Silexion Therapeutics Corp
For the period ended Jul 31, 2025. Filed Jul 31, 2025.
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Jul 31, 2025 · Filed Jul 31, 2025
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DEF 14A 1 zk2533481.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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+972-3-7564999
Dear Shareholder:
You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting” or “meeting”) of Silexion Therapeutics Corp (“Silexion”, the “Company”, “our company”, “we” or “us”), which will be held at 9:00 a.m., Eastern time/ 4:00 p.m. local (Israel) time, on Tuesday, August 12, 2025 at the offices of our external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan, Israel 5250608. The extraordinary 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 extraordinary general meeting online by visiting https://www.cstproxy.com/silexion/egm2025, 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 5683242#.
At the extraordinary general meeting, we will present for your approval an increase to the authorized share capital of the Company, from US$20,000 divided into 1,481,482 ordinary shares of a par value of US$0.0135 each (which is our authorized share capital following the 1-for-15 reverse share split that we effected prior to the start of trading on July 29, 2025), to US$121,500 divided into 9,000,000 ordinary shares of a par value of US$0.0135 each.
We refer to the foregoing proposal as the “Authorized Share Capital Increase Proposal” or the “proposal”. Under the laws of the Cayman Islands and Article 17.1.1 of our Amended and Restated Articles of Association, the approval of the Authorized Share Capital Increase Proposal 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 extraordinary general meeting, and includes a unanimous written resolution. Abstentions will have no effect on the outcome of the vote on the proposal under Cayman Islands law.
The Authorized Share Capital Increase Proposal is intended to enable us to achieve and maintain compliance with Nasdaq Listing Rule 5550(b)(1), which requires that our company have at least $2.5 million of shareholders’ equity under the Equity Standard of the Nasdaq Capital Market, on which our ordinary shares and warrants are listed. As a result of the favorable decision of the Nasdaq hearings panel that was rendered to our company on July 7, 2025, in order to maintain our Nasdaq listing, we need to achieve at least $2.5 million of shareholders’ equity by September 19, 2025 and sustain that minimum level of shareholders’ equity on an ongoing basis for the foreseeable future. Our issuance of equity securities in value-enhancing transactions, whether extraordinary or ordinary-course, will serve as the primary means by which we can effectively achieve that goal, and for that, we will need additional authorized share capital. Our Nasdaq listing is a critical asset of our company and our shareholders, as it enhances the price and liquidity of, and the trading market for, our securities, and it is therefore in the best interest of our shareholders that we preserve it.
Beyond the purpose of maintaining our Nasdaq listing, we require the increased share capital for the basic financing needs of our operations and potential business development transactions, in keeping with our goal of creating substantive value for our shareholders. As we navigate the upcoming critical period in the pre-clinical and clinical development of our innovative RNA interference (RNAi) therapies to treat solid tumors driven by KRAS mutations, we will need both sufficient funding and transactional flexibility for that development process. An enhanced authorized share capital will provide us with that requisite flexibility to conduct those financings and to explore potential business development transactions. That, in turn, can help us to advance our product candidates, as well as potential complementary assets, which together will serve as the primary means by which we can increase the value of our company and our ordinary shares for our shareholders.
Under the current authorized share capital set forth in our Amended and Restated Memorandum of Association (following the 1-for-15 reverse share split that we effected prior to the open of trading on July 29, 2025), we have only 529,302 authorized unissued ordinary shares. That number of available shares reflects a reduction for shares underlying outstanding warrants, and shares underlying outstanding awards or reserved for future issuance under our equity incentive plans, but no reduction for shares issuable upon conversion of a promissory note that we issued to the sponsor of Moringa (with which we completed a business combination in August 2024), since the number of underlying shares under that note depends on fluctuating market prices or prices of financing transactions at which the note may be converted. That available share capital is insufficient to enable us to execute upon our commitment to achieving and maintaining compliance with the foregoing minimal Nasdaq shareholders’ equity requirement, or with our operational goals related to value creation. At the meeting, we will request our shareholders’ approval for an increase to our authorized share capital to the minimum level that is needed to enable us to restore and maintain Nasdaq listing compliance, while continuing to progress with our pre-clinical and clinical programs and with potential complementary business development opportunities for the creation of shareholder value, through the end of 2026.
The formal notice of, and the proxy statement for, the extraordinary general meeting accompany this letter.
