Silexion Therapeutics Corp
For the period ended Jun 16, 2025. Filed Jun 16, 2025.
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Jun 16, 2025 · Filed Jun 16, 2025
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DEF 14A 1 zk2533359.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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SILEXION THERAPEUTICS CORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Shareholder:
You are cordially invited to attend the 2025 annual general meeting (the “annual general meeting” or “meeting”) of Silexion Therapeutics Corp (“Silexion” or the “Company”), which will be held at 9:00 a.m., Eastern time/ 4:00 p.m. local (Israel) time, on July 7, 2025 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The annual general meeting may also be attended virtually over the internet. You will be able to attend, and submit your questions during (but not speak at or vote at), the annual general meeting online by visiting https://www.cstproxy.com/silexion/2025, or by calling 1-800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply), conference ID 9030147#.
At the annual general meeting, the following matters will be presented for your approval:
| 1. | Proposal 1 — Re-election of each of Ilan Hadar, Dror J. Abramov, Ruth Alon, Ilan Levin, Avner Lushi, Shlomo Noy and Amnon Peled as a director serving on the Company’s board of directors (the “Board of Directors”) until the next annual general meeting of the Company and until his or her successor is elected and qualified. |
| 2. | Proposal 2 — Re-appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the audit committee thereof to do so. |
| 3. | Proposal 3 — A proposal to allow the Board of Directors to effect a reverse share split of the Company’s ordinary shares, par value $0.0009 per share (“ordinary shares”) at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio to be determined by the Company’s board of directors prior to the annual general meeting and to be presented for approval by our shareholders at the meeting. |
| 4. | Proposal 4 — An increase to the number of ordinary shares reserved for issuance under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) by 1,271,859 ordinary shares, to 1,428,268 ordinary shares (which numbers of shares will be adjusted downwards proportionately based on the ratio of the reverse share split, to the extent it is approved pursuant to Proposal 3). |
Under the laws of the Cayman Islands and our Amended and Restated Memorandum and Articles of Association, the approval of each of the above numbered proposals requires an ordinary resolution adopted by a majority of our shareholders as, being entitled to do so, vote in person or by proxy at the annual general meeting, and includes a unanimous written resolution. Abstentions will have no effect on the outcome of the vote on any of the proposals under Cayman Islands law.
The election of the Board of Directors and appointment of our independent public auditor under Proposals 1 and 2 are routine matters that are required to be approved annually—at our annual general meeting—under our Amended and Restated Memorandum and Articles of Association and Cayman Islands law.
The reverse share split to be presented under Proposal 3 is intended to enable us to maintain and/or restore our compliance with Nasdaq Listing Rule 5450(a)(1) or Nasdaq Listing Rule 5550(a)(2), which requires that our ordinary shares maintain a minimum bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Global Market (on which our ordinary shares and warrants are currently listed) or the Nasdaq Capital Market (to which we may seek to transfer that listing), as applicable. Depending on market conditions and the market price of the ordinary shares immediately prior to the annual general meeting, our board of directors will determine which resolution— containing a specific reverse split ratio— will be presented at the meeting.
The amendment to the 2024 Plan to be effected pursuant to Proposal 4 is aimed at ensuring that we have a sufficient number of ordinary shares available to provide equity incentives to employees, officers and directors in amounts determined appropriate by Silexion’s compensation committee, board of directors and management.
The formal notice of the annual general meeting and the proxy statement for the meeting accompany this letter.
Whether or not you plan to attend the annual general meeting, it is important that your shares be represented and voted at the meeting. After reading the attached formal notice and proxy statement, please promptly vote. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the annual general meeting. You may also provide voting instructions online or via telephone, as described in the enclosed instructions.
If you have any questions or need assistance voting your ordinary shares, please contact Mirit Horenshtein Hadar, our Chief Financial Officer and Secretary, by calling +972-3-756-4986, or by emailing mirit@silexion.com.
Thank you for your participation. We look forward to your continued support.
