLXNW
Security Exchange Name	NASDAQ

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