Whether or not you plan to attend the extraordinary 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 are a shareholder of record, you can vote by completing and returning the enclosed proxy card or by going online towww.cstproxyvote.com and utilizing the control number appearing on your proxy card to vote. If you hold your shares in “street name” through a bank, broker or other nominee, you can provide voting instructions to your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting, either via the enclosed voting instruction form or online- atwww.proxyvote.com- 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 +972-3-756-4999, 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
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+972-3-756-4999
NOTICE OFEXTRAORDINARY GENERAL MEETING
OF SILEXION THERAPEUTICS CORP (“SILEXION” OR THE “COMPANY”)
| Time and Date of | |
|---|---|
| Extraordinary General Meeting (the “meeting”) | 9:00 a.m. Eastern Daylight Time/4:00 p.m. local (Israel) time on Tuesday, August 12, 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/egm2025. 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: 5683242#. |
| Item of Business (the “Authorized Share Capital Increase Proposal” or the “proposal”) | Increase to the Company’s authorized share capital under paragraph 5 of the Company’s Amended and Restated Memorandum of Association from US$20,000, divided into 1,481,482 ordinary shares of a par value of US$0.0135 each (which is the authorized share capital following the effectiveness of the 1-for-15 reverse share split that occurred prior to the start of trading on July 29, 2025), to US$121,500, divided into 9,000,000 ordinary shares of a par value of US$0.0135 each. |
| Required Majority for Approval of Proposal | Under Article 17.1.1 of Silexion’s Amended and Restated Articles of Association, the approval of the proposal requires an ordinary resolution, adopted by 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 the 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 the proposal. |
| Purpose of Agenda Item | The primary purpose of the Authorized Share Capital Increase Proposal is to enable the Company to restore and then maintain thereafter its compliance with Nasdaq Listing Rule 5550(b)(1), which requires that the Company have at least $2.5 million of shareholders’ equity on a continued basis under the Equity Standard of the Nasdaq Capital Market, on which the Company’s ordinary shares and warrants are listed. The Company faces an initial deadline of September 19, 2025 for achieving that shareholders’ equity level for its securities to remain listed on Nasdaq, and must furthermore effect additional transactions thereafter that augment its shareholders’ equity, in keeping with that $2.5 million minimum. Beyond the need to comply with the Nasdaq shareholders’ equity requirement, the Company requires an enhanced authorized share capital to pursue its ongoing operational needs related to its preclinical and clinical development of RNA interference (RNAi) therapies, including financing activities, and potential business development opportunities for complementary assets. The Company intends to manage its enlarged authorized share capital to reinforce, as much as possible, the price and liquidity of, and the trading market for, its traded securities. The proposed enhanced authorized share capital is expected to suffice for the Company to maintain its requisite shareholders’ equity level and achieve the foregoing additional objectives at least through the end of 2026. |
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| Board Recommendation | The Company’s Board of Directors recommends a vote “FOR” the Authorized Share Capital Increase Proposal. |
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| 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 Thursday, July 24, 2025. |
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| Additional Proxy Materials | The proposal 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, the “Investors” portion of our website, www.silexion.com, or at the website for the meeting, https://www.cstproxy.com/silexion/egm2025. |
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| 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 Tuesday, August 19, 2025, at the same time and same place at which the meeting is held, at which time resolutions may be adopted solely with respect to the proposal described in this notice of the original meeting. If a quorum is not present at the reconvened 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 the matter on the agenda. |
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| Required Vote | Approval of the Authorized Share Capital Increase Proposal 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 the proposal, 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. If you prefer to vote via the internet, you may do so at www.cstproxyvote.com, by using the control number that appears towards the bottom of the physical proxy card that was sent to you. 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 or voted via the internet. As an alternative to voting via proxy or via the internet, 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). 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 Monday, August 11, 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. |
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| Attendance at Meeting (in person) | If you are a shareholder holding ordinary shares as of the record date for the meeting (July 24, 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/egm2025. 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: 5683242#. 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 Extraordinary General Meeting was
first published by the Company on July 31, 2025.
Important Notice Regarding the Availability of Proxy Materials for the extraordinary general meeting
of Silexion to be held on Tuesday, August 12, 2025:
This notice and the accompanying proxy statement are available free of charge at the “Investors”
portion of the Company’s website, www.silexion.com, and at
https://www.cstproxy.com/silexion/egm2025.
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TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION CONCERNING VOTING AND SOLICITATION | 1 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE EXTRAORDINARY GENERAL MEETING | 1 |
| AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL | 6 |
| RISK FACTORS RELATED TO AUTHORIZED SHARE CAPITAL INCREASE | 9 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 10 |
| OTHER MATTERS | 13 |
+972-3-7564999
PROXY STATEMENT
FOREXTRAORDINARY 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.