Sincerely,
/s/ Ilan Hadar
Chairman of the Board and Chief Executive Officer
NOTICE OF 2025 ANNUAL GENERAL MEETING
OF SILEXION THERAPEUTICS CORP (“SILEXION” OR THE “COMPANY”)
| Time and Date of | |
|---|---|
| Annual General Meeting (the “Meeting”) | 4:00 p.m. local (Israel) time/9:00 a.m. Eastern Daylight Time on Monday, July 7, 2025 |
| Place of Meeting | |
| (in-person attendance) | Meitar Law Offices 16 Abba Hillel Road, 10th floor Ramat Gan, Israel 5250608 |
| (virtual or telephonic attendance- may submit questions, but not vote) | https://www.cstproxy.com/silexion/2025 Log into the virtual site by using the control number included in your proxy materials; or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: 9030147#. |
| Items of Business | (1) | Re-election of each of Ilan Hadar, Dror J. Abramov, Ruth Alon, Ilan Levin, Avner Lushi, Shlomo Noy and Amnon Peled as a director serving on the Company’s board of directors (the “Board of Directors”) until the next annual general meeting of the Company and until his or her successor is elected and qualified. |
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| (2) | Re-appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2025 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board of Directors to fix their remuneration in accordance with the volume and nature of their services, or to delegate to the audit committee thereof to do so. | |
| (3) | A proposal to allow the Board of Directors to effect a reverse share split of the Company’s ordinary shares, par value $0.0009 per share (“ordinary shares”) at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio to be determined by the Board of Directors prior to the Meeting and to be presented for approval by our shareholders at the Meeting. | |
| (4) | An increase to the number of ordinary shares reserved for issuance under the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) by 1,271,859 ordinary shares, to 1,428,268 ordinary shares (which numbers of shares will be adjusted downwards proportionately based on the ratio of the reverse share split, to the extent it is approved pursuant to Proposal 3). | |
| In addition to the foregoing formal proposals that require a vote at the Meeting, the Board of Directors will present its annual report on the management of the business of the Company for the year ended December 31, 2024, and the Company’s Consolidated Balance Sheets as of, and related Consolidated Statements of Operations for the year ended, December 31, 2024. | ||
| Purpose of Agenda Items | The purpose behind Proposals 1 and 2 is to approve those routine matters—election of the Board of Directors and appointment of our independent public auditor— that are required to be approved annually—at our annual general meeting—under our Amended and Restated Memorandum and Articles of Association and Cayman Islands law. The purpose of the reverse share split to be presented under Proposal 3 is to enable the Company to maintain and/or restore its compliance with Nasdaq Listing Rule 5450(a)(1) or Nasdaq Listing Rule 5550(a)(2), which requires that the ordinary shares maintain a minimum bid price of $1.00 per share on an ongoing basis in order to remain listed on the Nasdaq Global Market (on which our ordinary shares and warrants are currently listed) or the Nasdaq Capital Market (to which we seek to transfer that listing), as applicable. Based on market conditions and the market price of our ordinary shares immediately prior to the Meeting, our Board of Directors will determine the exact reverse split ratio to be presented at the Meeting. The amendment to the 2024 Plan to be effected pursuant to Proposal 4 is intended to ensure that we have a sufficient number of ordinary shares available to provide equity incentives to employees, officers and directors in amounts determined appropriate by Silexion’s compensation committee, board of directors and management. |
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| Board Recommendation | Our Board of Directors recommends a vote “FOR” each of the proposals. |
| Record Date | You are entitled to notice of, and to vote at, the meeting if you held an ordinary share of Silexion as of the close of business on Monday, June 16, 2025. |
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| Additional Proxy Materials | The proposals and details with respect to the Meeting are described more fully in the attached proxy statement, which we are sending (together with this notice and a proxy card or voting instruction form) to our shareholders and which we urge you to read in its entirety. Copies of this notice, the attached proxy statement and the related proxy card are also being filed with the U.S. Securities and Exchange Commission (the “SEC”) under cover of Schedule 14A, which documents may be obtained for free from the SEC’s website at www.sec.gov or at the “Investors” portion of our website, www.silexion.com. |
| Quorum Requirement | No action may be taken at the Meeting unless a quorum, consisting of the holders of at least a majority of the Company’s outstanding ordinary shares, are present in person or by proxy. If a quorum is not present at the Meeting within half an hour from the time designated for the Meeting to begin, the chairman of the Meeting will adjourn the Meeting for one week, to Monday, July 14, 2025, at the same time and same place at which the Meeting is held, at which time resolutions may be adopted with respect to any matter stated in this Notice of the original Meeting. If a quorum is not present at the adjourned meeting within half an hour from the time designated for it to begin, those shareholders present (regardless of how many) will be deemed to constitute a quorum and action may be taken on any and all matters on the agenda. |
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| Required Vote | Approval of each of the proposals at the Meeting (including election of each individual director nominee) requires the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the Meeting with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for those proposals, but the ordinary shares represented thereby are considered present for purposes of the quorum requirement. |
| Means of Voting | The vote of each of the Company’s shareholders is important regardless of whether or not any particular shareholder attends the Meeting. Accordingly, we urge you to read the attached proxy statement and vote your ordinary shares promptly, regardless of the number of ordinary shares you own. You may vote the ordinary shares that you own directly (i.e., as a record shareholder) via proxy, by signing and returning the form of proxy in the enclosed envelope. You may revoke your proxy at any time before it is voted, and you may attend the meeting and vote in person even if you have previously signed a proxy. As an alternative to voting via proxy, you may vote the ordinary shares that you own directly in person by attending the Meeting. If your ordinary shares are held in street name on Nasdaq (i.e., ordinary shares that are held through a bank, broker or other nominee), you may instruct the nominee as to how you want your ordinary shares voted, including via the internet (at www.proxyvote.com), if so indicated on your voting instruction form. Specific instructions as to how to vote are set forth on the enclosed voting instruction form provided by your bank, broker, or nominee. If voting via proxy, your vote must be received by 11:59 p.m., Eastern time on Friday, July 4, 2025 in order to be counted towards the tally of votes on the proposals at the Meeting. If submitting voting instructions via a voting instruction form or via the internet, the deadline for receipt of your voting instructions will be at such time on such date as may be indicated in the voting directions provided to you. |
| Attendance at Meeting (in person) | If you are a shareholder holding ordinary shares as of the record date for the Meeting (June 16, 2025) and desire to attend the Meeting in person, if a record shareholder, please provide at the Meeting the name under which your ordinary shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares). If you hold your ordinary shares in “street name” (through a bank or broker), please bring to the Meeting the required proof of ownership described for attendance at the Meeting, namely: a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting, along with an account statement or other proof that shows that you owned your shares as of the record date for the Meeting. |
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| (virtual or telephonic attendance) | https://www.cstproxy.com/silexion/2025. Log into the virtual site by using the control number included in your proxy materials, or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: 9030147#. You may submit questions, but not vote, while attending the Meeting virtually or telephonically. |
By Order of the Board of Directors,
/s/ Ilan Hadar
Chairman of the Board and Chief Executive Officer
This Notice of Annual General Meeting was
first published by the Company on June 16, 2025.
Important Notice Regarding the Availability of Proxy Materials for the annual general meeting
of Silexion to be held on June 16, 2025:
This notice and the accompanying proxy statement are available free of charge at www.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION CONCERNING VOTING AND SOLICITATION | 1 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL GENERAL MEETING | 1 |
| PROPOSAL 1. DIRECTOR ELECTION PROPOSAL | 9 |
| PROPOSAL 2. AUDITOR REAPPOINTMENT PROPOSAL | 25 |
| PROPOSAL 3. REVERSE SPLIT PROPOSAL | 27 |
| PROPOSAL 4. INCREASE IN NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE UNDER 2024 EQUITY INCENTIVE PLAN | 34 |
| RISK FACTORS RELATED TO REVERSE SHARE SPLIT AND INCREASE UNDER 2024 EQUITY INCENTIVE PLAN | 37 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| OTHER MATTERS | 41 |
PROXY STATEMENT
FOR 2025 ANNUAL GENERAL MEETING
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.